DR. MARTENS PLC

ANNUAL REPORT FOR THE 52 WEEKS ENDED 29 MARCH 2026

The year

of the

pivot

This is the year of pivot as we make

necessary changes to the business to

execute our consumer-first strategy

and deliver long-term sustainable growth drmartensplc.com

Execution

Laser-focused on delivering our strategy

CEO review p.12

Quality

Improving the quality of our revenue through reducing clearance activity

Consumer p.22

Focus

Distinct product families delivering multi-season growth

Product p.24

Discipline

Capital-light expansion enabling growth in new markets

Markets p.26

Agility

A simplified operating model improving accountability and decision making

Organisation p.28

STRATEGIC REPORT

02 At a glance

04 Brewer Street beacon store

06 Investment case

08 Chair’s Statement

10 Market review

12 CEO review

18 Business model

20 Strategy

22 Strategy in action

32 Finance review

40 Key performance indicators

42 Stakeholder engagement and

Section 172 Statement

48 Risk management and

our principal risks

56 Viability assessment

and going concern

58 Sustainability

77 Climate-related financial

disclosures

87 Non-financial and sustainability

information statement

GOVERNANCE

90 Governance at a glance

92 Chair’s introduction to governance

96 Board of Directors

100 Governance Report

104 Our stakeholders

108 Our culture

112 Nomination Committee Report

120 Remuneration Committee Report

123 Remuneration Report

136 Audit and Risk Committee Report

147 Directors’ Report

FINANCIAL STATEMENTS

154 Independent Auditors’ Report

162 Consolidated Statement

of Profit or Loss

163 Consolidated Statement

of Comprehensive Income

164 Consolidated Balance Sheet

165 Consolidated Statement

of Changes in Equity

166 Consolidated Statement

of Cash Flows

167 Notes to the Consolidated

Financial Statements

214 Parent Company Balance Sheet

215 Parent Company Statement

of Changes in Equity

216 Notes to the Parent Company

Financial Statements

ADDITIONAL INFORMATION

224 Five-year financial summary

(unaudited)

226 First half/second half analysis

(unaudited)

227 Glossary and Alternative

Performance Measures (APMs)

230 Shareholder information

IBC Company information

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

AT A GLANCE

Our story

We are an iconic British footwear brand

with over 66 years of heritage. Originally

chosen by workers for their air-cushioned

comfort and durability, our products were

adopted by musicians and subcultural

pioneers, who took them from the street

to the global stage.

Financial highlights

Pairs (m)

10.2

2025: 10.5m

Revenue (£m)

764.9

Constant currency

: £776.3m

2025: £787.6m

Adjusted EBIT

(£m)

79.3

Constant currency

: £78.7m

2025: £60.7m

Adjusted PBT

(£m)

55.0

Constant currency

: £54.2m

2025: £34.1m

Reported PBT (£m)

32.7

Constant currency

: £29.8m

2025: £8.8m

1. AlternativePerformanceMeasuresasdefinedintheGlossaryonpages227to229.

2. Constant currency applies the prior year exchange rates to current year results to remove the impact of FX. More information is provided on page 227.

DR. MARTENS PLC ANNUAL REPORT 2026

Improved

the quality of revenues through

reducing reliance on discounted

pairs in Americas wholesale

Signed

new and expanded distribution

partnerships for Latin America,

UAE and the Philippines

Grew

our product families, which

now account for 9% of pairs,

triple the FY25 contribution

Simplified

our operating model by eliminating the

regional structure and introducing General

Managers to improve consumer centricity

Strategic highlights

73%

growth in pre-loved pairs sold in the USA through

our resale channel ‘ReWair’

Read more about our retail strategy

CEO review p.15

Rooted in our origins, the ‘Collab Shed’ at Brewer Street takes

inspiration from the small workshop where Dr. Klaus Maertens first

hand tested his air-cushioned sole. The in-store space allows us

to showcase bespoke collaborations and creative residencies, with

partners featured already including Second Best and Metallica.

Other elevated collaborations this year include MM6, Marc Jacobs

and Rick Owens, which sit at the top of the price architecture. The

in-store range has been intentionally tightened to around 150 SKUs,

compared with around 250 in a typical store, reinforcing the focus

on elevated product, exclusivity and refined execution.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

INVESTMENT CASE

Our unique proposition

Our competitive

strengths are what set

us apart and position

us to succeed in a

rapidly changing world.

“Our business operates in

an attractive market segment

and we have multiple

opportunities ahead.

Our job is to be disciplined

in growing a resilient and

sustainable model which

maximises both value creation

and value capture, to generate

attractive investor returns.”

IJE NWOKORIE

CHIEF EXECUTIVE OFFICER

DR. MARTENS PLC ANNUAL REPORT 2026

Iconic global brand

with deep consumer resonance,

strong engagement levels and

broad, democratic appeal across

genders and ages.

More information can be found in the

Consumer spread p.22

Unique products

with a widely recognised and

protected DNA, supported by

a rich archive to inspire innovation.

More information can be found in the

Product spread p.24

Significant growth opportunity

with meaningful global white space

across new and existing markets,

with opportunity for both consumer

retention and recruitment.

More information can be found in the

Markets spread p.26

Strong product gross margin

with margins generated through

well-controlled sourcing, deep supplier

partnerships and a resilient, responsive

supply chain and distribution network.

More information can be found in the

Finance review p.32

Highly cash generative

with low capital requirements

and a resilient Balance Sheet.

More information can be found in the

Finance review p.32

Passionate culture

with a focus on innovation, doing the

right thing and leaving things better than

we found them for the next generation.

More information can be found in the

Organisation spread p.28

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CHAIR’S STATEMENT

our

mindset

PAUL MASON

Chair

“FY26 was year one of the new team executing the new strategy and,

whilst there of course remains much work to do, I’m pleased with progress

to date. The business has been reorganised to be consumer-led, as

opposed to channel-led, revenues are higher quality and we have returned

to growing profit. The Board continues to give constructive challenge

to the Executive Team and we look to the year ahead with confidence.”

Shifting

DR. MARTENS PLC ANNUAL REPORT 2026

In last year’s Annual Report we shared the new strategy for the

business and laid out the four objectives under this strategy for FY26.

We have delivered against all four: revenue is higher quality, with less

clearance activity; the contribution from product families has grown;

we have signed a number of new distribution agreements; and,

crucially, we have reorganised the operating model to deliver the

newconsumer-firststrategy.Thisreorganisationhasinvolvedmany

colleagues across the business and as is always the case, has been

difficult at times and I would like to extend the Board’s gratitude

for the professionalism and dedication of everyone involved.

As part of this simplification of the operating model Ije has also

introduced an Executive Team structure, with fewer direct reports,

greater accountability and an enterprise-wide approach to

leadership structures. This is an important evolution for the

business and we’re already seeing the benefits of this approach.

You can read about this team on pages 30 and 31.

FY26 revenue was slightly down (2.9% reported, 1.4% CC) in

line with our guidance. Our results, however, show green shoots

of the new strategy: the USA is back into growth with Full Price

DTC revenue up 14%, the performance of our shoes has been

very strong, up 19%, and we have had a year of strong product

collaborations and a great reaction to our first beacon store, in

Brewer Street, London. There remains more work to do and we

are focused on driving overall topline growth.

FurtherdowntheP&Ltheresultsalsospeaktothesignificantamountof

work done by the team on costs, both the cost action plan of FY25 and

a wider cultural reset around good cost control. This, combined with

the continued strong gross margin, is the main driver behind the 61%

Adjusted PBT growth and 75% EPS growth we achieved in the year.

The Balance Sheet remains strong, with net bank debt, if we exclude

leases, of £69.7m, which compares to a peak of net bank debt

of £271.8m at H1 FY24. When leases are included, net debt now

stands at £213.5m, representing 1.4x EBITDA, a comfortable

position. Giles shares how we think about capital allocation in

the Finance review on page 32.

GOVERNANCE

With no changes in Board membership during the year, we were able to

focus fully on supporting and challenging Ije and Giles as they executed

the new strategy, while still affording succession planning due and

proper attention through the work of the Nomination Committee.

The Board’s governance focus in FY26 centred on maintaining

disciplined decision-making through the reorganisation, ensuring

internalcontrolsandfinancialrigourremainedstrong,andsupporting

the leadership team as the new operating model was implemented

and bedded in. We also continued our regular monitoring of

developing governance and reporting requirements, ensuring we had

the clarity and visibility needed as roles and accountabilities evolved.

The operating model changes also provided a natural opportunity for

the Board to reflect on whether our collective skills and experience

remained aligned to the needs of the organisation. With the

observations from last year’s external Board Effectiveness Review

providing a strong foundation, we have continued to reassess

our capabilities to support the next phase of the strategy. This has

fed into the Board’s FY26 internal Effectiveness Review, which

was ongoing at the time this Annual Report was approved. More

information on this and the activities of the Board and our principal

Committees during the year can be found in our Governance Report

from page 88.

PEOPLE

The people of Dr. Martens remain passionate, talented and

dedicated and the Board continues to be impressed and grateful

for this culture. Ije has brought a renewed focus to better equipping

and enabling our people to do their life’s best work. Simplifying

the operating model through the recent reorganisation plays an

important part of this, as does technology, and this topic will remain

one under active Board discussion in the year ahead.

SUSTAINABILITY

We are in the process of evolving our sustainability strategy and you

can read more about this, and our progress against our sustainability

commitments, in our Sustainability Report on page 58 onwards.

What doesn’t change is the timeless design, longevity and durability

of our products and the care and commitment we have to leaving

things better than we found them.

DIVIDEND

The Board is proposing a maintained final dividend of 1.70p,

reflecting our commitment to shareholder returns while aligning

with our long-term payout strategy.

As I did last year, I would like to end this statement with thanks to

our supportive shareholders. We are in the early stages of executing

the new strategy and, whilst I am convinced we are on the right path,

the journey will inevitably have its bumps along the way. We are also

operating in an uncertain trading environment. We remain

committed to transparent communication and are firmly focused

on returning the business to profitable, sustainable growth.

PAUL MASON

CHAIR

19 May 2026

Changing both CEO and CFO, particularly as a publicly listed

company, isn’t without risks and, as shared in last year’s report, the

Board was considered and thoughtful in our approach. Furthermore,

the pairing of and dynamic between these two crucial roles is as

much an art as a science. As we look back on the first year of Ije

and Giles executing the new strategy, I am very pleased with the

leadership they have given the business, the relationship that they

have forged and the strategic heavy lifting they have done.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

The environment we operate

in matters. Macroeconomic

and market trends directly

shape how consumers

behave and where risks

emerge for our business.

MARKET REVIEW

Industry

trends

DR. MARTENS PLC ANNUAL REPORT 2026

96.5

97.0

97.5

98.0

98.5

99.0

99.5

100.0

100.5

101.0

101.5

202620252024202320222021202020192018

MACROECONOMIC VOLATILITY

The global economy remains fragile, with

monetaryandfiscalpolicyuncertainty,market

volatilityandinflationcontinuingtoweighon

consumerconfidence.Consumptiongrowth

in 2026 is expected to remain subdued,

with significant variation between markets.

How we are responding

+ Introduced a General Manager

structure across our six largest

markets, strengthening local

consumer insight and enabling faster,

market-specific decision-making

+ Diversifying revenue and profit

across markets, channels and product

categories, making us a more

resilient business

+ Maintaining disciplined, consumer-led

investment decisions across products,

channels and markets to support

long-term value creation despite

macro volatility

+ Strengthening planning, data and

governance to enable faster in-year

decisions and execution

+ Continued focus on productivity and

efficiency,utilisingAIanddataanalytics

to support business performance

CONSUMER ENVIRONMENT

Value-conscious consumers

Cost of living pressures across major

developed markets continue to dampen

sentiment, with consumers spending

more selectively and remaining highly value

conscious. Shoppers continue to seek

discounts, particularly in European markets

where promotional intensity has been

very pronounced during seasonal peaks.

Consumption is increasingly polarised,

with demand concentrated at lower-priced

essentials and premium products, placing

pressure on the mid-market.

Category divergence

Consumers are increasingly favouring

footwear that can be worn across multiple

occasions, prioritising comfort and everyday

functionality. While demand indicators in

the US point to ongoing softness in parts

of the footwear market overall, performance

continues to vary by market and category.

Lifestyle and performance footwear have

proven more resilient than fashion-led

categories, reinforcing the relative strength

of brands with clear functionality and

versatility. In this environment, consumer

expectations around value continue to rise,

increasing the importance of clear reasons

to buy and consistently strong execution

across all touchpoints.

How we are responding

+ Building consumer trust through

disciplined, consistent pricing

and a more considered approach

to promotions

+ Reinforcing our premium positioning

through product storytelling focused

on craft, quality and durability,

supported by our collaborations

and Made In England (MIE) range

How we are responding

+ Expanding everyday relevance beyond

boots to increase purchase occasions,

through disciplined category growth in

shoes and sandals

+ Newness discipline, with fewer, more

impactful launches and product families

focused on serving a distinct consumer

need across multiple seasons

+10.5pp

increase in UK consumers

actively chasing discounts

+5.9pp

increase in planned, controlled spending

Source: Deloitte UK Consumer Tracker.

Volatile and uneven demand

Consumer confidence varies by region,

making demand harder to predict. Over the

past year, OECD consumer confidence has

remained below long-term averages, with

stabilisation in the USA and parts of APAC

and Latin America, but continued weakness

across EMEA.

Consumer confidence index (CCI)

Amplitude adjusted, Long-term average = 100

Source:Consumerconfidenceindex.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

the

pivot

Year

CEO REVIEW

IJE NWOKORIE

Chief Executive Officer

DR. MARTENS PLC ANNUAL REPORT 2026

STABILISE

PIVOT

SCALE

FY25 FY26 FY27 FY28

Our Levers for Growth strategy has three phases: stabilise, pivot

and scale. During FY25 we successfully stabilised the business.

FY26 was centred on pivoting the business to being truly consumer-

first. This involved hard calls and a huge amount of heavy lifting to

ensure that we shifted from being channel-led to consumer-first,

pulling back on clearance activity across the business in both DTC

and wholesale to improve the quality of our revenue, putting in

place a world-class leadership team and reorganising our business

to simplify how we operate and drive accountability.

There is more work to do in pivoting the business, however in FY27

we will also enter the scale phase of the strategy. This does not

mean volume at any cost. It means scaling higher-quality revenues

and operational leverage, underpinned by a more resilient model.

The desire for our brand is strengthening and we will leverage

this momentum, increasing brand investment and delivering our

improved retail strategy. The retail strategy is centred on moving

from a transactional one-size-fits-all model to a tiered retail estate

which repositions retail as a growth engine, with investment in

high potential stores. These investments, in both our brand and

our physical estate, will further support growth.

In FY26 we returned the business to

profit growth, delivering a 61% increase

in adjusted PBT, with revenue in line

with guidance, and made good progress

pivoting the business to a consumer-first

operating model. Our focus on execution

is paying off: we are improving the quality

of revenues whilst strengthening margins,

cash generation, the Balance Sheet and

overall model resilience.

“There is still work to do in pivoting the

business, however in FY27 we will also

enter the scale phase of our strategy.

With the operating model reset, key

capabilities in place, combined with

good visibility of our wholesale order

books, our business is now well setup

to deliver both our FY27 objectives

and medium-term targets.”

Our overarching ambition is to establish Dr. Martens as the world’s

most-desired premium footwear brand. Building brand desire is

therefore central to our ambition, and there is clear evidence that

brand desire is strengthening: world-class collaborators continue

to approach us to partner with them, our wholesale relationships are

deepening, consumer response to new product launches is strong

and the impact of our first beacon store in Brewer Street, London,

has exceeded our expectations. Further fuelling brand desire

remains a key focus of the teams in the year ahead.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CEO REVIEW CONTINUED

CONSUMER

Our FY26 consumer objective was to reduce the reliance on

discounted pairs in Americas wholesale. We achieved this objective,

with off-price USA wholesale pairs declining 31%. The quality of

our wholesale order books also continues to improve, with better

diversification across product categories and silhouettes, and

more tailored product assortments by wholesale customer based

on their consumer mix.

Beyond wholesale, we focused on improving Full Price DTC sales

mix across our major markets by reducing the length of clearance

periods and the depth of discount offered. In FY26 we delivered

Full Price DTC revenue up 1%, with Full Price DTC mix improving

3pts. However, this performance masks the strength of our largest

market, the USA, together with key APAC markets. USA Full

Price DTC revenue was up 14% and mix up 9pts, and in our APAC

markets, led by Japan and South Korea, with Full Price DTC

revenue up 15% and mix up 8pts. EMEA was impacted by increased

consumer participation in clearance, resulting in a 4pts decline in

Full Price DTC mix, with Full Price DTC revenue down 13%. With

Full Price mix successfully addressed in USA and APAC markets,

growing Full Price mix in our largest EMEA markets is a priority for

FY27. Our new market structure, with dedicated General Managers

for our largest markets, is a key enabler of this.

Craft Curators are premium consumers with a strong attachment to

product quality and heritage, and our consumer strategy is centred

on growing our share of this consumer group. We have started to

see our actions translate into growing our share of Craft Curators,

with our share now the highest it has been since FY21 when we

started measuring it, and the in-year improvement more than

reversing the declines seen in FY24 and FY25. The growth in Craft

Curators can also be evidenced in the performance of our Lowell

product family, where pairs more than quadrupled year-on-year,

and we expect further significant growth in Lowell in FY27.

Read more about our

Consumers p.22

PRODUCT

The FY26 objective of driving pairs growth in the product families

of Buzz, Zebzag and Lowell was exceeded, with these families now

accounting for 9% of pairs, triple the contribution in FY25 (3% of

pairs). Building multi-season product families that serve specific

consumer needs and broaden our appeal alongside our iconic and

continuity lines is central to driving more purchase occasions.

Shoes and the new product families are the current growth engine.

Shoes continue to perform very strongly, with revenue up 19% in

FY26 across a wide range of silhouettes. This includes new product

families of Buzz and Lowell, together with iconic styles including the

1461 Shoe, the Adrian Tassel Loafer and the Mary Jane. Shoes now

account for 31% of revenue, up from 26% in FY25.

Boots are showing signs of stabilisation, with encouraging Full Price

performance in USA. Boots revenue declined by 8%, however within

this Full Price boots performed better, particularly in USA, where

Full Price DTC boots were in growth in all but the first quarter of

FY26. Encouragingly, the 1460 Boot was in growth in Full Price DTC

in Q4 in USA. Within our boots range we continued to see success

with taller boots, led by the Kasey, and had strong-performing boot

collaborations such as Rick Owens and Metallica. Boots accounted

for 52% of Group revenue in FY26, down from 57% in FY25.

Sandals are a known gap with a fix in progress. Sandals revenue

declined 11%, as anticipated and communicated in our first half

results, given the lack of new products in the SS25 range. We did,

however, see continued good performance from our Zebzag range

across both sandals and mules. SS26 marked an improvement in

our sandals range, again led by the USA, however we don’t expect

to see a significant change in our sandals performance until SS27,

when the redeveloped range launches. Sandals accounted for 11%

of Group revenue in FY26, down from 12% in FY25.

Bags and Accessories are a long-term growth opportunity, with

good early results. Bags revenue grew by 15% with particular

success in the Top Handle Kiev across multiple colourways.

Small Leather Goods, a relatively new area for us, continue to

perform well, particularly in retail stores. Bags and other accounted

for 6% of Group revenue in FY26, up from 5% in FY25.

Across our ranges we have seen consumers continue to buy into

higher price point lines across all categories. Products priced over

£220 are the fastest-growing price category in DTC; whilst still

small as a proportion of the overall business, the price band of £220

and above doubled in FY26. Higher price point products which

performed strongly in FY26 include the Kasey knee-high boot (£210

/ €240 / $250), the Made In England (MIE) Penton Classic Calf

Loafers (£220 / €260 / $260), the Weekender Ambassador Leather

bag (£310 / €330 / $330), and the success of our collaborations

such as Rick Owens 1B60 Pentalace boots (£390 / €420 / $480) and

Dr. Martens x Marc Jacobs Kiki boots (£290 / €320 / $290) (shown

in left image). This movement up the price architecture is supportive

to gross margin and aligned with our strategy.

Read more about our

Products p.24

DR. MARTENS PLC ANNUAL REPORT 2026

RETAIL STRATEGY REVIEW

Our store estate today has many strengths but

also has significant opportunity for improvement.

The output of the review is that we are categorising our existing and future store estate across four tiers, with each having clear

financial hurdle rates and criteria including product assortment, location characteristics and brand objectives. The four tiers are:

FOUR TIER MODEL AND DISCIPLINED CAPITAL ALLOCATION

Between FY21 and FY24, in line with the DTC-first strategy, the

store estate expanded significantly, doubling from 122 to 239 stores.

In contrast, FY24 retail revenue was only up by c.50% compared to

pre-Covid FY20 levels. The financial performance was compounded

by an undifferentiated retail format that meant even stores in good

locations did not present a retail experience fit for that market.

During FY26 we carried out a comprehensive review of our retail

estate and strategy. This included detailed financial analysis,

location assessment and an evaluation of the strategic value

of each store, specifically around building brand desire, growing

consumer engagement and driving purchase occasions.

In November, we opened our first beacon store, in Brewer Street,

London. This store was centred on premium and craft curators

and has been designed with community events and activations

in mind. ASP is over 15% higher than other London stores and

the contribution from both MIE and products over £220 much

higher than the average. These proof points give us confidence

and important learnings to build upon in the years ahead.

Read more on

p.04

In March we opened Dosan Park, Seoul, a brand centre store.

This space showcases our MIE icons, exclusive product and a

dedicated Craft Zone where visitors can experience Dr. Martens

craftsmanship firsthand. The store was developed utilising

successful elements from Brewer Street, such as MIE and Bags

&Accessoriesareas,andearlyresponsehasbeenencouraging.

BEACON STORE

An immersive brand

destination where

consumers experience the

full expression of heritage,

culture and creativity.

BRAND CENTRE

A destination to explore

the full brand, offering depth,

expertise and elevated

experience.

BRAND STORE

Offering a clear, convenient

and engaging store that

makes it easy to shop the

best of the brand.

OUTLET

An accessible entry to the

brand,offeringvaluewithout

compromising identity.

2 3 4

Invest in around 30 high potential stores, focused

predominantly on elevating them into brand centres.

These will take the learnings from the success of Brewer

Street and Dosan Park. The investment is included within

our capex guidance.

Experiment and launch further retail concepts in key

cities globally.

We anticipate that the overall store estate will be largely unchanged in size over the coming few years.

BREWER STREET BEACON STORE AND DOSAN PARK BRAND CENTRE: PROOF OF CONCEPT

The majority of our store estate today are Brand stores. Over the next 12-24 months, we will:

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Ije Nwokorie and

Giles Wilson sit down

to discuss a defining

year for Dr. Martens

Q&A

Last year, you spoke about the need to

stabilise the business. This year has

been described as the year of the pivot.

What specifically changed in how

Dr. Martens operates?

GILES: Last year we stabilised the business,

reducing our cost base, strengthening the

Balance Sheet and right-sizing inventory

across both our business and our wholesale

customers. All this work meant that we

had a stable base going into FY26 to begin

executing and implementing our new

consumer-first strategy.

IJE: Arguably the biggest change we’ve

made this year was to how our business is

structured and organised – we refer to this

as our operating model. We’ve taken out

our regional layer and instead strengthened

our Group functions, particularly our brand

organisation, and introduced General

Managers for all of our key markets: UK,

DACH, France, Italy, Japan and USA.

This means we can truly put the consumer

at the heart of our decisions, as opposed

to having a regional and channel approach

wherebydifferentchannelswereessentially

competing with each other.

GILES: We’ve also focused on improving

the quality of our revenues by growing Full

Price mix, signed a number of distribution

agreements to unlock growth in new

markets, and opened our first beacon

store in Brewer Street, London, which we’re

learning a lot from. You can read about

these in more detail on pages 4, 22 and 26.

A key focus this year has been improving

the quality of revenues and earnings

rather than chasing volume. How has

that shown up in financial performance?

GILES: We returned to a more disciplined

approach to promotions across our business,

and saw particular success in USA and

our APAC markets. Full Price DTC revenue

was up 14% in Americas and 15% in APAC.

CEO REVIEW CONTINUED

MARKETS

Our FY26 markets objective was to open in new markets through a

capital-light structure.

We over delivered against this objective, with the momentum and interest

from world-class partners meaning we signed new and expanded distribution

partnerships for Latin America, UAE and the Philippines.

Across all our major markets we have been working more closely with wholesale

accounts to launch new products and to put the consumer at the heart of our

collective decision making and activity. Examples include: working with our

largest EMEA wholesale partners on our Buzz, Lowell and Zebzag product

launches; working with our largest USA wholesale partners across both our

new product families and iconic products such as the Adrian tassel loafer; and

working with our key partners in South Korea on our 1461 shoe. We have also

worked with pinnacle wholesale partners as they showcase our products, such

as the Rejena boot and Delapre Penny Loafer, to their consumers. An important

part of deepening wholesale relationships is working with our partners to

curate their product assortments in line with their consumer base, resulting

in differentiated order books across our wholesale customer base; again

we are making significant strides in this area.

Read more about our

Markets p.26

ORGANISATION

Our FY26 organisation objective was to simplify the operating model to

operate closer to individual markets. This was achieved with the reorganisation

of the business. We are also making significant strides using technology to

drive productivity.

We have simplified the leadership structure with the creation of an eight-person

Executive Team, which sets business direction and has an enterprise-level view.

This compares to the previous 12-person Global Leadership Team, which had

a combination of functional and regional responsibilities. Under the Executive

Team is now a clearly defined Leadership Team, consisting of market and

functional-level leaders.

In Q4 we restructured the business, removing the regional structure and

introducing General Managers (GMs) for all our largest markets. Alongside this,

we have invested in our central brand and product organisation, strengthening

particularly the marketing, merchandising and the customer experience functions,

bringing greater focus to the end-to-end consumer experience and journey.

Technology is fuelling productivity, with AI being thoughtfully deployed across

the business. The establishment of a Global Technology Centre (GTC) in

India, first created in FY25 and expanded and embedded in FY26, is delivering

material benefits. The GTC brought core engineering in-house to better enable

us to leverage the opportunities of data and AI and to significantly speed up

technology delivery. Key systems are now fully live and delivering benefits

to the business, with more to come in the years ahead.

Read more about our

Organisation p.28

IJE NWOKORIE

CHIEF EXECUTIVE OFFICER

19 MAY 2026

DR. MARTENS PLC ANNUAL REPORT 2026

We have more work to do in our EMEA

markets, where Full Price DTC revenue

was down 13%, and this will be an area of

focus for FY27. The overall improvement in

Full Price mix supported our gross margin

and was also a driver of the 270bps

improvement in Adjusted EBIT margin.

IJE: We’re also focused on growing

customer lifetime value, and being able

to really target why different consumers

are buying from us. That’s something

we’re really focused on and our customer

data platform gives us the tools to improve

this further in the years ahead.

What is the core shift in Dr. Martens’

strategy, and how does it reposition the

brand for sustainable, long-term growth?

IJE: Ultimately, the key criteria for success

of the new strategy will be that no single

market, channel or category represents

an outsized risk for the business.

GILES: In the past the business was

too reliant on certain styles of boots,

andspecificmarketsandchannels,and

whengrowthstalled,therewassignificant

operationaldeleveragethroughtheP&L,

with the revenue decline having a big impact

on profitability.

IJE: The new strategy is about taking a

market by market approach to channels,

broadening our consumer appeal and giving

consumers more reasons to buy across

our product range.

More information can be found in the

Strategy in action section p.22

With the pivot now underway and

early progress visible, what gives you

confidence in the next phase – and where

do you remain deliberately cautious?

IJE: We’re really pleased with the green

shootswe’veseeninthefirstyearofthenew

strategy. The foundations of our business

are really strong – we have a world-class

supply chain, modern technology systems

architecture, a clear product strategy and

great talent across the business.

GILES: We’re clearly operating in uncertain

macroeconomic times, and so, whilst

we’re focused on executing our strategy

and controlling what we can control, there

are external factors which may impact

our business.

IJE: What we’re really prioritising day

to day is execution, ensuring that people

are able to do great work and we’re set

up in a way which creates the best value

for our stakeholders.

Your sustainability strategy is evolving,

are you still as committed to sustainability

as previously?

IJE: Absolutely, our commitment to

sustainability is unchanged, but our

approach is evolving to place the consumer

at the centre of every decision. While

continuing to meet our existing responsibility

commitments,wearerefocusingourefforts

on embedding circularity services like repair

and resale into the consumer journey,

ensuring they are consistent and engaging.

Read more about how we’re evolving

our sustainability strategy p.58

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

DEFINING OUR BUSINESS

Dedicated colleagues

We employ people who go the extra

mile. They have dedication and passion

for our brand and consumers.

Sustainabilityembedded

Sustainability includes circularity, ethical

supply chains, responsibly sourced

materials, and social responsibility

programmes, ensuring environmentally

conscious, durable products and operations.

Modern systems architecture

Our technology platform means we

can operate at scale, and supports

data-driven, AI-enabled decision-making.

World-class supply chain

We maintain supply chain resilience

through diversified manufacturing,

strong supplier relationships, long-term

sourcing, agile logistics and global

operational flexibility.

Iconic brand heritage and IP

We leverage decades of cultural

relevance and strong IP to maintain

authenticity, premium positioning

and an enduring competitive advantage.

Consumer brand loyalty

Long-term relationships are built with

wearers as a brand, not just footwear.

Our consumers act as ambassadors

with a deep cultural connection and

loyalty, fostering advocacy.

MARKETING

Broaden the

consumer base

through craft

MARKETPLACE

Create premium buying

and ownership

experiences

across channels

and markets

BUSINESS MODEL

An iconic

brand

Consumer

first

“EARN THE

RIGHT WITH

EACH WEARER”

PRODUCT

Iconic products

across footwear

and bags

RESOURCES AND RELATIONSHIPS

DR. MARTENS PLC ANNUAL REPORT 2026

GLOBAL REVENUE CHANNELS GROWING VALUE FOR STAKEHOLDERS

Our largest markets are UK,

Germany, France, Italy and

Spain. We have stores in a

further six countries and a key

distributor in Eastern Europe.

The vast majority of our

revenues are in USA. We also

have a small presence in

Canada and a new distributor

agreement in Latin America.

Our largest markets here

are Japan, South Korea

and China. We also have a

number of distributor markets,

the largest being Australia.

£377.5m

revenue

2025: £384.2m

2026

Where we operate today:

2027

Moving towards a market-based model.

We will focus on getting closer to our consumers,

organising around markets with clear accountability

for performance and growth. By structuring the

business market by market, we will curate the

channel mix to best reflect consumer preferences,

enabling sharper decision-making and more

responsive execution.

p.26

p.42

£278.4m

revenue

2025: £288.5m

£109.0m

revenue

2025: £114.9m

OWNERS

Long-term business success drives

share price appreciation together

with a progressive dividend policy.

OUR PEOPLE

Ongoing training and development within a

supportive and inclusive working environment,

enabling people to do their life’s best work.

CONSUMERS

Being able to buy a timeless, beautifully

crafted, durable product for a fair price.

PARTNERS

Working with an iconic, global brand that

resonates strongly with their consumers.

SUPPLIERS

Association with a strong, responsible brand

that can generate long-term demand growth.

ENVIRONMENT & COMMUNITIES

Reducing our environmental impact and

supporting our communities to leave things

better than we found them.

EMEA

AMERICAS

APAC

Ambition

To be the world’s most desired

premium footwear brand

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

STRATEGY

Levers

for

growth

DR. MARTENS PLC ANNUAL REPORT 2026

Ambition

To be the world’s most desired

premium footwear brand

Consumer

Engage more consumers

+ Lead marketing with product, grounded in comfort, craft and confidence

+ Deliver a seamless omni-channel experience tailored to each consumer

+ Build post-purchase engagement to increase purchase frequency and consumer spend

p.22

Markets

Curate market-right distribution

+ Expand B2B through long-term product and

marketing partnerships with top-tier accounts

+ BuildadifferentiatedDTCfootprinttoelevate

the brand, aligning operating models to

each market

+ Enter new growth markets with capital-light

distribution models

Product

Drive more purchase occasions

+ Reinforce premium positioning of our icons

through elevated collections

+ Manage hero product families to optimise

newness across diverse wearing occasions

+ Extend our offer in sandals, bags and other

adjacent categories

+ Innovate to enhance comfort, lightness

and sustainability

Organisation

Simplify the operating model

+ Simplify how we work to drive efficiency, scale and speed

+ Optimise the cost base to support strategic priorities

+ Build a culture of excellence, care and accountability, strengthening organisational

clarity, talent development and disciplined execution on consumer spend

p.28

Medium-term targets

Over the medium term we expect to deliver sustainable, profitable

revenue growth above the rate of the relevant footwear market,

with operating leverage driving a mid to high-teens EBIT margin,

and underpinned by strong cash generation.

WE HAVE FOUR LEVERS FOR GROWTH:

p.26 p.24

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

HOW WE’VE PERFORMED

Off-price USA wholesale pairs declined 31%

Strong Full Price DTC performance in Americas +14% and APAC +15%

returning to disciplined promotional windows

UtilisedourCustomerDataPlatform(CDP)toimprovepromotionalefficiency

Our 2026 objective

Reduce the reliance on discounted pairs in Americas wholesale

Engage more

consumers

+ Lead marketing with product, grounded

in comfort, craft and confidence

+ Deliver a seamless omni-channel experience

tailored to each consumer

+ Build post-purchase engagement to increase

purchase frequency and consumer spend

STRATEGY IN ACTION

Consumer

DR. MARTENS PLC ANNUAL REPORT 2026

Americas DTC Full Price revenue up

14%

Progress driven

by USA

We’ve seen good performance in our USA

business and healthy confidence from

Americas wholesale partners, with fewer

discounted pairs, improved visibility and

a healthy, higher-quality order book.

What began as an Americas-led effort to

reduce discounted pairs through wholesale

quickly broadened into a Group-wide

objective. This shift has strengthened our

Full Price mix, helped by a deliberate move

away from promotional-led activity outside

of key clearance windows and reinforced by

product-first storytelling across tailored

omni-channel experiences.

We also achieved a good Full Price DTC

performance in our APAC markets, up 15%.

EMEA Full Price DTC revenues were down

13%. With USA and APAC markets now

addressed, growing Full Price mix in our

largest EMEA markets is a priority for FY27.

The benefit of CDP

Stronger post-purchase engagement is

improving consumer journeys, increasing

purchase frequency and spend, and driving

higher consumer lifetime value, which we

can now track and optimise with greater

intent through our CDP.

The CDP allows us to segment

consumers more intelligently, for example

by distinguishing ‘full-price shoppers’

from ‘bargain hunters’, to target each

group with relevant offers. For example,

a recent win-back email campaign achieved

significant ROI and reactivation rates

for lapsed consumers, demonstrating

the power of targeted promotions.

By leveraging the CDP’s consumer profiles

in marketing campaigns, we are increasing

promotional effectiveness. Using first-party

audience data to build lookalike audiences

enabled us to significantly reduce

advertising spend compared with previous

broad campaigns that relied on third-party

data, while maintaining performance. We are

therefore able to reach the right consumers

with less spend.

CDP-driven personalisation within

our promotional activity is generating

uplifts in sales. Targeting consumers with

personalised content, such as tailored

newsletters and VIP offers, delivered

significant incremental revenue. These

outcomes illustrate how CDP insights

make our promotions more effective,

driving higher ROI and meaningful

revenue lift with the same or lower spend.

Group DTC Full Price revenue up

Group DTC Full Price mix up

3%pts

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

STRATEGY IN ACTION CONTINUED

Product

HOW WE’VE PERFORMED

Tripled contribution of product families Buzz, Zebzag and Lowell,

from 3% to 9% of pairs

19% revenue increase in shoes, with growth broad-based across

multiple silhouettes

Strong collaborations throughout FY27

Our 2026 objective

Drive pairs growth in product families such as Buzz, Zebzag and Lowell

Drive more

purchase occasions

+ Reinforce premium positioning of our icons through

elevated collections

+ Manage hero product families to optimise newness

across diverse wearing occasions

+ Extend our offer in sandals, bags and other

adjacent categories

+ Innovate to enhance comfort, lightness and sustainability

Lowell Leather Moc Toe Shoes

DR. MARTENS PLC ANNUAL REPORT 2026

2026

2025

2024

2023

Boots Shoes Sandals Bags & other

68%

52%

57%

61%

20%

31%

26%

22%

11%

12%

During the year, performance was driven by

continued strength in shoes, in line with our

strategy to diversify the range. This has been

supported by a disciplined approach to range

architecture, including a c.45% reduction in

SKUs since 2022, creating space to introduce

new product families with distinct consumer

benefitsandofferconsumersgenuinechoice.

Bags and small leather goods performed

well and represent a clear growth priority,

supporting diversification of the portfolio

and increased basket size. Sandals remain

an important opportunity; however, further

innovation is required to strengthen the

proposition and unlock their full potential

in the seasons ahead.

Product families

Buzzisourfashion-ledcasualfamily,offering

consumers a bold and contemporary

everyday style inspired by our 90s archive.

The Buzz shoe became our top-performing

new shoe in H1, and the Buzz Hi became

the bestselling new product in H1 EMEA

DTC. In H2 we expanded the Buzz range

into boots, with good consumer reaction.

Lowell serves consumers who want a

more crafted and elevated aesthetic with

premium finishes. The Lowell silhouette is

highlighted with design details that speak

to its workwear origins, including puritan

stitch construction, a leather heel tab and a

padded collar. Only 12 months after launch,

Lowell was already a top five shoe in EMEA

in H1. The Lowell Chukka Moc Toe boot

was introduced in AW25 to further expand

the Lowell range.

Our Zebzag family is built on a cushioned,

lightweight sole engineered for instant,

all-day comfort, purposefully designed

to meet the demands of modern life with

standout craft, durability and everyday

ease. What began with our Zebzag

Mules has grown into a range of easy-on

silhouettes, from platform sandals to the

Zebzag Laceless boot, which launched

in September and is performing well.

The changing shape of our range

Collaborations

Working in collaboration with influential,

world-class designers and craftmakers is

an important part of building brand desire

and across FY26 we worked with exceptional

collaboration partners. We celebrated the

return of our successful collaboration with

Rick Owens, reconsidering the 1460 Boot

silhouette with exaggerated proportions.

Our launch with New York’s MadeMe focused

on strengthening the Buzz franchise. Our

partnership with Marc Jacobs Kiki Corran

blended their iconic Kiki upper language with

our Corran outsole. To elevate our icons we

collaborated with a number of world-class

partners, with our Metallica collaboration

bringing together fans of the Metallica and

Dr. Martens to create a collection inspired

by iconic Metallica artwork.

“Collaborations represent

where we’re heading –

connected to our roots

while exploring new

creative territory with

partners who challenge

and inspire us, and those

who share the same

commitment to craft.”

CARLA MURPHY

CHIEF BRAND OFFICER

Our evolving product mix reflects our

strategy to drive purchase occasions, and

we expect shoes, sandals and bags to

continue to grow in share in the years ahead.

Zebzag Laceless Slip On Leather Boots Buzz 5-Eye Leopard Shoes

Steel Toe Rick Owens Boots

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Mexico

Peru

Colombia

Costa Rica

Argentina

Uruguay

STRATEGY IN ACTION CONTINUED

Markets

New distribution agreements

Accelerating expansion plans with partners

LATIN AMERICA:

Significant growth region

At the end of FY25 we re-entered Latin America

through a partnership with Crosby, with the

agreement initially covering Argentina, Chile,

Mexico and Paraguay. During FY26 we:

+ Opened our first mono-branded stores in

Buenos Aires (August) and Santiago (October)

+ Expanded the agreement to include Colombia,

CostaRica,PeruandUruguay(inQ3).

This partnership significantly increases brand

visibility and consumer access across the region,

underlining the scalability of our capital-light model.

Chile

Paraguay

HOW WE’VE PERFORMED

Signed distribution agreement in Latin America and UAE

Accelerated our expansion plans with our partner in the Philippines

Begun refining the model in China and Italy with the opening

of partner stores

Our 2026 objective

Open in new markets through a capital-light structure

Curate market-right

distribution

+ Expand B2B through long-term product and

marketing partnerships with top-tier accounts

+ Build a differentiated DTC footprint to elevate the

brand, aligning operating models to each market

+ Enter new growth markets with capital-light

distribution models

Market-right distribution in practice

Ourstrategyrecognisesthatmarketsdiffer,sowecuratetheright

distribution approach for each, ensuring the brand shows up in the

mosteffectiveway.Insomeregions,suchasinlandareasoftheUSA,

wholesaleisthemostefficientroutetoreachconsumers,whileinothers,

like Japan, we predominantly reach consumers today through DTC.

DR. MARTENS PLC ANNUAL REPORT 2026

Accelerating expansion

Strong consumer demand encouraged us and

our long-standing partner to accelerate our

original store growth plan. During FY26 three

partner stores were opened, reflecting the

market’s appetite for our blend of heritage, style

and durability. This expansion reinforces our

presence and improves accessibility.

Strengthening presence

in a key European market

We continued to grow across owned, franchise and

wholesale channels, ensuring a consistent, premium

consumer experience. This year we expanded our

footprint through capital-light partners, including Italy’s

firstfranchisestoreopeninginPompeii.Wecontinue

toseesignificantopportunitytoelevateourbrand

in Italy through deeper consumer engagement and

improved marketplace positioning.

Entering a new region

This year marked our first-ever entry into

the UAE. We signed a distribution agreement

with Beside Group, a partner with deep

regional expertise and a well-established

retail network. We will launch and scale

our presence via wholesale initially, with

mono-brand stores to follow, allowing us to

grow in a capital-light, market-right manner.

Working with partners

In China, where we have seven directly

operated stores mainly in Shanghai,

we have begun working with partners to

open mono-branded stores in other cities.

Two stores opened in FY26, in Chongqing

and Hangzhou, with more in the pipeline.

UAE

China

Italy

Philippines

Most markets sit somewhere in between, and our capital-light

partnerships give us the agility to flex accordingly, whilst protecting

the brand and minimising capital investment.

Over the past year, this tailored approach delivered good progress.

By enabling consumers to buy where and how they want, we

expanded our reach, strengthened brand presence and unlocked

high-potential markets in a way that will accelerate growth and

support long-term, profitable international expansion.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

STRATEGY IN ACTION CONTINUED

Organisation

HOW WE’VE PERFORMED

Restructured the organisation, moving from a regional structure to individual markets

Creation of streamlined Executive Team

Leveraged our Global Technology Centre in India

Embedded our Supply and Demand Planning System

Our 2026 objective

Simplify our operating model

Simplify the

operating model

+ Simplify how we work to drive efficiency,

scale and speed

+ Optimise the cost base to support

strategic priorities

+ Build a culture of excellence, care and

accountability, strengthening

organisational clarity, talent

development and disciplined execution

DR. MARTENS PLC ANNUAL REPORT 2026

Reorganising

our business

In Q4 we undertook a reorganisation,

replacing our regional structure with a

market-led model that gives clearer

accountability, faster decision-making and a

deeper connection to consumers. This work

was done carefully and considerately, with the

new structure in place for the start of FY27.

New General Managers (GMs) will lead key

markets with clear accountability, responsible

for profitable, sustainable growth and for

bringing the global brand strategy to life

locally. This shift elevates the role of GMs

as the key link between global strategy and

local execution.

GTC

The Global Technology Centre (GTC) in

India is a strategic hub that brings together

75% of our technology organisation in one

location to improve efficiency, scalability

and long-term capability. By centralising

teams in Bangalore, we can access a

strong local talent pool, reduce reliance on

contractors and strengthen execution across

core platforms and services. Over the next

few years, the GTC will help us deliver at

a faster pace, make better use of existing

investments and build a more robust

foundation to support key priorities such

data usage, insights and digital innovation.

SUPPLY AND DEMAND PLANNING

The final element of our modern systems

architecture, the Supply and Demand

Planning System, went live as scheduled

in the summer. This new, modern system

is already delivering greater visibility and

accuracy over our inventory forecasting,

improving availability of product whilst

optimising working capital. Benefits are

anticipated to build over time as integrated

capabilities mature.

Engagement of culture

It is the combination of our brand, our

products and our people that make our

business so unique. We continue to

invest in our people experience and

talent development so that we create an

environment where people can do their life’s

best work for our consumers in a rewarding,

engaging and supportive environment.

FY26 saw us reorganise our people and

teams to enable us to deliver the new

strategy. Through the year, and particularly

during the reorganisation, we placed a

particular focus on supporting our people,

two-way engagement and strong

communication.

Read more about our culture and engagement

on p.108

For information on how the Board considered

our people in decision-making see p.110

71%

Kept well informed

(+6%)

78%

Confidence of store teams

going into peak

84%

Proud to work for DMs (+3%)

80%

Feel supported by my manager

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Meet the

Executive Team

STRATEGY IN ACTION CONTINUED

DR. MARTENS PLC ANNUAL REPORT 2026

We have streamlined the leadership team

reporting into CEO Ije Nwokorie, reducing

the number of direct reports to improve

speed of decision-making and accountability.

The Executive Team consists of:

Chief Executive Officer

IJE NWOKORIE

Setting the Company’s strategy, leading the Executive Team and driving disciplined

execution to deliver performance with the consumer and brand at the core.

Chief Financial Officer

GILES WILSON

Pulling together the strategic direction, enabling systems and funding to deliver a world-class

operating platform. Technology also now reports into the CFO.

Chief Brand Officer

CARLA MURPHY

Ensuring the brand is the connective tissue of all we do. Product, Marketing, Customer Experience

and Sustainability collectively form the brand organisation.

Chief Operations Officer (Interim)

ANNA DUFFIET

Driving the operational excellence that enables and underpins our business model.

Oversees supply chain, logistics and distribution.

Chief Commercial Officer

MIKE STOPFORTH

A new global role ensuring we deepen our connection to our consumers across all markets.

The market GMs report into the CCO, alongside the President of Growth and Partner Markets.

President of Americas

PAUL ZADOFF

Responsible for our biggest market with a wider remit for our corporate activities in this important region.

Chief People Officer

BRIDGET JOLLIFFE

Creating an environment of excellence and care, enabling people to do their life’s best work.

Chief Legal Officer and Company Secretary

KATHERINE BELLAU

Protecting the Dr. Martens brand and supporting all of our people in doing business the right way.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

profit

growth

FINANCE REVIEW

Driving

GILES

WILSON

Chief Financial Officer

DR. MARTENS PLC ANNUAL REPORT 2026

Total revenue was £764.9m reported, or £776.3m Constant

Currency (CC), in line with guidance and representing a decline

of 2.9% or 1.4% CC. The focus on Full Price sales and reducing

clearance activity was a headwind to DTC revenues, as expected,

resulting in a decline of 5.8% (4.2% CC). Wholesale revenues grew

by 2.5% (3.7% CC), with growth seen across most major markets.

Adjusted profit before tax

was £55.0m (FY25: £34.1m) and

£54.2m CC, up 61.3% or 58.9% CC. The improvement was driven

by stronger margins year-on-year, with COGS and Opex

tightly

managed and benefitting from the cost saving activities in FY25.

Within Opex our continued tight focus on costs drove a year-on-year

reduction in non-demand-generating spend of 6.0%, whilst spend

on demand generation was broadly flat (down 0.2% reported or up

1.8% CC). Adjusted basic earnings per share

was 4.2p (4.1p CC),

representing significant growth compared to 2.4p in FY25.

Results – at a glance

£m

FY26

Reported

FY26

1,2

FY25

Reported

% change

Reported

% change

1,2

Revenue Ecommerce 244.4 248.7 268.3 -8.9% -7.3%

Retail 236.8 240.5 242.4 -2.3% -0.8%

DTC 481.2 489.2 510.7 -5.8% -4.2%

Wholesale

283.7 287.1 276.9 2.5% 3.7%

Group 764.9 776.3 787.6 -2.9% -1.4%

Gross margin 506.0 512.8 511.7 -1.1% 0.2%

Opex

(359.0) (365.5) (378.4) -5.1% -3.4%

Adjusted EBIT

79.3 78.7 60.7

Currency gains/(losses) 0.9 (0.9) (3.1)

Impairmentofnon-financialassets (4.2) (4.1) (4.3)

Exceptional costs

(12.1) (12.5) (16.3)

Investment in transformation

(6.9) (6.9) –

EBIT

57.0 54.3 37.0

Adjustedprofitbeforetax

55.0 54.2 34.1

Profitbeforetax 32.7 29.8 8.8

Profitaftertax 23.8 4.5

Adjusted basic earnings per share (p)

4.2 4.1 2.4

Basic earnings per share (p) 2.5 2.2 0.5

Dividend per share (p) 2.55 2.55

Key metrics Pairs sold (m) 10.2 10.5 -2.5%

No. of stores

240 239

DTC mix % 62.9% 63.0% 64.8% -1.9pts -1.8pts

Gross margin % 66.2% 66.1% 65.0% 1.2pts 1.1pts

Adjusted EBIT margin %

10.4% 10.1% 7.7% 2.7pts 2.4pts

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Constant currency applies the prior period exchange rates to current period results to remove the impact of FX.

3. Wholesale revenue including distributor customers.

4. Directly-operated stores on streets and malls operated under arm’s length leasehold arrangements.

In order to assist shareholders’ understanding of the performance

of the Group, the narrative below is focused on the adjusted

performance for the period, using several non-GAAP and Alternative

Performance Measures (APMs); in particular adjusted EBIT

adjusted profit before tax

and adjusted basic earnings per share

The Directors consider these adjusted measures to be relevant

as they provide a clearer view of the Group’s ongoing operational

performance. They also reflect how the business is managed and

measured on a day-to-day basis, aid comparability between periods

and, by excluding the effect of significant non-cash accounting

adjustments, more closely correlate with the cash and working

capital position of the Group.

The adjusted measures are before certain exceptional costs

investment in transformation as well as impairment of non-financial

assets and currency gains/(losses), as these are significant

non-cash accounting adjustments. A glossary and a reconciliation

of these APMs to statutory figures can be found at the end of this

report on pages 227 to 229.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FINANCE REVIEW CONTINUED

PERFORMANCE BY REGION

£m FY26 FY25

% change

Reported

% change

Revenue: EMEA 377.5 384.2 -1.7% -3.7%

Americas 278.4 288.5 -3.5% 1.1%

APAC 109.0 114.9 -5.1% -0.3%

764.9 787.6 -2.9% -1.4%

EBIT

: EMEA 78.7 74.4 5.8%

Americas 25.0 9.4 166.0%

APAC 17.2 15.0 14.7%

Support costs

(63.9) (61.8) 3.4%

57.0 37.0 54.1%

Adjusted EBIT

: EMEA 82.5 7 7. 3 6.7%

Americas 27.0 13.6 98.5%

APAC 18.5 16.0 15.6%

Support costs

(48.7) (46.2) 5.4%

79.3 60.7 30.6%

EBIT

margin by region: EMEA 20.8% 19.4% 1.4 pts

Americas 9.0% 3.3% 5.7pts

APAC 15.8% 13.1% 2.7pts

Total

7.5% 4.7% 2.8pts

Adjusted EBIT

margin by region: EMEA 21.9% 20.1% 1.8pts

Americas 9.7% 4.7% 5.0pts

APAC 17.0% 13.9% 3.1pts

Total

10.4% 7.7% 2.7pts

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Support costs represent Group-related support costs not directly attributable to each region’s operations and including Group Finance, Legal, Group HR, Global Brand and Design,

Directors, Global Supply Chain and other Group-only related costs and expenses.

3. Total EBIT margins are inclusive of support costs.

EMEA Revenue declined 1.7% to £377.5m, or 3.7% CC. Wholesale

revenue grew by 9.8% (7.6% CC), supported by delivery of a

stronger Autumn/Winter orderbook. Our EMEA DTC performance

was impacted by consumers participating in clearance against a

challenging consumer backdrop; this was particularly seen in UK

and DACH. As a result, EMEA DTC declined by 8.0% (9.9% CC),

with retail and ecommerce down 6.3% and 9.8% respectively

(8.3% and 11.5% CC). Full Price DTC mix declined 4pts; growing

Full Price mix in our largest EMEA markets is a priority for FY27.

EMEA adjusted EBIT

was £82.5m (FY25: £77.3m) due to tight

management of costs.

Americas Revenue declined 3.5% to £278.4m, however grew

1.1% in CC. DTC revenue declined by 3.7% (+1.1% CC), with

ecommerce revenues declining 7.9% (3.4% CC) with a strong

performance in Full Price being offset by the headwind of planned

reduced clearance activity. Americas retail grew 2.9% (8.2% CC),

with growth in CC in all quarters driven by higher footfall. Americas

wholesale revenue declined 3.1%, however grew 1.2% CC,

benefitting from good growth in both AW25 and SS26 orderbooks.

The wholesale performance was also impacted by the headwind of

aone-offlargeoff-pricewholesaledealinFY25whichmademinimal

profit contribution but served to right-size inventory. Excluding

this the underlying wholesale performance was stronger.

Americas adjusted EBIT

was £27.0m (FY25: £13.6m), driven

by improved gross margin, favourable FX movements and tight

management of costs.

APAC Revenue declined by 5.1% to £109.0m, down 0.3% CC. DTC

revenues declined 3.4% but grew 1.3% CC. South Korea Retail grew

25.4% (34.2% CC), driving total APAC retail growth of 0.9% (6.2%

CC). Japan, our largest market in APAC, grew ecommerce 12.6%

(18.1% CC), while China and South Korea were again impacted by

a significant planned reduction in clearance activity, contributing to

a total ecommerce decline in APAC of 8.9% (5.0% CC). Wholesale

was down 9.5% (4.3% CC) with an expected reduction in revenues

to our Australian distributor together with our exit from several

third-party ecommerce websites.

APAC adjusted EBIT

increased to £18.5m (FY25: £16.0m), driven

by improved gross margin and tight management of costs.

PERFORMANCE BY CHANNEL

Revenue decreased by 2.9% or 1.4% CC, driven by a decline in

DTC revenue of 5.8% or 4.2% CC. The focus on Full Price revenue

resulted in DTC Full Price revenue growing 0.6% and Full Price mix

increasing by 3pts, with a strong Full Price performance in USA and

APAC and a decline in EMEA Full Price, where we have more work

to do. Wholesale revenues increased by 2.5% or 3.7% CC.

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

DR. MARTENS PLC ANNUAL REPORT 2026

Volume, represented by pairs sold, decreased 2.5% to 10.2m

pairs with wholesale down 0.7% and DTC down 4.6% to 4.4m pairs.

The volume decline (of 2.5%) was greater than the CC revenue

performance (of 1.4%) due to the increase in ASP as a result of the

Full Price focus. This dynamic was most pronounced in Americas.

Full Price DTC pairs were up 2.4%, with Americas again the

standout performance, with Full Price DTC pairs up 16.5%.

The Americas pairs performance was despite a one-off large

off-price wholesale deal in USA completed in Q4 last year.

Ecommerce revenue was down 8.9% or 7.3% CC. This

performance was impacted by the planned reduction in clearance

activity, particularly in Americas, China and South Korea, with

all regions seeing a significant managed decline in discounted

ecommerce revenue. This was partially offset by an increase in

Full Price ecommerce revenue in Americas and APAC, however

in EMEA the headwind from consumers participating in clearance

against a challenging consumer backdrop resulted in Full Price

revenue decline.

Retail revenue declined 2.3% or 0.8% CC. In EMEA retail declined

by 8.3% CC, with weak footfall across all markets. We saw good

growth in America and APAC, up 2.9% and 0.9% respectively (8.2%

and 6.2% CC), with South Korea the standout market delivering

double-digit growth in all quarters and 34.2% CC for FY26. During

the period we opened 19 new stores and closed 18 stores to end

the period with 240 directly-operated stores. The 18 stores closed

duringtheperiodwereinmultiplemarketsandreflectthedisciplined

approach to store reviews in line with the new retail strategy.

Wholesale revenue was up 2.5% or 3.7% CC with both EMEA and

Americas delivering positive growth as AW25 order books were

fulfilledtowholesalecustomers,andstrongSS26orderbookgrowth

in Americas. APAC declined 4.3% CC in line with expectations.

RETAIL STORE ESTATE

During the period, we opened 19 (FY25: 17) new directly-operated

stores (via arm’s length leasehold arrangements) and closed 18

stores (FY25: 17), of which two were relocations.

Directly-operated stores

30 March

2025 Opened Closed

29 March

2026

EMEA: UK 34 2 (3) 33

Germany 17 2 (1) 18

France 18 1 – 19

Italy 14 – – 14

Spain 6 – (2) 4

Other 14 – – 14

103 5 (6) 102

Americas: 59 5 (7) 57

APAC: Japan 46 4 (2) 48

China 7 3 (3) 7

South Korea 17 1 – 18

Hong Kong 7 1 – 8

77 9 (5) 81

Total directly-operated

stores 239 19 (18) 240

The Group also trades from 15 (FY25: 20) concession counters

in department stores in South Korea and a further 96 (FY25: 88)

mono-branded franchise stores around the world as follows below,

with the first stores opening in Italy, Argentina, Chile and China

during the period.

Franchise and

partner stores

30 March

2025 Opened Closed

29 March

2026

EMEA: Italy – 1 – 1

– 1 – 1

Americas: Argentina – 1 – 1

Chile – 1 – 1

Canada 4 – – 4

4 2 – 6

APAC: Japan 24 1 – 25

China – 2 – 2

Australia 22 – (1) 21

New Zealand 5 – – 5

Taiwan 14 – (2) 12

Indonesia 10 2 (1) 11

Thailand 5 – – 5

Malaysia 2 1 – 3

Philippines 2 3 – 5

84 9 (4) 89

Total mono-branded franchise

and partner stores 88 12 (4) 96

ANALYSIS OF PERFORMANCE BY HALF

H1 revenue declined by 0.8% but increased by 0.8% CC, supported

by DTC growth in the Americas and APAC. In H2, trading conditions

became more competitive, increasing the consumer participation

of clearance, particularly in UK and DACH. This, combined with

stronger prior period comparatives in H2 than H1 resulted in revenue

declining by 4.3% (3.0% CC) to £442.9m (FY25 H2: £463.0m).

The reduction was driven by lower ecommerce revenue across

all regions in H2 and the headwind of a large off-price Americas

wholesale deal in FY25. These headwinds were partly offset

by retail growth in the Americas and APAC, both up 2.9% CC in H2.

Wholesale performance was stronger in H2 than H1, led by EMEA,

which increased by 19.3% (16.0% CC).

H1 FY26 H2 FY26

Reported CC Reported CC

Total Revenue -0.8% 0.8% -4.3% -3.0%

Region: EMEA -2.3% -3.2% -1.3% -4.1%

Americas 1.8% 6.3% -7.0% -2.2%

APAC -1.9% 1.5% -7.4% -1.5%

Channel: Ecommerce -7.3% -5.1% -9.7% -8.4%

Retail 3.0% 4.8% -5.8% -4.4%

DTC -1.9% 0.1% -7.9% -6.6%

Wholesale

0.6% 1.8% 4.4% 5.6%

1. Wholesale revenue including distributor customers.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FINANCE REVIEW CONTINUED

ANALYSIS OF PERFORMANCE BY QUARTER

Revenue performance by quarter was uneven, reflecting a combination of deliberate trading decisions and the shape of comparatives.

Q2 showed an improvement from Q1 across EMEA and APAC, driven primarily by a strong retail performance which grew 8.7% CC in Q2,

compared to 0.7% CC growth in Q1. Q3 was weaker against a more challenging comparative, with a weaker EMEA ecommerce performance,

while US ecommerce remained resilient, delivering a third consecutive quarter of growth. Retail continued to show a strong performance with

both Americas and APAC retail markets growing in Q3 and Q4. Wholesale grew in all quarters on a CC basis, with strong growth in EMEA

and Americas wholesale performance, more than offsetting the impact of a large off-price US wholesale deal in Q4 last year.

Q1 Q2 Q3 Q4

Reported CC Reported CC Reported CC Reported CC

Total Revenue -2.3% 0.7% 0.0% 0.9% -3.1% -2.7% -5.9% -3.5%

Region: EMEA -7.9% -7.2% 0.4% -1.3% -3.0% -6.0% 1.1% -1.3%

Americas 5.7% 11.9% -0.1% 3.4% -1.6% 2.2% -13.0% -7.2%

APAC -2.8% 0.0% -1.2% 2.7% -7.4% -2.7% -7.4% 0.0%

Channel: Ecommerce -4.9% -1.8% -9.1% -7.7% -6.8% -6.1% -14.1% -11.9%

Retail -2.0% 0.7% 7.7% 8.7% -7.3% -7.0% -3.5% -0.7%

DTC -3.3% -0.5% -0.7% 0.5% -7.0% -6.5% -9.3% -6.8%

Wholesale

0.7% 4.2% 0.6% 1.2% 9.3% 9.5% 0.1% 2.3%

1. Wholesale revenue including distributor customers.

PROFITABILITY ANALYSIS

Gross margin improved by 1.2pts to 66.2% or by 1.1pts CC driven

by the benefit of the increase in Full Price mix across US and APAC

partially offset by the promotional EMEA market, combined with

continued good control of COGS across the Group, particularly

through freight savings.

Opex

declined by 5.1%, or £19.4m, to £359.0m. Opex

not linked

to demand generation was tightly controlled across the business

and benefited from the cost actions taken in FY25; as a result

non-demand generating opex declined 6% year-on-year. Demand

generating opex remaining broadly flat, down 0.2%.

All IEEPA-related US tariffs included within Opex have been

considered an exceptional cost due to their magnitude and unusual

nature, with any future refunds to be considered exceptional income.

EBITDA

increased by 9.4% to £128.0m (FY25: £117.0m), with

reduced revenues offset by tight cost control.

EBIT

improved by 54.1% to £57.0m (FY25: £37.0m) as a result

of the increase in EBITDA and currency gains of £0.9m (FY25:

currency losses of £3.1m), and lower depreciation and amortisation

of £68.4m (FY25: £72.5m).

Profit after tax is analysed in the following table from EBITDA:

£m FY26 FY25

EBITDA

128.0 117.0

Depreciation and amortisation (68.4) (72.5)

Impairment (4.2) (4.3)

Other gains/(losses) 0.7 (0.1)

Currency gains/(losses) 0.9 (3.1)

EBIT

57.0 37.0

Add back: exceptional costs and adjusting

items

22.3 23.7

Adjusted EBIT

79.3 60.7

Net bank interest costs (17.7) (21.1)

Interest on lease liabilities and unwind of

provisions (6.6) (7.1)

Profit before tax 32.7 8.8

Add back: exceptional costs and adjusting

items

22.3 25.3

Adjusted profit before tax

55.0 34.1

Tax (8.9) (4.3)

Profit after tax 23.8 4.5

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

DR. MARTENS PLC ANNUAL REPORT 2026

Depreciation and amortisation charged in the period was £68.4m

(FY25: £72.5m) and is analysed as follows:

£m FY26 FY25

Amortisation of intangibles

6.3 6.1

Depreciation of property, plant and equipment

13.3 15.0

19.6 21.1

Depreciation of right-of-use assets

48.8 51.4

Total 68.4 72.5

1. Mainly represented by IT-related spend with the average useful term of 5 to 15 years.

2. Mainlyrepresentedbyofficeandstorefit-outcostswithausefultermof3to15years.

3. Mainly represented by depreciation of IFRS 16 capitalised leases with the average useful

term remaining of 2.9 years and 271 properties (FY25: 3.2 years and 267 properties).

FOREIGN CURRENCY

Dr. Martens is a global brand selling to consumers across the world

inmanydifferentcurrencieswiththeFinancialStatementsreported

in GBP. Foreign currency amounts in the Profit or Loss account

are prepared on an average actual currency rate basis for the period.

These exchange rates are calculated monthly and applied to

revenue and costs generated in that month, such that the actual

performance translated across the period is dependent on monthly

trading profiles as well as movement in currency exchange rates.

To aid comparability of underlying performance, we have also

calculated constant currency

movements across the Profit and

Loss account, which is calculated by applying the prior period

exchange rates to current period results to remove the impact of FX.

Exchange rates mainly impacting the Group are GBP/USD,

GBP/EUR and GBP/JPY. The following table summarises average

exchange rates used in the period:

GBP/USD GBP/EUR GBP/JPY

FY26 FY25 % FY26 FY25 % FY26 FY25 %

H1 1.34 1.28 4.7% 1.17 1.18 -0.8% 196 195 0.5%

H2 1.34 1.27 5.5% 1.15 1.20 -4.2% 208 194 7.2%

FY 1.34 1.28 4.7% 1.16 1.19 -2.5% 202 194 4.1%

The Group takes a holistic approach to exchange rate risk,

monitoringexposuresonaGroup-wide,netcashflowbasis,seeking

to maximise natural offsets wherever possible. While COGS

purchases for the Group are predominantly denominated in USD,

currency risk is partially offset from USD revenues earned in the

Americas and from distributor revenues, which are also largely USD

denominated. Where a net foreign currency exposure is considered

material, the Group seeks to reduce volatility from exchange

movements by using derivative financial instruments. During the

period, a £1.4m loss (FY25: £3.8m gain) was recorded in revenues

related to derivatives partially hedging the net EUR inflows.

Retranslation of foreign currency denominated monetary assets

and liabilities in the period resulted in a currency gain of £0.9m

(FY25: loss of £3.1m). This was predominantly due to the

revaluation of external purchase balances following the

depreciation of USD against GBP.

INTEREST

The Group’s exposure to movements in interest rates arises

primarily from cash investments, borrowings and IFRS 16 lease

liabilities. Total Group net interest costs for the period were £24.3m,

£3.9m lower than the prior year (FY25: £28.2m). This reduction

was mainly driven by lower interest on lease liabilities, together with

reduced Term Loan interest and Revolving Credit Facility (RCF)

non-utilisation fees, reflecting lower average principal amounts

following the refinancing completed in November 2024. In addition,

£1.6m of unamortised costs related to fees on the prior debt were

accelerated and recognised in FY25.

ADJUSTING ITEMS

In January 2026, the Group internally announced a reorganisation

programme with operating model changes effective from 1 April

2026, moving from a regions-based to a market-centric operational

model. The move to a market-centric model will enable a consumer-

first focus and ensure the business is organised to enable delivery

of the new strategy. Investment in transformation costs have been

included within adjusting items

as a new category.

In FY25, the Group announced it would be undertaking a cost action

plan, through operational efficiency and design, better procurement

and operational streamlining. We saw some benefit in FY25, with the

full benefit of annualised savings realised in FY26. In February 2025,

the Group commenced a project to change and improve the Global

Technology organisation and capability through the establishment

of a new technology centre in India. The costs of these projects have

been classed as exceptional.

In the period, the Group incurred exceptional costs of £12.1m

(FY25: £16.3m), £9.9m of which related to IEEPA-related US

tariffs following the US Supreme Court judgment, £0.8m Director

joining costs relating to the CEO and CFO, £0.4m in relation to

establishment of the Global Technology Centre in India, and £1.0m

pension buy-in accounting charges and associated expenses.

Impairmentofnon-financialassets,inrelationto15underperforming

stores globally, currency gains/(losses) along with investment in

transformation are presented as other adjusting items

to provide

a clearer view of the Group’s underlying operational performance.

£m FY26 FY25

Included in selling and administrative

expenses

Exceptional costs

Director joining costs 0.8 4.6

Cost savings-related costs 0.4 11.7

Pension buy-in accounting charges and

associated expenses 1.0 –

IEEPA-relatedUStariffsfollowingtheUS

Supreme Court judgment 9.9 –

12.1 16.3

Other adjusting items

Investment in transformation 6.9 –

Impairmentofnon-financialassets 4.2 4.3

Currency (gains)/losses (0.9) 3.1

Adjustments to EBIT

22.3 23.7

Exceptional costs

Accelerated amortisation of fees on debt

refinancing – 1.6

Adjustments to profit before tax 22.3 25.3

Tax charge was £8.9m (FY25: £4.3m charge) with an effective tax

rate of 27.2% (FY25: 48.9%), which is higher than the UK corporate

tax rate of 25.0%. This is driven by non-deductible expenses and

prior year tax adjustments on finalisation of FY25 tax returns.

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FINANCE REVIEW CONTINUED

Basic earnings per share was 2.5p (FY25: basic and diluted

earnings per share of 0.5p) or 4.2p earnings on an adjusted basis

(FY25: 2.4p). EPS and diluted EPS are similar numbers due to the

minimal dilutive impact of share options on the total diluted share

number. The following table summarises these EPS figures:

FY26 pence

Reported

FY26 pence

FY25

pence

Earnings

per share

Adjusted basic

4.2 4.1 2.4

Basic 2.5 2.2 0.5

Diluted 2.4 2.1 0.5

CASH FLOWS

£m FY26 FY25

EBITDA 128.0 117.0

Decrease in inventories 23.5 62.7

(Increase)/decrease in debtors (8.8) 6.3

Increase in creditors 5.1 15.3

Total change in net working capital 19.8 84.3

Share-based payments 5.2 7.2

Capex (11.9) (18.7)

Operating cash flow

141.1 189.8

Operating cash flow conversion

1,2

110.2% 162.2%

Net interest paid (17.2) (28.1)

Payment of lease liabilities (55.6) (56.2)

Taxation (10.9) (12.2)

Repurchase of shares (6.7) –

Derivatives settlement – (4.0)

Definedbenefitpensionpastservicecost 0.6 –

Proceeds from borrowings – 250.0

Repayment of borrowings – (283.0)

Dividends paid (24.6) (9.5)

Net cash inflow 26.7 46.8

Opening cash 155.9 111.1

Net cash exchange translation (2.3) (2.0)

Closing cash 180.3 155.9

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Adjustedoperatingcashflowconversion

is 109.7% (FY25: 149.8%).

Operating cash flow

generated an inflow of £141.1m (FY25: inflow

of £189.8m), impacted by positive working capital cash inflows of

£19.8m (FY25: inflow of £84.3m). Cash inflows on inventory were

inflated in FY25 as we cleared down obsolete and fragmented stock

in order to right-size inventory.

Debtors have increased by £8.8m (FY25: £6.3m decrease),

predominantly driven by wholesale customer orders in Q4.

Trade debtor days increased to 61 days (FY25: 58 days), falling

marginally outside the standard 60-day payment terms, driven

by customer mix with a higher proportion of EMEA debtors

(with debtor days at 64) than Americas (with debtor days at 53).

Creditors have increased by £5.1m (FY25: £15.3m) due to the

timing of payments around the reporting date.

Capex was £11.9m (FY25: £18.7m) and represented 1.6% of

revenue (FY25: 2.4%). The breakdown in Capex by category

is as follows:

£m FY26 FY25

Retail stores 7. 2 6.5

Supply Chain 0.1 1.4

IT/Technology 4.6 10.8

11.9 18.7

Net interest paid was £17.2m (FY25: £28.1m), representing a

£10.9m improvement year-on-year. The reduction was primarily

driven by lower debt interest following a change in interest term

periods (from six to three months) and a reduction in the Term Loan

principal amount after the refinancing in November 2024. Further

benefits arose from lower non-utilisation fees reflecting the reduced

principal of the RCF. Cash investment interest increased modestly

due to higher average cash balances, partially offset by lower

interest rates.

Payment of lease liabilities was £55.6m (FY25: £56.2m), lower

than FY25 by £0.6m.

REPURCHASE OF SHARES

Duringtheperiod,theDr.MartensplcEmployeeBenefitTrust(EBT)

was established, for the purpose of purchasing and holding shares

in Dr. Martens plc for subsequent transfer to employees under

the terms of the Group’s share plans. During the period, the Trust

purchased 10,000,000 shares (FY25: nil) for a total cash

consideration of £6.7m.

FUNDING AND LEVERAGE

The Group is funded by internally generated operating cash flows,

bank debt and equity. In November 2024, the Group agreed with

existing and new lenders to refinance its debt facilities, previously

comprising a €337.5m Term Loan and RCF of £200.0m. The facility

consists of a £250.0m Term Loan and RCF of £126.5m for an initial

term of three years, with two one-year extension options, subject

to lender approval.

In April 2026, the lending syndicate approved the Group’s request to

exercise the one-year extension option on both the Term Loan and the

RCF, extending the maturity of these facilities to 14 November 2028,

effective from 1 May 2026. On 30 March 2026, the Group also

cancelled £26.5 million of commitments under the RCF, thereby

reducing the total facility size to £100.0 million. All other terms remain

unchanged. Further details on the capital structure and debt are

given in notes 18 and 22 of the Consolidated Financial Statements.

The facilities are subject to a financial covenant, based on a

Net Debt/LTM EBITDA leverage ratio of <3x which is tested every

six months. The total net leverage test is calculated with a full 12

months of EBITDA (covenant calculation basis) and net debt being

inclusive of IFRS 16 lease liabilities at the Balance Sheet date.

As at 29 March 2026, the Group had total net leverage of 1.4 times

(FY25: 1.8 times).

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

DR. MARTENS PLC ANNUAL REPORT 2026

BALANCE SHEET

£m

29 March

2026

30 March

2025

Freehold property 6.5 6.7

Right-of-use assets 131.3 143.2

Otherfixedassets 66.7 76.2

Inventory 160.8 187.4

Debtors 71.2 63.4

Creditors

(114.6) (111.4)

Working capital 117.4 139.4

Other

7. 0 6.0

Operating net assets 328.9 371.5

Pension surplus 3.0 –

Goodwill 240.7 240.7

Cash 180.3 155.9

Bank debt (250.0) (250.0)

Unamortised bank fees 2.4 3.7

Lease liabilities (143.8) (155.4)

Net assets/equity 361.5 366.4

1. Includes bank interest of £2.1m (FY25: £2.4m).

2. Other includes investments, deferred tax assets, income tax assets, income tax

payables, deferred tax liabilities and provisions.

INVENTORY

Inventory declined from £187.4m in FY25 to £160.8m in FY26.

Inventory levels were broadly flat year-on-year in EMEA and

APAC with the reduction being driven by Americas.

£m

29 March

2026

30 March

2025

Inventory (£m) 160.8 187.4

Turn (x)

1.5x 1.5x

Weeks cover

32 35

1. Calculated as historical LTM COGS divided by average LTM inventory.

2. Calculated as 52 weeks divided by inventory turn.

PENSION SURPLUS

In December 2025, the Trustees purchased a bulk insurance annuity

policy, constituting a buy-in transaction. Prior to the buy-in transaction,

the Plan surplus was not recognised on the grounds that Airwair

International Limited was unlikely to derive any future economic

benefitsfromthesurplus.However,followingthetransaction,theasset

ceiling has been removed with the surplus recognised in full, on

the basis that any surplus now represents a true economic surplus.

The net surplus of £3.0m (FY25: £nil) has been recognised on the

Balance Sheet. Further details on the pension buy-in are given in

notes 4 and 30 of the Consolidated Financial Statements.

NET DEBT

Reduced year-on-year by £36.0m to £213.5m as summarised below;

£m

29 March

2026

30 March

2025

Bank loans (excluding unamortised bank fees) (250.0) (250.0)

Cash 180.3 155.9

Net bank loans (69.7) (94.1)

Lease liabilities (143.8) (155.4)

Net Debt

(213.5) (249.5)

LEASE LIABILITIES

New lease commitments and remeasurements during the period

were £38.0m, largely relating to £22.3m of remeasurements.

This was offset by £55.6m of lease repayments. Average lease

length is low, at 2.4 years to break (FY25: 2.6 years), with the

average lease length we expect to utilise being 2.9 years (FY25:

3.2 years) reflected on the Balance Sheet.

£m

29 March

2026

30 March

2025

Average lease

length to break

(years)

Stores 106.0 111.4 2.6

Offices,warehousesandother 37.8 44.0 1.3

Lease liabilities 143.8 155.4 2.4

RETURNS TO SHAREHOLDERS

Our capital allocation framework guides our view of returns to

shareholders and usage of excess cash. We have a target leverage of

less than 1.5x Net Debt/EBITDA through the year. There are four uses

ofcapitalforourbusiness.Thefirstisinvestmentintothebusiness,

for instance into the brand or through capex into stores, systems and

other investment projects. We also maintain a progressive dividend

policy of 25% to 35% earnings payout. The Board will also consider

strategic investments and additional capital returns to shareholders

in a situation when excess cash is available and we are below our

target leverage.

DIVIDENDS

TheBoarddeclaresafinaldividendof1.70p,takingthetotaldividend

for FY26, including the interim dividend of 0.85p, to 2.55p, in line with

the FY25 dividend payment. This will be paid to shareholders on the

£m FY26 FY25

Dividends paid during the period:

Priorperiodfinaldividendpaid 16.4 9.5

Prior period interim dividend paid 8.2 –

Total dividends paid during the period 24.6 9.5

Profit for the period 23.8 4.5

Dividend in respect of the period:

Interim dividend: 0.85p (FY25: 0.85p) 8.2 8.2

Final dividend: 1.70p (FY25: 1.70p) 16.3 16.4

Total dividend in respect of the period 24.5 24.6

Payout ratio % 103% 547%

MOVING TO MARKET-BASED DISCLOSURE

In FY27 we intend to move to market-based reporting, and no

longer report regional revenues, in line with the new operating model

forthebusiness.Wewillpublishhistoricalfinancialdataonthe

newreportingstructureaheadofthefirsthalfresultsinNovember.

GILES WILSON

CHIEF FINANCIAL OFFICER

19 MAY 2026

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FY26FY25FY24FY23

£764.9m

£787.6m

£877.1m

£1,000.3m

FY26FY25FY24FY23

£57.0m

£37.0m

£122.2m

£176.2m

FY26FY25FY24FY23

7.5%

4.7%

13.9%

17.6%

FY26FY25FY24FY23

£55.0m

£34.1m

£97.2m

£174.0m

FY26FY25FY24FY23

2.5p

0.5p

7.0p

12.9p

FY26FY25FY24FY23

£141.1m

£189.8m

£158.3m

110%

162%

80%

£48.4m

20%

What are we measuring and why?

Revenue arises from the sale of products to

consumers and is stated excluding value added tax

and other sales-related taxes. Revenue growth is

crucial for sustainable long-term growth and is driven

through increasing the number of pairs sold through

all channels and attracting and retaining consumers.

Performance

Revenue decreased by 2.9% (1.4% CC) to £764.9m

(£776.3m CC) in FY26, driven by a focus on Full

Price revenue and reduced clearance activities

across our channels.

Key associated risks

Links to strategy

Financial

Measuring our

performance

Revenue EBIT

EBIT margin

KEY PERFORMANCE INDICATORS

Adjusted PBT

Basic EPS

1,2

Operating cash flow

What are we measuring and why?

EBIT is the Group’s key profit measure to show

performance from operations and demonstrates

our ability to deliver a return on our revenue.

Performance

EBIT increased by 54.1% driven by stronger

margins year on year with COGS and opex being

tightly managed and benefiting from the cost-saving

activities in FY25.

What are we measuring and why?

EBIT margin expresses EBIT as a percentage of

revenue. Our EBIT margin helps assess operational

performance and efficiencies.

Performance

The EBIT margin improvement was the result of the

strong control over both COGS and operating costs,

including the benefit of the Full Price performance.

Adjusted EBIT margin improved from 7.7% to 10.4%.

What are we measuring and why?

AdjustedPBTshowstheGroup’sprofitperformance

before exceptional costs, investment in transformation,

impairment of non-financial assets, currency gains/

(losses) and after financing costs. PBT includes

depreciation, amortisation and net interest costs and

therefore provides another view of our profitability.

Performance

Adjusted PBT increased by 61.3% to £55.0m

(£54.2m CC) due to the increase in EBIT, with

depreciation and amortisation relatively flat

year-on-year.

What are we measuring and why?

EPS is profit after tax per share in issue and

indicates how much profit a company generates for

each share. EPS represents the earnings achieved

for each share and over time growth of this metric

should result in increased shareholder value.

Performance

Basic EPS was four times higher than FY25 due

to the higher profits achieved in the year.

What are we measuring and why?

Operating cash flow shows EBITDA less change in

net working capital, share-based payment expense

and capital expenditure. The level of operating cash

flow generated by the business is important in

assessing the underlying quality of performance and

the sustainability of growth.

Performance

Operating cash flow as a percentage of EBITDA was

110%, a 52%pts decrease compared to FY25 driven

by cash inflow on inventory in FY25, and to a lesser

extent in FY26 as we returned to normalised

inventory levels

9 1

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Refer to Finance review and note 10 of the Consolidated Financial Statements for further information on EPS and diluted EPS.

DR. MARTENS PLC ANNUAL REPORT 2026

FY26FY25FY24FY23

10.2m

10.5m

11.5m

13.8m

FY26FY25FY24FY23

63%

65%

61%

52%

FY26FY25FY24FY23

32%

34%

32%

28%

FY26FY25FY24FY23

240

239239

204

The Group monitors several key metrics to track the financial and

non-financial performance of its business. APMs

are used as we

believe they provide additional useful information on underlying

trends. The APMs are not defined by IFRS and therefore may

not be directly comparable with other companies’ APMs.

Linkage to remuneration

KEY METRICS WITHIN INCENTIVE PLANS

For FY26, the metrics within both our Global

Bonus Scheme (GBS) and our Long Term

Incentive Plan (LTIP) align with our strategic

objectives. 70% of the GBS is assessed on

stretching adjusted PBT targets and the LTIP

is based equally on cumulative EPS over

the three-year performance period, relative

total shareholder return and operating cash

flow conversion. Both PBT and EPS are

comprehensive profitability measures which

closely align with shareholder value creation.

KEY DRIVERS OF PERFORMANCE

Of the other key financial drivers, revenue

growth, EBIT and EBIT margin all help

to drive profit and long-term sustainable

business growth. While these are not directly

identified as metrics within the GBS and

PSP, they feed into the metrics of PBT and

EPS used in our incentive arrangements.

Brand and

product

Social, environmental

and climate

People and culture

Transformation

and change

Supply chain

Information and

cyber security

Financial

Legal and

compliance

Macroeconomic

uncertainty

Business resilience

Key associated risks:

Consumer

Product

Markets

Organisation

Links to strategy

Non-financial

Pairs Direct-to-consumer

Ecommerce mix Directly-operated stores

What are we measuring and why?

The number of boots, shoes and sandals sold during

the period, through all channels.

Performance

During FY26, we sold 10.2m pairs, a decline of 2.5%

compared to FY25 as we focused on the quality of

revenue resulting in constant currency revenue

declining by less than pairs.

What are we measuring and why?

DTC mix shows the combined ecommerce and

retail revenues as a percentage of total revenue.

Performance

FY26 DTC mix was 63%, down 2%pts compared

to FY25, driven by higher wholesale revenues and

a decline in DTC due to reduced clearance activity.

What are we measuring and why?

Ecommerce mix shows the total ecommerce

revenue as a percentage of total revenue. We aim

to grow ecommerce revenue in the medium term

and this metric therefore demonstrates our progress

against this target.

Performance

Ecommerce mix decreased by 2%pts to 32%

which was impacted by the planned reduction

of clearance activity.

What are we measuring and why?

Directly-operated stores shows the total number

of retail stores the Group operates globally.

Increasing our store estate drives retail and

ecommerce revenue growth.

Performance

During FY26 we opened 19 stores and closed

18 stores. Store openings and closings were

spread across the three regions with closures

due to both relocations and closing some

underperforming stores.

Links to strategy

Links to strategyKey associated risks

Key associated risks

Key associated risks Key associated risks

10 1

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

A separate section explaining how the Board

engages with each of these stakeholder

groups, and how their interests influence

Board decision-making, is set out in the

Governance Report on pages 104 to 107.

The Board’s formal statement under section

172 of the Companies Act 2006 (s.172)

is set out opposite. The stakeholder

engagement disclosures that follow in the

Strategic Report, alongside the Governance

Report disclosures, explain how regard was

had to stakeholder interests during the year.

The principles of s.172 are far-reaching

andreflectedacrosstheactivitiesofthe

wider business. The table below shows

where further information on how each

of the s.172 provisions is applied at

Dr. Martens can be found throughout

this Annual Report.

S.172 Provision Location of more information

The likely consequences of any decision

in the long term

Chair’s Statement (pages 08 and 09)

CEO review (pages 12 to 17)

Our business model (pages 18 and 19)

Our strategy (pages 20 and 21)

Key performance indicators (KPIs)

(pages 40 and 41)

Effective risk management

(pages 48 to 50)

Board activities (pages 100 and 101)

Viability assessment and going concern

(pages 56 and 57)

The interests of the Company’s employees Stakeholder engagement:

Our people (pages 46 and 47)

Sustainability: Governance (pages 74 and 75)

Nomination Committee Report (pages 112

to 119)

Whistleblowing (page 146)

Remuneration Committee Report

(pages 120 to 122)

Governance Report: Our people (page 106)

The need to foster business relationships

with suppliers, customers and others

Our business model (pages 18 and 19)

Our strategy (pages 20 and 21)

Strategy in action (pages 22 to 31)

Sustainability (pages 58 to 76)

Anti-bribery and corruption (page 87)

Governance Report: Our suppliers page 106)

The impact of the Company’s operations

on the community and the environment

Stakeholder engagement: Environment

&communities(page46)

Sustainability (pages 58 to 76)

Climate-related financial disclosures

(pages 77 to 86)

Governance Report: Our environment

&communities(page106)

The desirability of the Company

maintaining a reputation for high

standards of business conduct

Effective risk management (pages 48 to 50)

Division of responsibilities (pages 102

and 103)

Audit and Risk Committee Report

(pages 136 to 146)

Directors’ Report (pages 147 to 151)

The need to act fairly as between

members of the Company

Stakeholder engagement: Owners (page 44)

Relationship with largest shareholder

(page 150)

Annual General Meeting (page 150)

Governance Report: Owners (page 105)

STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT

Meeting the needs

In this section we describe our key stakeholder

groups, why engagement with them matters to

the business and how the Company engages

with them in practice, and summarise the

outcomes of that engagement during FY26.

of our stakeholders

DR. MARTENS PLC ANNUAL REPORT 2026

A key responsibility of all directors of UK companies under

the Companies Act 2006 (the Act) is their duty to promote the

success of the company. Specifically, the Act requires that each

of the Directors of Dr. Martens plc must act in a way that they

consider, in good faith, is most likely to promote the success

of the Company for the benefit of its members as a whole, and

in doing so have regard (among other matters) to:

Maintaining a long-term mindset

p.104 to 107

‘the likely consequences of any decision in the long term’

and ‘the desirability of the Company maintaining a reputation

for high standards of business conduct’

Our people p.46 and 47

‘the interests of the Company’s employees’

Consumers, partners and suppliers p.44 and 45

‘the need to foster the Company’s business relationships

with suppliers, customers and others’

Environment and communities p.46

‘the impact of the Company’s operations on the community

and the environment’

Owners p.44

‘the need to act fairly as between members of the Company’

The Board recognises that maintaining strong relationships and

healthy dialogue with the Company’s stakeholders remains critical

to our objective of delivering sustainable growth over the longer

term. The needs of our stakeholders are closely considered by

the Board when discussing matters of strategic significance.

The Board also pays due regard to the potential impact of

proposals tabled for its approval on our stakeholders and

has sought to establish a wider business culture that keeps

stakeholder interests at the heart of decision-making below

Board level.

The Board therefore confirms that, throughout the period under

review, it acted, and continues to act, to promote the long-term

success of the Company for the benefit of shareholders, while

having due regard to the matters set out in Section 172(1)(a) to

(f) of the Act.

While the Board will always favour outcomes that benefit all

stakeholder groups to the greatest extent possible, it is mindful

that achieving this is not always possible. Stakeholder priorities

are wide-ranging and do, at times, compete and conflict. The

Board therefore seeks to take decisions that it believes are most

likely to contribute to the delivery of its strategic priorities, thereby

serving the interests of all stakeholders over the longer term. How

stakeholders were considered in certain key decisions taken by

the Board during the year can be found in the ‘Our stakeholders’

section of the Governance Report on pages 104 to 107.

The general principles set out in Section 172 are also intrinsic

to how the Company operates below Board level and are firmly

embedded within our culture. The interests of our stakeholders

and the ways in which the actions we take as a business impact

their interests are considered as part of decision-making

processes across the Company. Some examples of these are

provided on the following pages and more information can be

found in our Strategic, Sustainability and Governance Reports,

located from pages 01, 58 and 88 respectively.

SECTION 172 STATEMENT

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED

Why we engage

+ Our shareholders are the owners of the Company. Ongoing

engagement supports transparency, accountability and

informed dialogue, and is an important part of the Company’s

approach to meeting its responsibilities under s.172

+ Understanding investors’ priorities and maintaining clear, open

dialogue is an important part of operating as a listed company

+ Engagement with shareholders also supports the Company’s

approach to acting fairly as between members, including through

consistent communication and equal access to information

How the Company engages

+ The Investor Relations function leads regular and transparent

engagement with shareholders, including meetings, investor

roadshows, one-on-one sessions with our largest institutional

investors, group discussions and engagement with

prospective investors

+ Leadership, along with Non-Executive Directors where

appropriate, regularly engage with our institutional shareholders

following results and at other key points during the year

+ The Director of Investor Relations and Corporate

Communications is responsible for investor engagement and

ensuring that the Board is kept informed of investor views.

These are obtained through direct engagement and via

corporate brokers following results roadshows, meetings

and conferences

+ The Company provides regular market updates, including

half-year and full-year financial results and scheduled trading

updates, including on the AGM date and for the key Q3

trading period

+ Other corporate channels, including RNS Reach and the

Company’s LinkedIn site, are used to share non-financial,

non-regulatory updates and news stories, supporting wider

and more consistent access to information for shareholders

Why we engage

+ Moving from a channel-first to consumer-first mindset is one

of the major shifts of our new strategy

+ Understanding consumers’ evolving needs and expectations

helps ensure our products, channels and brand remain relevant

over the long term

+ Engagement with consumers provides insight that informs

decisions on products, campaigns, services and the end-to-end

consumer experience

How the Company engages

+ Monitoring consumer sentiment through social listening and other

insight tools

+ Selected physical and digital touchpoints, including our Brewer

Street store, are used to test and deepen consumer engagement

beyond the point of purchase

+ Annual consumer surveys across key markets to monitor brand

health and competitive positioning

+ Post-checkout Net Promoter Score surveys to gather feedback

on the digital consumer experience

+ Consumer interviews and feedback gathered throughout the

product development process

+ Targeted qualitative research to support brand positioning and

campaign development

+ Periodic refresh of consumer segmentation to reflect evolving

needs and attitudes across markets

+ Regular tracking of consumer sentiment towards our iconic

products in key markets

+ Use of third-party consumer research partners at key stages

of the go-to-market process

+ Feedback gathered following customer service interactions

METRICS

+ Atotalof75investormeetingscovering74separatefirmsin

FY26, 65 of which were attended by at least one of the Chief

ExecutiveOfficer,ChiefFinancialOfficerorChairman.Inaddition

toregularoffice-basedmeetingswealsohostedmeetingsinour

Brewer Street store, including a group breakfast event, so that

investors could start to have more exposure to senior

management and to bring the brand to life

+ Regular qualitative feedback received from investors

following results, roadshows, investor conferences and

other key announcements

OUTCOMES

+ Ongoing dialogue with investors throughout the year provided an

opportunity for them to address questions and concerns directly

+ All resolutions passed at the 2025 AGM with at least 88.07% of

votes in favour and total voting capital instructed ranging from

77% to 81%

METRICS

+ Monitoring of brand sentiment, share of search and key themes

across social and digital channels

+ Brand health metrics from annual consumer surveys, including

purchase intent, consideration, value perceptions and Net Promoter

Score, analysed across markets and consumer segments

+ Approximately 100,000 responses to the FY26 digital Net

Promoter Score survey

+ Icon health tracking in the UK and USA, monitoring familiarity,

purchase intent, perceived value and comfort

+ Insight from media partners on consumer cohorts, media

consumption and behaviour in key markets

+ Ongoing insight from the Customer Data Platform (CDP)

on direct-to-consumer (DTC) behaviour

OUTCOMES

+ Year-on-year improvements across core brand equity

measures, supported by activity focused on our core icons

+ OpenedthefirstbeaconretailstoreatBrewerStreet,

providing a controlled environment to test new approaches

to consumer engagement

+ Improvements to elements of the digital checkout journey

informed by Net Promoter Score feedback

The patchwork of groups and individuals

who support our brand and buy our products,

through any channel

Shareholders of Dr. Martens plc, be they large

institutional investors, employees, private individuals

or our largest single investor, IngreGrsy Limited

CONSUMERSOWNERS

DR. MARTENS PLC ANNUAL REPORT 2026

Why we engage

+ As a significant contributor to revenue, strong and enduring

relationships with key wholesale and distribution partners

support consistent brand presentation and product availability

across markets

+ In large and geographically diverse markets, wholesale

partnerships provide scale and access, enabling the business

to reach a wider audience

+ Engagement supports effective planning of inventory levels

and product mix throughout the year

+ Distributor partnerships support entry into new markets quickly

by leveraging local knowledge and infrastructure

How the Company engages

+ Operational planning is undertaken in partnerships with

distribution counterparts to maintain strong brand representation,

with store network expansion subject to approval and minimum

purchasing commitments in place to support sustainable growth

+ Regional wholesale teams oversee and develop partner

relationships through ongoing communication, performance

management and regular engagement

+ A product segmentation approach is applied within the wholesale

channel to ensure assortments are appropriately tailored by

location and season, reflecting partner and consumer needs

+ Joint planning with partners across the end-to-end go-to-market

process ensures products and brand messaging are delivered

consistently in line with seasonal priorities and brand storytelling

METRICS

+ Insight gathered through sell-in discussions and business

review meetings provides visibility on consumer behaviour

and market trends, supported by sell-through data and access

to consumer information

+ Wholesale partners are grouped within a structured segmentation

framework, which is reviewed on an ongoing basis through a

consumer-ledlenstoensuretheproductofferisappropriately

differentiatedacrossmarketsandchannels

+ Distributor success is typically tracked using measures including

sales growth, sell-through, market coverage, margins, inventory

health and delivery performance, alongside indicators of brand

execution, marketing impact and forecast accuracy

OUTCOMES

+ Engagement with partners supported improvements to brand

presentation across distributor and franchise stores

+ Local partner expertise enabled timely responses to market

opportunities, including pop-up formats, to build brand awareness

and test DTC channel viability

+ Distributor partnerships supported expansion into new markets

by leveraging local expertise and retail networks

Why we engage

+ A resilient and effective supply chain is fundamental to

the delivery of the strategy and the availability of products

to consumers

+ Engagement with suppliers supports delivery of the Group’s

sustainability priorities and expectations on labour, workplace

standards and responsible sourcing

+ Ongoing engagement supports awareness of regulatory

change and external developments relevant to the supply

chain environment

How the Company engages

+ Each season, the Technical Development Team reviews

the new product development pipeline with Tier 1 suppliers,

focusing on quality risks and operator safety

+ Engineering and Sourcing Teams work with Tier 1 suppliers to

identify and deliver manufacturing improvements, with emphasis

on operator wellbeing, product longevity and build quality

+ Supplier conferences are held regularly and provide a forum

for strategic discussion and alignment

+ Operational performance, supply chain matters and seasonal

costing are reviewed through regular engagement with Tier 1

suppliers, including monthly calls and seasonal planning updates

+ Manufacturing facilities are subject to ongoing oversight through

site inspections, continuous improvement programmes and

CSR audits to identify and manage human rights risks within the

supply chain

+ All suppliers are required to adhere to the Dr. Martens Master

Supplier Agreement and Supplier Code of Conduct

METRICS

+ Information from the CSR monitoring programme provides

visibility over supplier compliance with labour legislation,

regulatory requirements, recognised industry standards and

the Company’s Supplier Code of Conduct

+ Operationalperformanceindicators,includingfactoryefficiency

measures, operator cycle times and material utilisation, are

reviewed seasonally with Tier 1 suppliers

+ Environmental information from Tier 1 suppliers is used

to understand supplier-level impacts, including energy

consumption, water usage and waste practices

+ Supplier payment practices are tracked to monitor settlement

against agreed terms

OUTCOMES

+ Engagement with suppliers supported consistent standards

of delivery and ongoing alignment with the Group’s

sustainability priorities

+ Continuity of supplier engagement and strong, enduring

relationships with key partners maintained during a period

of change within the Global Supply Chain function

Wholesale and distribution partners supporting

the expansion of our brand across new and

existing markets

Product manufacturers, material suppliers, logistics

providers and distribution partners that support the

sourcing, manufacture and distribution of our products

PARTNERS SUPPLIERS

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

OUR PEOPLEENVIRONMENT & COMMUNITIES

STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED

Why we engage

+ Engagement helps the Company understand employee views and

experiences and informs the creation of an inclusive and effective

working environment

+ Through engagement, the Company fosters a culture of trust,

inclusion and open dialogue across the business

+ Effective engagement supports performance, collaboration and

the attraction and retention of talent

How the Company engages

+ The Company uses a combination of regular engagement surveys

and targeted pulse surveys to gather employee feedback and

enable timely action

+ Leadership communication is supported through regular,

multi-channel engagement, including blogs, webinars and

updates from senior leaders

+ Global and regional forums, including town halls and engagement

events, provide opportunities for employees to stay informed, ask

questions and engage with the Company’s strategy and priorities

+ Employee Resource Groups support inclusion, connection and

employee voice across the business

+ Team-level engagement supports connection, collaboration

and alignment with business priorities

+ An Engagement and Inclusion Action Group brings together

representatives from across the Company’s leadership teams

globally to support co-creation of initiatives focused on topics

including career development, connection, strategy and

leadership visibility

METRICS

+ Response rates to engagement and pulse surveys, including

a 79% response rate to the October 2025 pulse survey

+ Adefinedemployeeengagementmetric,measuredthrough

the October 2025 pulse survey, formed part of the FY26

bonus framework

+ Workforce diversity, equity and inclusion metrics are monitored

as indicators of inclusion and employee experience. Further

detail on commitments, targets and progress is set out on

page 47, opposite

OUTCOMES

+ A global employee assistance programme was launched in

FY26, strengthening support for employee wellbeing

+ Employeesreportedincreasedconfidenceindelivering

improved consumer outcomes, with 64% overall (71% of

non-retail colleagues) expecting the strategy to enhance

the consumer experience

+ Mixed progress towards leadership diversity commitments, with

improvements in the representation of women alongside a decline

in senior leaders from underrepresented communities, while the

proportionofcolleaguesidentifyingasnon-binarywasbroadlyflat

Why we engage

+ As a global footwear brand, the Company recognises its

responsibility to manage the environmental and social impacts

of its operations and value chain

+ Circularity supports the Company’s approach to reducing

environmental impact by extending product life and reducing waste

+ Ongoing management of environmental and social impacts

supports responsible practices across the value chain and strong

relationships with stakeholders

+ Engagement with communities supports the delivery of the

Group’s social priorities, including inclusion, wellbeing and

positive social impact

How the Company engages

+ The Company’s sustainability strategy is being refreshed to

align with its long-term objectives, with a circularity-first focus

+ Progress continues against sustainability commitments and targets,

including Net-Zero and the adoption of lower-impact materials

+ Sustainability-related policies, updates and reports are shared

through internal and external communication channels, while

strong governance ensures that the right expertise is involved

in decision-making

+ The activities of the Dr. Martens Foundation support engagement

with communities through grant-making and volunteering

initiatives, with employee participation encouraged

+ Employees are provided with two paid volunteering days per

year to enable them to support local community initiatives

METRICS

+ Monitoring repair and resale volumes, including pairs

repaired through the UK DTC repair service and sold through

resale channels

+ Monitoring of Dr. Martens Foundation activity, including employee

participation in engagement events and grant-making initiatives

+ Tracking of renewable electricity coverage for our global owned

and operated sites, with 92% purchased and market-matched

coverage achieved in FY26

OUTCOMES

+ Sustainability priorities were adjusted during the year to place

greateremphasisonacircularity-firstapproach

+ Engagement with suppliers supported continued progress

on responsible sourcing and traceability

+ During the year, the Dr. Martens Foundation held an internal

engagement event that enabled employees to vote on the

charities receiving grants, strengthening employee involvement

+ Good progress made in scaling circularity activities, extending

product life through resale and repair activity and reducing waste

The environment affected by the Company’s

activities and the communities in which the

business operates globally

All Dr. Martens employees globally, whether

based in our own stores, offices, distribution

centres or factories

DR. MARTENS PLC ANNUAL REPORT 2026

OUR PEOPLE CONTINUED

Workforce diversity, equity and

inclusion (DE&I) metrics and progress

OUR COMMITMENTS

WhilethefollowingcommitmentsareusedbyleadershiptoguideDE&Iactivityandmonitorprogress,theyarenotthesolemeasure

ofsuccess.DE&IprogrammesareembeddedwithintheGroup’speoplepoliciesandpracticesandsupportemployeeengagement,

inclusion and experience across the organisation, evolving over time in line with changes to the workforce and business.

Data as at 29 March 2026.

Commitment

30% underrepresented communities

in senior leadership roles by 2027

11%

Ethnicity

30%

Increasing representation from

underrepresented communities within

senior leadership roles by 2027

Commitment

50% women in senior leadership

roles by 2027

43%

Commitment

Increase in non-binary colleagues

to 4% globally by 2027

HOW WE’RE DOING

The figures presented below are as at 29 March 2026, reflecting the Company’s position at the financial year end.

Following the reorganisation, which formally came into effect on 1 April 2026, women represented 52% of senior leadership roles.

Gender

50%

Improving gender balance within senior

leadership roles by 2027

Supporting inclusion and visibility

of non-binary colleagues across

the Group to 4% by 2027

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Effectiverisk

management

“The evolution of our strategy and operating

model is providing a great opportunity to further

embed effective risk management into our DNA.

Decision-making, accountabilities and

leadership behaviours are all being

enhanced, which are key elements of

good risk management. These in turn

support execution of our strategy, achieving

sustainable growth, and protecting our

people, assets, reputation and brand.”

RISK MANAGEMENT AND OUR PRINCIPAL RISKS

MATT KETTEL

Director of Internal

Audit and Risk

DR. MARTENS PLC ANNUAL REPORT 2026

BOARD

RISK GOVERNANCE AND OVERSIGHT KEY COMPONENTS

GROUP LEADERSHIP

REGIONS, MARKETS, FUNCTIONS AND PROJECTS

DIRECTION AND OVERSIGHT

REPORTING AND ESCALATION

RESPONSIBILITIES

+ Strategic oversight for ensuring risks are identified and managed

+ Robust assessment of principal risks, considering emerging risks and risk appetite

RESPONSIBILITIES

+ Executive ownership of key risk areas

+ Crisis Management Framework with a specific Cyber Incident Management playbook

+ Leads the key first and second-line activities, including Finance, Legal and Compliance,

Technology and Human Resources

REGIONS AND MARKETS

+ Country risk assessment framework supports

decision-making on market expansion

FUNCTIONS AND PROJECTS

+ Functional risk registers, with reporting and escalation

to Group Risk Register

+ Strategic Portfolio Planning Team prioritises projects

and monitors risk

Independent reports from third-line

assurance activities – internal audit

Audit and Risk Committee

Supports Board on oversight of risk, controls and assurance,

including ‘risk deep-dives’

RISK MANAGEMENT APPROACH

Our approach to risk is an integrated part of the overall governance

and management of the Group, as set out in more detail in the

Governance section, particularly the Audit and Risk Committee

Report on page 136. Throughout FY26, we have continued to

mature and embed our risk management process, which is set

out in more detail below.

In setting our strategic priorities, we take into account horizon

scanning and external insights and these insights also feed into how

risk is identified, assessed and managed, including for emerging

risks. We consider risks over different timeframes, which also

influences response and priority for undertaking further analysis

and potential action.

The Group follows the ‘three lines model’ for risk, controls and

assurance. Operational management and our people are the

Group’s first line, as they are primarily responsible for the direct

management of risk and ensuring that appropriate mitigating

controls are in place and operating effectively. The second line

is formed by the internal compliance and oversight functions

such as Finance, Legal and Compliance, Technology and Human

Resources. The third line includes the Internal Audit Team, reporting

to the Audit and Risk Committee.

RISK APPETITE

We recognise the need for informed risk-taking in order to deliver

sustainable and profitable business growth, and our risk appetite

variesacrossdifferentprincipalrisks,whicharesetoutonpages51

to 55. Our risk appetite across different areas informs the Group’s

Risk and Control Framework and day-to-day control activities.

Examples of these activities include:

+ Adherence to delegation of authority, including commercial,

financial and legal decisions and approvals

+ Ongoing business performance monitoring, including monthly

and quarterly reviews

+ Strategy and planning (annual budgets and five-year plans)

+ Analysis of appropriate insurance cover against risk appetite

+ Financial controls defined and built into key systems

+ Compliance policies, guidance and training

The diagram below shows the key elements of the Dr. Martens approach to risk governance, including the ‘bottom-up’ and ‘top-down’

aspects. In identifying risks, we consider four broad categories of risk: strategic, operational, financial, and legal and compliance.

Group Risk Committee

+ Oversees Group Risk Register + Oversees Crisis Management Framework

RISK THEMES

+ Working groups established with focus on specific

risk areas, including fraud, artificial intelligence,

third-party risk, policies and training

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED

PRINCIPAL RISKS

For each principal risk, we have reviewed and, where appropriate,

updated the risk descriptions, impacts of the risks, risk appetite and

mitigating actions. We have also assessed the level of risk compared

to the previous financial period.

For FY26, the principal risk ‘People, culture and change’ has been

split into ‘Transformation and change’ and ‘People and culture’.

Whiletheserisksarecloselyinter-related,thesplitbetterreflectsthe

way that we manage the underlying risks, as well as the different

levels of risk appetite we have for each. We have added a principal

risk of ‘Business resilience’. Previously, aspects of this risk were

embedded in other risks, including ‘Supply chain’, ‘Cyber security’

and ‘Macroeconomic uncertainty’.

The Board confirms that it has carried out a robust assessment of

the Group’s emerging and principal risks. Upcoming UK corporate

governance reforms, related to Provision 29 of the UK Corporate

Governance Code, mandates that the Board monitor the Group’s

risk management and internal control systems and conducts an

annual review of their effectiveness. For Dr. Martens, the first

attestation will be in the FY27 reporting. In preparation for this, a

programme is underway to assist with the identification of ‘material

controls’ and related assurance, which has been reviewed through

Audit and Risk Committee meetings during FY26. The graphic

below shows more detail on the programme approach and alignment

with our risk management framework. Further details are also in the

Audit and Risk Committee Report on page 136.

Set out below is the Board’s view of the principal risks currently

facing the Group, along with examples of how they might impact

us and an explanation of how the risks are managed or mitigated.

Further details of how the Group manages financial risks are

provided in note 22 to the financial statements.

We recognise that the Group is exposed to risks wider than those

listed. However, we have disclosed those that we believe are

likely to have the greatest impact on the Group delivering its

strategic objectives.

CHANGES TO PRINCIPAL RISKS IN THE PERIOD

TRANSFORMATION AND CHANGE

This risk was previously included in a combined People,

culture and change principal risk. We have been successful in

delivering key projects and managing leadership changes in the

past 12 months, with proactive consideration and management

of risks. As we move to the next phase of implementing the new

strategy, we will continue to embed risk management in how we

manage and monitor transformation and change.

BUSINESS RESILIENCE

Previously, aspects of this risk were embedded in other risks,

including ‘Supply chain’, ‘Cyber security’, ‘Social, environmental and

climate’ and ‘Macroeconomic uncertainty’. Social unrest, extreme

weather, pandemics or other incidents, together with a cyber-attack

or failure of key IT systems, could significantly disrupt operations,

supply chains and demand across key markets. Reflecting the

Group’s approach to being coordinated on preparing for and

responding to major disruptive events of multiple types, we have

combined these into a new principal risk.

PHASED APPROACH TO READINESS

A proactive approach to Provision 29

In each of the four phases of preparation for our first declaration

in our FY27 report, there is a close alignment and integration with

our risk management framework. In FY26, we have made good

progress, completing phases 1 and 2.

As we move into phases 3 and 4, we will also consider further

opportunities to strengthen and embed our approach to risk

management, looking at it through the lens of material controls.

REMEDIATION &

STRENGTHENING

This stage includes ensuring

we fix any significant risk

mitigation gaps identified

in the dry-run, before the

first official declaration.

INITIAL EXTERNAL

REPORTING

Final evaluation before

external disclosure in the FY27

Annual Report. We expect

our Provision 29 declaration

will be closely aligned with

our principal risk disclosures.

BUILD THE FRAMEWORK

Built the foundations for the

internal ‘dry-run’ rehearsal of

year-end reporting, including

strengthening the definition

and accountability for

mitigating controls, set out

in ‘How we manage the risk’

in the following pages.

PHASE 3 PHASE 4PHASE 2

RISK ASSESSMENT

& SCOPING

The principal risks provided a

key input to identifying the initial

universe of material controls,

together with additional

controls covering external

reporting and fraud risks.

PHASE 1

EMERGING RISK: AI

We consider artificial intelligence (AI) to be an emerging risk, as

well as a driver for several of our current principal risks, particularly

cyber. We are further developing our AI governance framework to

ensure the right balance between opportunity and risk.

Wehaveaddedtwonewprincipalrisks,tobetterreflectthespecific

risk drivers and mitigations that were previously included in other

risks. We have shown a slight increase in ‘Macroeconomic

uncertainty’. Further details are below and on the following pages.

MACROECONOMIC UNCERTAINTY

Geopoliticalinstability,includingregionalconflicts,arelikelyto

result in increased macroeconomic uncertainty. We believe that our

business is materially more resilient than it was previously and we will

need to be agile whilst we navigate the uncertain trading environment.

DR. MARTENS PLC ANNUAL REPORT 2026

RISK TREND

LINKS TO STRATEGY

No change

Slight increase

Increase

Slight decrease

Decrease

Consumer

Product

Markets Organisation

RISK IMPACT

+ Brand is no longer perceived as relevant with consumers

+ Negative media or social media coverage damages our brand

+ Counterfeit or lookalike product impacts our sales and brand

+ Serious quality or product regulatory compliance issues

resulting in product recall or compensation to consumers

HOW WE MANAGE THE RISK

+ A clear brand strategy to reinforce premium positioning

and long-term brand value

+ Research on consumer insights and trends

+ Monitoring of brand health by key market and

consumer segment

+ Marketing activity to maximise brand value and exposure,

and build long-term brand equity

+ Focused brand investment in key global cities to maximise

cut-through and impact

+ Product innovation to stay one step ahead and alleviate any

counterfeit risk

+ Monitoring and responding to social media and customer

service issues

+ Intellectual property expertise with robust enforcement strategy

+ Robust product quality and testing processes

RISK APPETITE

+ Balanced risk appetite in order to innovate, deliver our

strategy and stay relevant with consumers

+ Supported by processes to avoid or mitigate any brand

and intellectual property protection risk

READ MORE ABOUT THIS RISK

+ Culture crafted on pages 04 and 05

+ An iconic brand on pages 18 and 19

+ Stakeholder engagement – Consumers on page 44

+ Levers for growth – Product on pages 24 and 25

+ Sustainability section on pages 58 to 76

RISK IMPACT

+ Non-compliance or reputational concerns in supply chain

potentially damage the brand resulting in lower sales

+ Our product and business activities fail to keep pace with

consumers’ social and environmental expectations,

resulting in lower sales growth

+ Climate change impacts upon our business or because

of our business operations

+ Business interruption and increased operating costs arising

from compliance failures or remediation actions

HOW WE MANAGE THE RISK

+ A sustainability strategy, with oversight through dedicated

governance forums and cross-functional working groups

+ External advice to ensure we adopt good practices,

for example, regenerative leather feasibility study or

leather traceability

+ Investment in a tool to assist with carbon emissions data

management and analysis

+ Repair service in the UK and ReWair, our resale platform,

in the USA

+ External assurance over key third-party manufacturers,

including human rights standards, modern slavery

compliance and our Supplier Code of Conduct

+ Environmental certification for Made In England factory

+ Further developing an assessment of climate risks and

potential impacts and mitigations

+ Insurance cover for physical damage and loss (e.g. flooding)

RISK APPETITE

+ Low risk appetite considering human rights standards

and our consumer expectations

+ The longer-term nature of some climate change risks and

the level of uncertainty associated with their occurrence

and impact mean that we accept a higher level of risk

READ MORE ABOUT THIS RISK

+ Stakeholder engagement on pages 42 to 47

+ Sustainability section on pages 58 to 76

We fail to develop and protect

our brand and product

Our sustainability strategy and

programme fail to deliver or do not

meet stakeholder expectations

Change from FY25 Change from FY25

RISK TREND RISK TREND

BRAND AND PRODUCT

LINKS TO STRATEGY LINKS TO STRATEGY

SOCIAL, ENVIRONMENTAL AND CLIMATE

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED

RISK IMPACT

+ Failure to attract, retain and develop talent could potentially

impact the delivery of the business strategy

+ Potential loss of key personnel, with a lack of clear

succession planning for critical roles

+ Deterioration in overall business performance due

to reduced organisational capabilities

+ Culture does not successfully evolve to support

business strategy

HOW WE MANAGE THE RISK

+ Regular employee engagement and listening activities,

supported by action plans to address key themes

+ A clearly articulated employee value proposition, values

and behaviours, including the ‘DM Way’, to reinforce culture

and engagement

+ End-to-end talent management processes, including

succession planning, retention measures and a consistent

framework for talent review

+ Investment in leadership capability, learning and

development, including Leadership and Retail Academy

programmes and support for leading change

+ Competitiveandinclusivereward,equityandDE&I

programmes designed to attract, motivate and retain talent

RISK APPETITE

+ Overall balanced risk appetite in order to grow, innovate

and respond to new challenges and opportunities

READ MORE ABOUT THIS RISK

+ Stakeholder engagement – Our people on pages 46 and 47

+ Nomination Committee Report on pages 112 to 119

+ Section 172 Statement on pages 42 to 47

RISK IMPACT

+ Failure to deliver business strategy and planned benefits

due to unsuccessful transformation and change initiatives

+ Operational disruption and inefficiencies arising from poorly

implemented change or competing transformation priorities

+ Increased costs and delayed returns on investment from

extended or failed transformation programmes

+ Reduced organisational performance, employee engagement

and ability to respond to market or strategic demands

HOW WE MANAGE THE RISK

+ Clear prioritisation of strategic projects and programmes,

supported by robust business cases and the ability to stop

or defer initiatives where required

+ A consistent approach to project planning and delivery,

underpinned by common tools, standards and best practice

+ Effectiveplanningandmanagementofresourcecapability,

including targeted recruitment to support key change initiatives

+ Strong governance over the strategic change portfolio,

including regular senior-level review and reporting on

delivery against business objectives

+ Structured approval and oversight processes,

including stage-gate controls and active management

of inter-dependencies between projects

RISK APPETITE

+ Overall balanced risk appetite in order to grow, innovate

and respond to new challenges and opportunities

READ MORE ABOUT THIS RISK

+ Stakeholder engagement – Our people on pages 46 and 47

+ An iconic brand on pages 18 and 19

We fail to attract, retain and develop

talent and capabilities required

to deliver business strategy

We fail to successfully deliver and embed

transformation and change initiatives, resulting

in an inability to achieve our strategic objectives

Change from FY25 Change from FY25

RISK TREND RISK TREND

PEOPLE AND CULTURE

LINKS TO STRATEGY LINKS TO STRATEGY

TRANSFORMATION AND CHANGE

Split risk

RISK TREND

LINKS TO STRATEGY

No change

Slight increase

Increase

Slight decrease

Decrease

Consumer

Product

Markets Organisation

DR. MARTENS PLC ANNUAL REPORT 2026

RISK IMPACT

+ Capacity restrictions in manufacturing and distribution

+ Global trade restrictions, tariffs and duties result in

additional costs

+ Logistics and shipping disruption causing an increase

in operating costs

+ Raw material prices increase our cost of production

HOW WE MANAGE THE RISK

+ Ongoing review of sourcing dependencies by country,

supplier and factory, supported by diversification and

alternative sourcing strategies

+ Strong supplier relationship management and capacity

planningtomaintainflexibilityandmitigateconcentrationrisk

+ Investment in systems and forecasting capabilities to

support improved demand planning, sourcing and

production decisions

+ Scenario analysis and viability assessments to understand the

impact of major supply disruptions and inform mitigation plans

+ Appropriate insurance cover and logistics resilience

measures, supported by a strong distribution network and

flexible shipping capabilities

RISK APPETITE

+ Moderate risk appetite for this risk, as a stable and resilient

supply chain is necessary for delivering our core products

to meet consumer demand and support business growth

+ The risk is mitigated through a geographic spread of factories

and management of stock. However, it is recognised there is

a balance between the investment required to reduce risk and

the amount of risk and uncertainty we accept due to external

factors that are largely outside our direct control

READ MORE ABOUT THIS RISK

+ Stakeholder engagement – Suppliers on page 45

+ Sustainability – Responsible supply chain management

on pages 70 and 71

+ Sustainability – Operate responsibly on pages 68 to 71

RISK IMPACT

+ Ecommerce, in-store payment or other key IT systems

are compromised or subject to prolonged disruption

(including ransomware), negatively impacting revenue

and operating costs

+ Theft or loss of sensitive consumer, payment or product

dataresultinginreducedconsumerconfidence,reputational

damage and potential counterfeiting

+ Prolonged system outage or security incident results in an

inability to deliver key business activities

+ Regulatory fines, remediation costs and legal exposure

arising from data protection or security breaches

HOW WE MANAGE THE RISK

+ A defined cyber security strategy to improve security

maturity, benchmarked against recognised frameworks

and peer organisations

+ Strong technical and operational security controls, including

active monitoring, identity and access management,

vulnerability management and penetration testing

+ Ongoing compliance and assurance activity, including

regular maturity reviews and certification across key

channels and systems

+ Clear governance, policies and standards to manage

emerging technology risks, including artificial intelligence

(AI) and fraud

+ Regular training, awareness and incident response

preparedness, including senior leadership simulation

exercises and external specialist support

RISK APPETITE

+ Low risk appetite for this risk as we seek to minimise

the likelihood and impact of any business-critical

technology failure

+ It is recognised that there is a cost-benefit trade-off in

mitigating cyber threats and we will therefore accept a low

level of risk rather than attempting to eliminate all risk

+ Very low risk appetite for data privacy, as we aim to protect

our data robustly and in line with privacy regulations and

recognised practice

READ MORE ABOUT THIS RISK

+ Audit and Risk Committee Report on pages 136 to 146

We fail to deliver the supply chain

activity required to support business

growth and consumer demand

We fail to maintain the

confidentiality, integrity and

availability of key information

Change from FY25 Change from FY25

RISK TREND RISK TREND

SUPPLY CHAIN

LINKS TO STRATEGY LINKS TO STRATEGY

INFORMATION AND CYBER SECURITY

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED

RISK IMPACT

+ Failure to meet financial forecasts, guidance or regulatory

reporting requirements, negatively impacting investor

confidence and share price

+ Adverse movements in foreign exchange rates, interest

rates or credit margins impacting liquidity, cash flow and

cost of borrowing

+ Financial losses arising from fraud, bad debt, counterparty

credit exposure or sanctions imposed by regulators or

payment providers

+ Liquidity or funding stress resulting in covenant breaches,

accelerated debt repayment, supplier payment issues,

fines or insolvency risk

HOW WE MANAGE THE RISK

+ Robust planning and forecasting processes, supported by

regular management and Board-level review of performance

and the economic environment

+ Strong financial control environment, including policies,

procedures, training and whistleblowing arrangements

to mitigate fraud and financial misconduct

+ Active management of liquidity, cash flow and counterparty

risk, supported by committed facilities, detailed forecasting

and regular senior-level reporting

+ Clearly defined treasury policies, including hedging

strategies and management of foreign exchange, interest

rate and funding risks

+ Effective tax and financial reporting governance, supported

by documented controls, internal expertise and external

specialist advice

RISK APPETITE

+ Low risk appetite for this risk and proactively manage it

through a range of methods, including a robust financial

management framework

+ The potential negative impact on the business from a

financial failure reinforces our commitment to implement

and maintain strong financial reporting and internal control

measures across the business

READ MORE ABOUT THIS RISK

+ Driving profit growth on pages 32 to 39

+ Audit and Risk Committee Report on pages 136 to 146

+ Note 22 (Financial instruments) to the financial statements

on pages 196 to 199

RISK IMPACT

+ Potential risk of bribery or corruption

+ Trade sanctions non-compliance

+ Anti-competitive behaviour

+ Data protection non-compliance

+ Safety and security issues affecting our staff or customers

+ Potential fines and reputational damage

HOW WE MANAGE THE RISK

+ A clear legal and compliance framework, supported

by defined delegation of authority and formal contract

approval processes

+ Ongoing investment in systems, policies and procedures

to support effective contract, data protection and

compliance management

+ Dedicated Legal, Compliance and Data Protection

expertise, supported by third-party due diligence and

contractual protections

+ A strong culture of compliance, underpinned by training,

communication and ‘speak up’ arrangements

+ Robust health and safety governance, supported by

policies, training, ongoing maintenance programmes

and appropriate insurance cover

RISK APPETITE

+ Very low risk appetite for compliance risks and we are

committed to ethical and lawful behaviour in all we do

+ Colleagues and business partners who support us or

act on our behalf are expected to take appropriate steps

to comply with applicable laws and regulations

+ Personal information and privacy are respected and valued,

as we seek to comply with laws, rules and regulatory

requirements across all jurisdictions in which we operate

+ Low risk appetite for legal risks, recognising there will be

times when we take some commercial legal risks, provided

we have appropriate internal legal approval, supplemented

with external advice where required

READ MORE ABOUT THIS RISK

+ Section 172 Statement – Meeting the needs of our

stakeholders, on pages 42 to 47

+ Governance at a glance on pages 88 to 111

+ Audit and Risk Committee Report on pages 136 to 146

We fail to adequately forecast and

manage financial risks, including

meeting external reporting requirements

We fail to comply with key laws

and regulations

Change from FY25 Change from FY25

RISK TREND RISK TREND

FINANCIAL

LINKS TO STRATEGY LINKS TO STRATEGY

LEGAL AND COMPLIANCE

RISK TREND

LINKS TO STRATEGY

No change

Slight increase

Increase

Slight decrease

Decrease

Consumer

Product

Markets Organisation

DR. MARTENS PLC ANNUAL REPORT 2026

RISK IMPACT

+ Reduced revenue arising from market conditions and

consumer spending patterns

+ Increased operating costs associated with macroeconomic

factors and uncertainty

+ Financial markets volatility resulting in increased costs

HOW WE MANAGE THE RISK

+ Regular Board-level review of the geopolitical and economic

landscape to inform strategic and operational

decision-making

+ Robust planning and forecasting processes, with regular

review of actions to respond to changes in demand or

supply conditions

+ Identification of risks and opportunities associated with

global and local market conditions and action plans to

respond to these

+ Ongoing monitoring of consumer behaviour and segmentation

by market to support timely commercial responses

RISK APPETITE

+ Changes in the global economy and our local markets are

difficult to predict and it is recognised that external factors

can be more difficult to mitigate, as they are largely outside

our direct control. There is a balance between the investment

required to reduce risk and the amount of risk and uncertainty

we accept, which requires us to be resilient, while remaining

agile to respond effectively to market conditions

READ MORE ABOUT THIS RISK

+ Industry trends on pages 10 and 11

+ CEO review on pages 12 to 17

+ Finance review on pages 32 to 39

+ Viability assessment and going concern on pages 56 and 57

+ Audit and Risk Committee Report on pages 136 to 146

RISK IMPACT

+ Physical risk to employees and third parties, including

potential injury or harm

+ Physical damage to stores, offices, factories or inventory,

resulting in financial loss and remediation costs

+ Operational disruption due to site closures or workforce and

supplier unavailability, leading to reduced product availability

and revenue

+ Failure to deliver key business activities and trading

disruption, resulting in reduced customer satisfaction and

brand damage

HOW WE MANAGE THE RISK

+ A defined crisis management framework, including a Crisis

Management Team, clear escalation processes and effective

communication protocols

+ Ongoing review of site security and emergency response

arrangements across offices, stores and key locations

+ Business continuity planning to support workforce

availability and remote working, including preparedness

for pandemic-type scenarios

+ Assessment and management of critical dependencies,

including sourcing, technology and third-party services

+ Investment in resilience and recovery capabilities, including

IT backup arrangements, disaster recovery testing and

appropriate insurance cover

RISK APPETITE

+ The Group recognises that major disruptive events are largely

outside our direct control. We balance investment in resilience

and preparedness with an acceptance of some disruption,

while remaining agile and able to respond effectively

READ MORE ABOUT THIS RISK

+ Viability assessment and going concern on pages 56 and 57

+ Audit and Risk Committee Report on pages 136 to 146

We fail to manage and effectively

respond to changing

macroeconomic conditions

We fail to anticipate, prepare for and respond

effectively to major disruptive events, resulting

in prolonged operational disruption and adverse

impacts on our business

Change from FY25 Change from FY25

RISK TREND RISK TREND

MACROECONOMIC UNCERTAINTY

LINKS TO STRATEGY LINKS TO STRATEGY

BUSINESS RESILIENCE

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

VIABILITY ASSESSMENT AND GOING CONCERN

Viability Statement

In accordance with the UK Corporate Governance Code, the

Directors have assessed the viability of the Group over a three-year

period to 1 April 2029 (the ‘viability assessment period’), which

is longer than the 12-month period from the date of signing the

consolidated financial statements (‘the going concern period’),

as it provides an appropriate midpoint between the Group’s short

and long-term planning phases and is a typical and comparable

period for a business of this nature to be assessed over.

As part of this comprehensive assessment, the Directors have

analysed the prospects of the Group by reference to its current

financial position, recent trading trends and momentum, detailed

trading and cash flow forecasts including forecast liquidity and

covenant compliance, strategy, economic model and the principal

risks and mitigating factors.

GROUP PLANNING PROCESS

A review of strategy is performed by the Global Leadership Team

(GLT), and this forms the basis for assessing the longer-term

prospects of the Group, following which an updated long-term

five-year base plan is derived and reviewed with the Board.

Before the beginning of a new financial period, a detailed, bottom-up

budget for the following financial period is prepared with review and

discussion between each region’s President and the CEO, CFO and

COO. This is followed by presentation and discussion with the GLT,

and approval by the Board.

As part of the strategic review, we have simplified our operating

model by introducing a streamlined Executive Team alongside

a clearly defined Leadership Team consisting of market and

functional-level leaders. Together, these teams will be accountable

for delivering the strategy and budget going forward.

Top-downextrapolationextendsfinancialprojectionstosubsequent

years.Wemonitorourperformancethroughoutthefinancialperiod

against the budget and prior period actual performance with formal

re-forecasts conducted as required. The planning for the three-year period

is assessed by month and includes investments, plans and actions.

The key assumptions considered in all reviews are:

+ trading performance by channel

+ trading performance by product and market

+ costs to procure and produce our products

+ other expenditure plans

+ cash generation

+ benefits expected to be delivered from execution

of strategic initiatives

We also consider projected liquidity, Balance Sheet strength

and potential impact on shareholder returns.

TRADING OUTLOOK

In evaluating the viability of the Group, we recognise the importance

of contextualising our assessment within the broader macroeconomic

environment.

Following a period of stabilisation in FY25, global economic trading

conditions in FY26 remain uncertain, with growth expected to be

modest and uneven across markets. While inflation has broadly

moderated from prior peaks, underlying cost pressures, geopolitical

uncertainty and variability in consumer confidence continue to

present risks to demand and operational performance. Key factors

influencing the outlook include:

+ Geopoliticalandpoliticaluncertainty,includingongoingconflictin

Ukraine and the Middle East, and heightened global political risk

following major elections, which continue to create uncertainty

over trade policy, supply chains and consumer sentiment

+ Inflation and interest rates, which, although easing in many

markets, remain volatile and uneven across regions, with potential

implications for input costs, discretionary consumer spending and

financing conditions

+ Impact of the cost-of-living crisis continues to weigh on consumer

confidence and discretionary spend and presents challenges for

growth in the medium term

+ Prevalence of climate-related risks, illustrated by extreme weather

conditions and unprecedented wildfires and floods

These factors present a level of uncertainty resulting in weak global

growth forecasts.

Trading conditions remain competitive, particularly in our main

EMEA markets, where promotional intensity and subdued footfall

continue to impact performance. Americas also faced ongoing

variability in footfall and demand; however, our performance is

showing an improving trend. In our main APAC markets, we saw

higher footfall in South Korea and a good underlying ecommerce

performance in both South Korea and Japan.

In wholesale, globally we have seen orderbooks improve,

particularlyintheUS,reflectingboththeworkdoneinFY25toright

size wholesale customers’ inventory levels and strengthening

wholesale relationships.

As a result, the Directors maintain a cautious outlook and will react

appropriately to further developments and associated risks. The

ongoing uncertainty created by the geopolitical landscape continues

to make it challenging to predict how the business will be impacted

in the period ahead.

The Directors will remain vigilant and continue to monitor several

consumer confidence and macroeconomic metrics across all

our core markets. As we navigate the complexities of the current

environment, we remain steadfast in our commitment to

transparency, accountability and sustainability. By embracing

change and fostering resilience, we are confident in our ability

to navigate challenges and deliver long-term value for our

shareholders, employees and broader community.

The Directors remain confident in the long-term growth prospects,

cash generative nature of the business, and strong Balance Sheet.

The Group is operationally strong with a long track record of

consistently generating profits and cash which is expected to

continue over the short, medium and long term.

Our central planning assumptions are:

Macro:

+ Whilst headline inflation is expected to stabilise, the cost-of-living

challenges remain, and we do not expect a material improvement

in consumer confidence in our main EMEA markets

+ No material adverse changes to the global political situation

and no significant escalations in the conflicts in Ukraine and

the Middle East

Micro:

+ DTC growth supported by new store openings, investment in

demand generation marketing, and conversion improvement

facilitated by omnichannel capabilities and CDP

+ A continued focus on wholesale will drive volumes through

existing account expansion, new accounts, and further refinement

of product segmentation and tiering by account to underpin brand

presentation along with expansion into new distributor markets

+ Revenue and margin growth supported by improvement in

average selling price from increased full price mix

+ All distribution centres and factories remain open and operational

throughout the periods

DR. MARTENS PLC ANNUAL REPORT 2026

+ EBIT margin improvement as we annualise cost reduction actions

and continue to manage costs tightly

+ Continued investment in the growth drivers of the business and

maintenance of dividend returns to shareholders

+ Debt bullet repayment of £250m in November 2027 (the end of

the initial term of the loan) with a refinancing for the same amount

included. There are two one-year extension options subject to

lender approval of which one has now been executed

These central assumptions form the basis for our FY27 budget

andstrategicfive-yearbaseplan.Fortheviabilitystatement,going

concern assessment and investment and goodwill impairment

assessments, we have used our market growth plan, a more

conservative plan in line with industry standard growth rates.

ASSESSMENT OF VIABILITY

The Directors of the Group have considered the future position

based on current trading and a number of potential downside

scenarios which may occur, including the impact of appropriate

principal risks crystallising. Specifically, the principal risk areas of

financialandsupplychain(viaclimatechangerisk)wereassessed.

This assessment has considered the overall level of Group

borrowings and covenant requirements, the flexibility of the

Group to react to changing market conditions and the ability to

appropriately manage any business risks. The Group continues

to have satisfactory liquidity and covenant headroom under each

risk modelled individually.

The main risks and specific events assessed are detailed below:

+ The impact of a factory closure in one key production geographic

area due to climate change (e.g. flooding)

+ The impact of a reduction in factory capacity due to climate

change (e.g. heatwave)

+ Global cyber-attack resulting in two-month loss of ecommerce

sales during peak trading period

+ Weaker consumer sentiment and lower demand

‘Top-down’ sensitivity and stress testing included a review of the

cash flow projections and covenant compliance under a severe but

plausible scenario in relation to the downside scenarios described

above. In the unlikely event of all the above scenarios occurring

together, the Group can withstand material revenue decline without

applying available mitigations. In such a scenario, headroom

remains above covenant requirements, in line with expectations,

and the Group continues to have satisfactory liquidity and covenant

headroom throughout the period under review. Experience over

four years of FY23 to FY26 has indicated minimal wholesale bad

debt risk and minimal margin risk with the principal risk to meeting

covenant compliance being lower revenue.

In modelling our severe but plausible downside we have incorporated

the impact of a double-digit decrease in revenue from the base plan

in the short term, whilst holding stock purchases in line with the base

plan. Under this scenario, mitigations have not been included, but are

available if required, including some cost and cash savings that

materialise immediately if the Group’s performance is below budget

and other planned and standard cost reductions.

Reverse stress tests have been modelled to determine what could

break covenant compliance estimates and liquidity before mitigating

actions. A covenant breach test was performed as at March 2027,

it was concluded that the business could weather extreme growth

reductions without mitigation vs the base plan. The business would

have to experience -18%pts decline in growth relative to the base

plan before covenants are breached in March 2027. A further

scenario, modelling the revenue decline required to reach -£50m

cash at the end of the going concern period, was also performed.

Modelling of -£50m cash, rather than the full utilisation of the

revolving credit facility, is performed as this would trigger special

cash monitoring measures. The business would have to experience

-42%pts decline in revenue growth vs the market growth plan during

the period. The Directors have assessed the likelihood of both

scenarios to be remote.

We have also assessed the qualitative and quantitative impact of

climate-related risks, as noted in our TCFD scenario analysis and

above, on asset recoverable amounts and concluded that there

would not be a material impact on the business and cash flows in

the viability period.

We will continue to monitor the impact of the macroeconomic

backdrop and geopolitical events on the Group in the countries

where we operate, and we plan to maintain flexibility to react

as appropriate.

FUNDING

The Directors also considered the Group funding arrangements

as at 29 March 2026. The Term Loan and Revolving Credit Facility

(RCF) were successfully refinanced in November 2024. As at 29

March 2026 the Group reports cash of £180.3m, a Term Loan of

£250.0m, and an undrawn RCF of £122.7m. The initial term of

both facilities ends on 14 November 2027. There are two one-year

extension options subject to lender approval, of which one has

now been executed.

In April 2026, the lending syndicate approved the Group’s request

to exercise the first one-year extension option on both the Term

Loan and the RCF, extending their maturity to 14 November 2028,

effective 1 May 2026. On 30 March 2026, the Group cancelled

£26.5m of commitments under the RCF, thereby reducing the

total size of the facility to £100.0m. All other terms and condition

remain unchanged.

The Board plans to engage lenders to renew or refinance these

facilities well ahead of their maturity and reasonably expects that

future financing will be available on broadly similar terms in respect

of market access, pricing and liquidity.

The Group remains operationally and financially strong, with a long

track record of generating profits and cash, and has demonstrated

its ability to navigate recent macroeconomic volatility and its impact

on performance.

STATEMENT

Based on this assessment, the Directors have a reasonable expectation

that the Group will be able to continue in operation and meet its

liabilities as they fall due over the viability period to March 2029.

Going Concern

Thefinancialstatementshavebeenpreparedonagoingconcern

basis. The Directors’ assessment is based on detailed trading and

cash flow forecasts, including forecast liquidity and covenant

compliance, using the same assumptions and methods as the

viability assessment. The going concern assessment covers at least

the12-monthperiodfromthedateofthesigningofthefinancial

statements, and the going concern basis is dependent on the Group

maintaining adequate levels of resources to operate during the period.

Tosupportthisassessment,detailedtradingandcashflowforecasts

were prepared for the 14-month period to 30 May 2027. Based on

the going concern assessment (also referred to in Note 2.1 of the

financial statements), the Directors have a reasonable expectation

that the Group has adequate resources to continue in operational

existence for at least 12 months from the date of approval of these

financialstatements.Forthisreason,theycontinuetoadoptthegoing

concernbasisinpreparingthefinancialstatements.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Sustain

Carla

Murphy

Chief Brand

Officer

Tuze

Mekik

Director of

Sustainability

DR. MARTENS PLC ANNUAL REPORT 2026

Sustain

FY26 was a year of focused transition, as we

continued to embed sustainability at the heart

of our organisation.

Our aim is simple: to ensure that sustainability

becomes a consistent part of the experience

consumers have with our brand and the products

they choose.

This year, we brought sustainability into

the Brand function to strengthen the link

between our work and the values that

matter most to our consumers. This shift

enabled us to begin building a refreshed,

consumer-first sustainability strategy, one

that aligns with our brand direction and

supports our long-term business ambitions.

Circularity remained a central priority.

More consumers are seeking products built

to last, and looking to brands to help them

make better choices. Our repair and resale

programmes continued to perform well

this year, demonstrating clear demand for

services that extend product life and reduce

environmental impact.

ability

59 INTRODUCTION

60 REFRESHING OUR

SUSTAINABILITY STRATEGY

62 CIRCULARITY

62 RESALE AND TRADE-IN

63 REPAIR

64 RE-IMAGINING WASTE

65 MATERIALS

65 PREFERRED MATERIALS AND

CERTIFICATIONS

66 MATERIAL TRACEABILITY

67 SOURCING LOWER-IMPACT

MATERIALS

68 OPERATE RESPONSIBLY

68 DECARBONISE

70 RESPONSIBLE SUPPLY

CHAIN MANAGEMENT

72 DR. MARTENS FOUNDATION

74 SUSTAINABILITY

GOVERNANCE

76 SASB REFERENCE TABLE

Alongside circularity, we continued

progressing key commitments across our

operations and supply chain. We advanced

our transition to renewable energy across

global sites and expanded our traceability

initiatives so that we can better understand,

and act on, the impacts of our materials

and manufacturing.

FY26 was about strengthening our

foundations by refining our approach so

we can accelerate impact in the years ahead.

The following section outlines our progress

over the past year and the ambitions shaping

what comes next.

TUZE MEKIK

DIRECTOR OF SUSTAINABILITY

CARLA MURPHY

CHIEF BRAND OFFICER

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

In FY26, we kicked off work to refresh our sustainability strategy,

placing the consumer at the centre of our thinking and aligning

our priorities with the broader brand direction. We used insights

into how our consumers feel about sustainability and engagement

with internal and external stakeholders to inform the review.

Engagement included surveys and workshops with key internal

stakeholders from teams including Global Supply Chain and

Product Design, who were involved throughout the process.

This work has shifted our approach to a clearer, more focused

framework where circularity leads, reflecting the strength of our

repair and resale pilots, consumer appetite for durable products

and the opportunity to build value through services that extend

product life. With the strategic direction now defined, work in the

year ahead will be focused on finalising the detail and embedding

the strategy across the organisation.

SUSTAINABILITY CONTINUED

Refreshing our

sustainability

strategy

CIRCULARITY MATERIALS RESPONSIBLE OPERATIONS

WE HAVE THREE AREAS OF FOCUS:

Empower every consumer

in our key markets to repair,

trade-in and buy second-hand.

We re-imagine waste as a

valuable resource.

RESALE

REPAIR

TRADE-IN

RE-IMAGINE WASTE

Make even better products

with materials which maximise

longevity and lower our

environmental impact, without

compromising durability.

RESPONSIBLE LEATHER

LOWER-IMPACT

ALTERNATIVE MATERIALS

TRACEABILITY

Craft products fairly, transparently

and responsibly in partnership

with our supply chain.

DECARBONISE OPERATIONS

AND SUPPLY CHAIN

CSR AND HUMAN RIGHTS

DR. MARTENS PLC ANNUAL REPORT 2026

HIGHLIGHTS

73%

growth in pre-loved pairs sold in the USA through our resale channel ‘ReWair’

p.62

Repair

First official repair station launched in store, in Brewer Street, London

p.63

98%

Over 98% of leather sourced from tanneries certified Gold by the Leather

Working Group

p.67

92%

Reached 92% purchased and market-matched renewable electricity coverage

for our global owned and operated sites

p.69

Mapped

All Tier 2 material suppliers mapped

p.70

Things that

put a bounce

in our step

EXTERNAL RATINGS

Find out more online at

drmartensplc.com

AAA

As of 23 March 2026, Dr. Martens plc

received an MSCI ESG Rating of

AAA (leader).

“This isn’t about starting

from scratch. It’s about

building on the progress

we’ve already made and

focusing our efforts where

we know we can have

the greatest impact.

Our priorities are shaped

by what matters most

to both our consumers

and our business.”

TUZE MEKIK

DIRECTOR OF SUSTAINABILITY

Carbon Disclosure Project

Climate, Water, Forests.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FY26

FY25

10,639

17,507

Developing the strategy for scaling circularity across our key

markets was one of the FY26 strategic targets of the Global

Bonus Scheme.

For more information

go to p.121

ENGAGE MORE CONSUMERS

RESALE AND TRADE-IN

Why it matters

We are on a mission to optimise the lifespan of every Dr. Martens

product by helping our consumers choose repair, resale and

trade-in. Our brand is perfectly placed to support the development

of the circular economy because our products are durable, timeless

and get better with wear. Maximising the longevity of each pair

through repair and resale reinforces our belief that durability and

circularity go hand in hand, all whilst cutting waste and offering

consumers new ways to connect with our brand. There is consistent

demand for our products in the second-hand market, which, in

2025, grew approximately 13% year-on-year and represented

roughly 10% of global apparel spend

. This provides us with clear

opportunity to create business value at a lower impact and meet

our sustainability commitments. For us, circularity isn’t just about

sustainability, it’s a strategic choice that supports our business

goals, strengthens brand loyalty and delivers value for our

consumers and the planet.

Where we’re heading

To date, we have launched circularity ambitions through localised

test-and-learn initiatives. In FY26, we made progress with the

development of a comprehensive strategy to roll out and scale our

circularity business model globally, a priority that is a key focus in

the years ahead. Our ambition is to deliver a consistent, authentic

experience, whether in-store or online, empowering consumers

to extend the life of the Dr. Martens products they love. These

initiatives also support our sustainability commitments to create

sustainable end-of-life options for all products and to reach

Net-Zero by FY40.

Circularity

ReWair, our resale business model, allows

us to keep products in circulation and

deepen the connection to our consumers.

By offering an authentic, brand-led

experience in the second-hand market, we

can attract new consumers and keep them

engaged, while inviting them to participate in

our sustainability journey. Analysis from our

externally assessed carbon model indicates

that footwear purchased via our ReWair

channel produces 89% fewer greenhouse

gas emissions than newly purchased pairs.

By encouraging trade-in, we can also create

authentic in-person moments and recapture

materials and products that can be reused

or recycled, diverting them from landfill.

SUSTAINABILITY CONTINUED

Resale and repair is a core lever within

our business strategy to engage more

consumers and drive post-purchase

engagement. Insights show that

consumers who purchase second-

hand product through ReWair purchase

more frequently on our ecommerce

site: their lifetime value (LTV) is 2.7×

higher than customers who purchase

mainline products only. This uplift

shows that resale consumers are loyal

and make repeat purchases across a

broader range of categories. Resale is

also an important acquisition channel,

with 43% of ReWair customers new

to Dr. Martens, helping us reach and

engage a wider audience. Our aim is

to expand ReWair to our key markets

globally as we move to broaden our

consumer base.

For more information on our

strategy p.20

1. ThredUp: 2026 Resale Report.

ReWair performed strongly throughout FY26.

In the UK, ReWair was delivered in partnership

with the Boot Repair Company and hosted

on other marketplaces such as Depop. In the

USA, ReWair continued to be sold through

our dedicated direct-to-consumer ReWair

ecommerce site. Looking ahead, we are

working to strengthen ReWair by unifying

our proposition across key markets and

improving the consumer experience.

Resale pairs sold (UK and USA)

DR. MARTENS PLC ANNUAL REPORT 2026

FY26

FY25

4,005

4,287

BEACON STORE REPAIR, CARE AND CUSTOMISATION

REPAIR

Extending the life of our footwear through

high-quality, authentic repairs helps

strengthen consumer loyalty. The Goodyear

welted construction and heat-sealing process

used across most of our footwear means our

products are repairable, and allows us to

refurbish them with the same methods and

materials used in their original manufacture.

Due to this specialised construction, they

cannot be resoled by typical cobblers and

instead require dedicated machinery and

expertise, highlighting the need for our

specialist repair service.

In November 2025, we opened our first

in-store repair station at our new beacon

store on Brewer Street, London, giving

consumers the opportunity to care for

or repair their footwear in person.

Consumers can access expert advice

on repairs and explore customisation

options, including choices of welt and

stitch colour and outsole type. Care and

customisation are further brought to life

through an embossing machine and

dedicated shoe care station. Circularity is

also championed through elements of the

store fit-out which incorporates reused

materials, including reclaimed wood.

For more information

Brewer Street beacon store p.04

We continue to offer authorised repairs

in the UK through our partnership with the

Boot Repair Company, with the service now

expanded to cover additional styles. In FY26,

we further enhanced our UK offering by

introducing repairs specifically tailored to

selected welted sandal soles. Looking ahead,

we are working to expand the repair service

to more consumers across our key markets.

Pairs repaired (UK)

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CIRCULARITY CONTINUED

Using waste as a resource is central to the

principles of a circular economy. By retaining

the value of materials, we can reduce

dependency on virgin resources and help

drive systemic change. Achieving this is

very challenging and requires collaboration

across our supply chain and industry,

ensuring waste becomes a valuable input

rather than an end point.

MADE FROM WASTE

4×

increase year-on-year in products sold

made from reclaimed leather material

We continued to offer products made

from materials derived from waste. Sales

of products made with ‘Genix Nappa’

reclaimed leather material grew by more

than 4 times compared with the previous

financial year, reflecting our improved

understanding of where this material

performsbestacrossdifferentapplications

and product types. We are working with our

reclaimed leather material supplier to scale

the material, focusing on reducing lead

times through localised production and

RE-IMAGINING WASTE

expanding the variety of finishes to better

replicate our core materials. At the same

time, joint research and development is

underway to strengthen the material’s

sustainability credentials by increasing

recycled content and incorporating closed

loop system waste using finished leather

from the tanneries we source from. Products

crafted from ‘deadstock’ leather left over

from previous seasons also performed

strongly. In addition, we introduced small

leather goods made from leather offcuts

to maximise the use of our materials.

WASTE MANAGEMENT

We systematically collect waste volumes

across our operations where available, with

ongoing oversight at our Made In England

factory, which is certified to ISO 14001 and

operates with an established environmental

management system. Our UK distribution

centre (DC), which we own and operate, is

certified zero waste to landfill, demonstrating

our commitment to responsible waste

management. We also work with external

recycling partners globally to ensure that

footwear which cannot be repaired or resold

is directed to recycling, supporting waste

reduction and circularity objectives.

Zero waste

to landfill across the value chain by 2028

In 2021, we set an ambitious target to

achieve zero waste to landfill across our

value chain (Tier 1 and Tier 2) by 2028.

As of last year, we require all Tier 1 suppliers

to commit contractually via our Master

Supplier Agreements to avoid landfill and

prioritise recycling, and we monitor waste

data quarterly as part of our due diligence

to ensure responsible practices across our

supply chain. Data from FY26 indicates

that our Tier 1 suppliers did not use landfill

to dispose of manufacturing waste.

COLLABORATION AND INNOVATION:

Transitioning the footwear industry to a

circular model, including capture, sorting

andrecycling,isinherentlydifficultgiventhe

complex design, multiple components and

diverse material mix that goes into footwear.

Progress is further challenged by limited

collection and sorting infrastructure and

a lack of industry-wide incentives for

consumers to return or recycle their footwear.

To help tackle this problem, we are proud

to contribute to Fashion for Good’s Closing

the Footwear Loop initiative, a collaborative

industry effort bringing leading footwear

brands together to accelerate circularity

in the sector. The project looks to address

the complex challenges of dismantling

and recycling multi-material footwear by

mapping post-consumer waste streams,

developing shared circular design principles

and validating innovative end-of-use

technologies. Through our participation,

we are supporting the transition away from

the traditional ‘take make dispose’ model

towards a more circular future for footwear,

helping to drive the systemic change

needed to reduce waste and keep materials

in use for longer.

SUSTAINABILITY CONTINUED

DR. MARTENS PLC ANNUAL REPORT 2026

PREFERRED MATERIALS AND CERTIFICATIONS

Materials

Why it matters

The materials we source define the quality,

durability and impact of every Dr. Martens

product. Materials account for the biggest

portion of our emissions footprint (page 69),

so sourcing lower-impact, traceable and

responsibly produced materials presents

the best opportunity to support our Net-Zero

and sustainable materials ambitions.

Where we’re heading

We’re committed to incorporating traceable,

lower-impact and circular materials, without

compromising product durability. We want

all our products to be made from more

sustainable

materials by 2040. For more

on how we’re developing and using materials

that support the circular economy, go to

page 64.

This year, we introduced a framework to

improve how we communicate and monitor

the phased adoption of more sustainable

materials. The framework classifies

materials into ‘preferred’, ‘improved’ and

‘conventional’ and categorises according

to factors including durability, responsibly

produced, responsible content thresholds,

traceability and certification. This framework

provides the basis of our work to ensure

certified materials are verified and traceable

through the supply chain so we can

communicate our use of more sustainable

materials to the consumer. Over time, our

disclosures of more sustainable materials

adoption will evolve as our systems and

reporting capabilities improve, enabling

more accurate tracking and verification

of material certifications.

2. ‘Moresustainablematerials’areclassifiedusingourDRPSustainableMaterialsCriteria.Itisaframeworkthatenablesustoensurethematerialsweselectarea)Durable,

b)Recycled,Renewableand/orRegenerativeandc)Producedresponsibly.Thefulldefinitioncanbefoundonourcorporatewebsite.

These are some examples of the certified materials we source or certified

suppliers we source from:

TANNERIES

(see page 67)

RECYCLED

CONTENT

(e.g. nylon, leather)

CARDBOARD

PACKAGING

COTTON

Highest volume materials:

Leather and PVC

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

SS26AW25SS25AW24SS24AW23SS23

9797 97 97

Season

MATERIAL TRACEABILITY

MATERIALS CONTINUED

We are working to continually improve the

traceability of our materials back through the

supply chain. Material traceability means we

can be confident the materials we use are

not linked to negative environmental, social

or animal welfare practices. Traceability

enables us to communicate claims about

where and how products are made and

brings the consumer closer to the origins

behind the product.

Leather is our most significant raw material.

The leather we use comes from tanneries

who process bovine hides, which are a

byproduct of the meat industry. We have

Five years ago, we set an ambitious target

to achieve zero-deforestation by 2025.

We knew that robust traceability would be

the key enabler to monitoring forest-risk

commodities, with our primary commodity

being leather. Since then, progress towards

farm-level mapping for leather supply

chains has been challenged by the

lack of an established, industry-wide

traceability system.

SUSTAINABILITY CONTINUED

Target

Zero

deforestation by 2025: Target ongoing

(deadline surpassed)

ZERO-DEFORESTATION

STRATEGY ACTION AREA FY26 PROGRESS

Traceability Maintained engagement with all tanneries and continued monitoring of traceability

to abattoir (97% leather traceable to abattoir).

Due diligence Mapped forest risk commodities in supply chain, developed Deforestation-Free

Sourcing Policy.

Communication Reported progress against Zero-Deforestation Strategy.

While these structural challenges have

limited our ability to meet our original

target by its deadline, our commitment

to ultimately achieving this goal remains

unchanged. We continue to focus on

supporting industry-wide initiatives

that advance leather traceability and

deforestation-free sourcing. Alongside

industry collaboration, we have made

progress against our Zero-Deforestation

Strategy, prioritising enhanced supplier

engagement, due diligence and

traceability-enabling systems.

In FY26, we developed our Deforestation-

Free Sourcing Policy, aligning it with the

Accountability Framework Initiative (AFI)

and international regulation. We refined the

policy scope, definitions and due diligence

expectations, and aligned with cross-

functional teams.

Following continued traceability monitoring

and supplier engagement, we aim to begin

implementing the policy in FY27. We will

also continue working closely with industry

bodies to advance farm-level traceability,

recognising it as essential to achieving

deforestation-free sourcing.

We are exploring how credible third-party

certificationschemescanhelpustomanage

deforestation risks associated with the

materials we source. Through embedding

deforestation controls into how raw

materials are produced, traced and audited,

certification can help to provide confidence

that materials are sourced from responsibly

managed, deforestation-free supply chains.

Achieve leather traceability to the abattoir (%)

mapped and nominate all of the tanneries

we source from. The complex layers and

structure of the leather supply chain, and

the nature of the hide as a byproduct,

means leather traceability is an industry-

wide challenge.

Throughout FY26, we continued to engage

with our tannery network and a third party

to validate value chain data and map the

abattoirs across our leather supply chain.

Using the same process developed last year,

we worked closely with our tannery partners

to refine data quality, verify supply routes

and address information gaps that limited

visibility. This year, we traced 97% of our

total leather volume to the abattoir facility,

maintaining the same level of traceability as

the previous year. A further 2% was traced

to abattoir group (headquarters) level which

has not been classified as fully traceable due

to the absence of site-specific disclosure.

The remaining gap reflects cases where

tanneries did not disclose or were unable

to confirm the required information, and we

recognise that achieving full traceability is

an ongoing journey that relies on continued

collaboration and engagement with our

tannery partners, which we will maintain

to improve visibility over time. We have

terminated our relationship with one tannery

that was unable to meet our traceability

requirements. While we work collaboratively

with suppliers to improve traceability, we

may exit relationships where sufficient

progress cannot be achieved.

This year we also mapped and engaged

with all our Tier 2 materials suppliers by

sharing our key supplier policies. For more

information on this and supplier mapping,

see page 70.

DR. MARTENS PLC ANNUAL REPORT 2026

Gold

98.2%

Silver

1.1%

Bronze

0.7%

SOURCING LOWER-IMPACT MATERIALS

LEATHER

Leather represents the most significant

portion of our emissions footprint. We are

therefore working to source lower-impact,

traceable and deforestation-free leather

so we can be confident it is not linked to

negative environmental and social impacts

or poor animal welfare practices.

We’re also exploring how leather circularity

can support our sustainability ambitions and

reduce the overall impact of our products.

For more information on how we’re utilising

leather waste in our products, go to page 64.

Managing the impact of leather processing

We continue to achieve our target to

exclusively source leather from Leather

Working Group (LWG)

certifiedtanneries.

LWG is a not-for-profit multi-stakeholder

organisation committed to reducing

the environmental impact of leather

manufacturing. Tanneries with LWG

certification are awarded a rating of Gold,

EXPLORING REGENERATIVE

AGRICULTURE

100%

natural materials from regenerative sources

by 2040

As we aim to reduce our use of virgin

petroleum-based materials, we kicked

off development of a roadmap to explore

the phased adoption of lower-impact

alternatives to our key outsole materials,

PVC, TPU and EVA. In FY26, we continued

our work on lower-carbon, bio-based

alternatives to our PVC outsoles, a key

enabler of our long-term Net-Zero ambition.

Sustainable

outsole

by 2035

ALTERNATIVE MATERIALS

Target

We conducted a 10,000-pair market trial

of bio-based PVC outsoles. This followed

rigorous testing to ensure the bio-based

outsoles met our durability, aesthetic and

sustainability standards. The outcome of

the trial was successful, and further work

is being done to explore volume availability

and costing to support launching the

material at scale in the future.

Leather sourced from LWG tanneries (%)

(for AW25 and SS26 seasons)

This year we continued to develop our

regenerative agriculture sourcing strategy

to better understand its climate impact,

assess its feasibility and explore how we

can effectively adopt regenerative materials

within our supply chain.

Regenerative agriculture is a holistic set

of farming principles which aim to mimic

natural systems. The practices used by

regenerative agriculture practitioners are

context-specific, and provide positive

environmental and social impacts, such as

improving farmer livelihoods, soil health,

water cycling, biodiversity and animal welfare

outcomes. In turn, regenerative agriculture

can increase farm and supply chain resilience

to risks such as climate change.

With the support input of a third-party

organisation, we benchmarked leading

regenerative certification schemes and

assessed the availability, quality and

feasibility of sourcing regenerative hides.

This work included engagement and

interviews with certification bodies, a

comparative assessment of verification

models, and early modelling of what a

regenerative leather supply chain could

look like for Dr. Martens.

3. www.leatherworkinggroup.com.

Silver, Bronze or Audited and have

responsible environmental management

practices in place, complying with the LWG

Standard for energy use, water, chemicals

and waste management. LWG medals are

awarded to tanneries based on an audit of

their environmental practices at the point of

leather processing. A tannery’s LWG medal

does not constitute certification of finished

goods, supply chains, or brand-level

environmental performance.

The scope of LWG has broadened over time,

reflecting the growing need to strengthen

traceability, transparency and environmental

and social standards across the leather

supply chain. They are focused on improving

resource efficiency, reducing waste and

emissions, enhancing chemical

management, increasing due diligence

on deforestation and animal welfare, and

ensuring fair working conditions across

the leather supply chain.

An immersive farm visit in the UK allowed

colleagues from the Brand and Global Supply

Chain Teams to experience regenerative

systems first-hand, gaining insight into

how regenerative practices differ from

conventional systems and how this translates

into the characteristics of leather. Work to

create a regenerative leather roadmap also

commenced, which included setting draft

ambitions and exploring procurement,

production and measurement solutions

through collaboration. These foundations will

guide the next phase of work to understand

the practical implications of sourcing

regenerative hides through material trials.

Target

For the AW25 and SS26 seasons, 100%

of our leather was sourced from leather

manufacturers certified against the

LWG Standard.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Supply chain transport electrification and move towards

low-carbon movements via sea/rail and road

Reduce leather-related emissions through sourcing leather that is traceable, deforestation free and from regenerative sources

DECARBONISE

Operate

responsibly

Why it matters

As a global footwear brand rooted in durability and timeless design,

reducing emissions and managing our environmental and social

impacts is essential to protecting the resources and communities

our products depend on, while meeting growing consumer

expectations for transparency, responsibility and lasting quality.

Where we’re heading

We’re taking a science-backed approach to manage our impact on

the planet, to decarbonise and drive efficiencies across our business

and supply chain. Alongside this, we’re committed to responsibly

managing our wider social and environmental impact across our

business and supply chain.

Dr. Martens commits to reach Net-Zero

greenhouse gas (GHG) emissions across

the value chain by FY40. We have set

absolute reduction targets based on an

FY20 baseline, aligned with limiting global

warmingto1.5˚C.OurNet-Zeroambition

was validated in 2023 by the Science Based

Targets initiative (SBTi). Our SBTs also

include leather-specific emissions reduction

targets, as per the SBTi Forest, Land and

Agriculture (FLAG) guidance.

EMISSIONS IN SCOPE OF TARGET

TARGET REDUCTION

2030 2040

Scope 1 and 2

(direct emissions and

purchased energy)

All 90%

(Net-Zero)

Maintain at least

90% reduction

Scope 3

(supply chain

emissions)

Non-FLAG

(all other Scope 3

emissions in scope)

30% 90%

(Net-Zero)

FLAG

(Forest, Land and Agriculture emissions

associated with cattle rearing)

30.3% 72%

(Net-Zero)

2025

SCOPE 3

(supply chain emissions)

2026 2027 2028 2029 2030

KEY In progress Future opportunities

LEVERS TO DECARBONISE

By tracking and analysing our emissions, we have identified the key areas across our business and supply chain where greenhouse gas

emissions are generated. The infographic below highlights the levers available to reduce these emissions, which we continue to refine

over time in line with industry developments and changes within our business.

SUSTAINABILITY CONTINUED

Transition towards lower-carbon materials, focusing on alternatives for leather and PVC such as recycled and bio-based alternatives

Increased circularity, including sustainable design, material efficiency, extending useable life and end-of-life disposal

Scaling up repair and resale business models through increasing repair options and regional resale expansion

Managing business travel and promoting lower-carbon

transport modes

Supplier engagement and supporting the adoption

of renewable energy

SCOPE 1&2

(direct emissions and

purchased energy)

Transition company cars to electric vehicles

Energy efficiency measures including switching to LEDs, HVAC optimisation and installing smart meters

Source renewable electricity

at owned and operated sites

DR. MARTENS PLC ANNUAL REPORT 2026

0 500 1,000 1,500 2,000 2,500 3,000 3,500

FY20

baseline

FY23

FY24

FY25

FY26

SBTi near-term

FY30 target

0 50,000 100,000 150,000 200,000 250,000 300,000

FY20

baseline

FY23

FY24

FY25

SBTi near-term

FY30 target

This year, we made significant progress

towards our commitment to procure

renewable electricity across our owned

and operated sites by 2025. In our central

European and UK markets, we partnered

with a third-party energy broker to source

and manage renewable electricity

contracts. For global sites that were

not covered by a renewable electricity

contract, we matched electricity

consumption with an equivalent volume

ofRECsandEnergyAttributeCertificates

(EACs), covering consumption for FY26.

Globally, the only exclusions from the

outlined approach were our operations in

South Korea, where the limited availability

of cost-effective renewable electricity

options in the local market meant it was

not considered commercially feasible

at this time.

RENEWABLE ELECTRICITY ACROSS OUR OWN OPERATIONS

This year, we continued to calculate our

footprint using an emissions management

tool, in line with the GHG Protocol, covering

1 April 2024 to 31 March 2025. We measure

absolute Scope 3 emissions one year in

arrears due to the time needed to collect

and process the large amount of data

required. The period we are therefore

reporting against in this report is 1 April 2024

to 31 March 2025. We used activity data

to measure all our product emissions,

and where available we used lifecycle

assessments (LCAs) for the leather we

sourced. We aim to improve our data quality

each year. Of our total emissions, Scope 1

and 2 account for approximately 1% and

Scope 3 accounts for 99%.

UNDERSTANDING OUR FOOTPRINT

4. FY26 Scope 1 and 2 emissions can also be found in the Streamlined Energy and Carbon Reporting (SECR) disclosure (page 86).

5. Duetoanerroridentifiedthisyear,theFY25Scope1and2emissionsfigureshavebeenrestated.Seepage86formoreinformation.

6. FY20 GHG emissions were not calculated using the emissions management tool we are currently using, meaning that some emission categories were assessed using

methodologiesthatdifferfromthoseappliedinsubsequentyears.

Our absolute Scope 1, 2 and 3 emissions

totalled156,129tCO₂einFY25(market

based). This marks a 14% reduction

compared to FY24 and 36% reduction

against our FY20 baseline, primarily driven

by lower production and sales volumes.

Lower-impact materials such as reclaimed

leather and bio-based PVC were introduced

but remain limited in scale, so their

contribution to FY25 reductions was minimal,

although their lower footprint signals

meaningful potential as adoption grows.

While circularity is not yet a primary driver for

emissions reduction and is in the early stages

of delivery, it delivers important sustainability

benefitssuchasreducingtheenvironmental

impact across product lifespan and keeping

materials and products in use for longer.

We continue to explore alternative and

lower-impact materials, which represent

key opportunities to reduce emissions.

From FY25 to FY26, Scope 1 emissions

declined due to a shift towards electric

vehicles and lower fuel usage. Market-based

Scope 2 emissions saw a significant

reduction, driven by the purchase of

Renewable Energy Certificates (RECs)

(see section below for more information).

For more information on our Scope 1, 2 and 3

emissions, including category breakdowns, see our

Climate-related financial disclosures p.77

92%

Reached 92% purchased and market-matched

renewable electricity coverage for our global owned

and operated sites

Scope 1 & 2 GHG emissions Scope 3 GHG emissions

Scope 1 Scope 2 (market based)

In FY26, we reached 92% purchased

and market-matched renewable electricity

coverage for our global owned and

operated sites (FY25: 47.4%). The use of

RECs and EACs forms part of our broader

renewable electricity strategy, supporting

renewable energy adoption and providing

a credible mechanism for achieving

near-term renewable electricity coverage,

while continuing to prioritise the transition

of global electricity contracts to

renewable supplies where market

conditions allow.

During the year, we continued to

implement energy efficiency measures

through improved monitoring and more

efficient management of energy use

across our operations, with a particular

focus at our Made In England

manufacturing site.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

OPERATE RESPONSIBLY CONTINUED

We work with third-party suppliers to craft

timeless, durable products with materials

that meet our high performance and

durability standards. We identify, approve

and audit all our Tier 1 suppliers (finished

goods) and specify strategic Tier 2 suppliers

(material suppliers). Our Tier 1 footwear

factory disclosure can be found on our

corporate website and is updated on a

regular basis. For AW26, our Tier 1 footwear

sourcing location breakdown is 61%

Vietnam, 32% Laos, 3% Thailand, 3%

Pakistan and 1% UK.

RESPONSIBLE SUPPLY CHAIN MANAGEMENT

Tier 2 suppliers for all seasons were identified and mapped. By mapping suppliers to region,

we can better understand our sourcing impact.

SUPPLY CHAIN TIER 1 KEY TIER 2 TIER 2 BEYOND TIER 2

Definition Finished product

suppliers (footwear,

accessories,

outsoles)

Tannery, welt

and granulate

material

suppliers

Other material

suppliers

E.g. processing

and raw

materials

suppliers

Mapping

and

traceability

Fully mapped Fully mapped Fully mapped Partially

mapped

(e.g. 97% of

abattoirs mapped)

Policies and contractual agreements

Our Supplier Code of Conduct, based on the

International Labour Organization (ILO)

Conventions and Ethical Trade Initiative

(ETI) Base Code, sets out requirements

on forced and child labour, subcontracting,

homeworking and modern slavery, and is

supported by our supplier Environmental

Standards. Suppliers are also subject to our

Animal Derived Materials, Anti Bribery and

Corruption, General Materials Requirements,

Migrant Worker and Needle Policies. Agents,

distributors and franchisees are required

to meet these standards as well.

These policies are integrated into our Master

Supplier Agreements (MSA) which our Tier 1

suppliers must comply with and require their

permitted subcontractors and their suppliers

to do the same. Alongside the policies

mentioned above, the MSA includes clauses

relating to environmental obligations, such

as minimising waste, energy and resource

use, avoidance of landfill, ensuring zero-

deforestation sourcing, and avoiding

hazardous or polluting materials. Tier 1

suppliers are also contractually required to

record and submit data on key sustainability

metrics, including waste, electricity and water

use. This year we also developed a Zero-

Deforestation Sourcing Policy which is due

to be rolled out in FY27; more information on

this can be found on page 66. For more

information on supplier policies see page 75.

DRIVING RESPONSIBLE PRACTICES THROUGH OUR SUPPLY CHAIN

SUSTAINABILITY CONTINUED

Responsible sourcing requires

engagement beyond direct suppliers.

We expect the same high standards

across our supply chain so, during the

year, we strengthened our approach by

expanding engagement with Tier 2

suppliers on human rights, environmental

management and ethical conduct. As part

ofthiseffort,Tier2supplierswereasked

to formally acknowledge and sign four

of our core policies: Supplier Code of

Conduct, Environmental Standards,

Migrant Worker Policy and the

Anti-Bribery Policy. This initiative

demonstrates our commitment to

extending responsible business practices

deeper into our supply chain, reinforcing

expectations around human rights, ethical

conduct and environmental stewardship,

and strengthening accountability among

suppliers that support our operations.

We aim to engage all Tier 2 suppliers and

secure their agreement to our policies,

and have achieved this with 99% of Tier 2

suppliers to date.

MAKING AND

SOURCING

DISTRIBUTION

RAW

MATERIALS

CONSUMER

PRODUCT END

OF USEABLE LIFE

RETAILING, ECOMMERCE,

WHOLESALE

EXTENDING LIFESPAN

CARE

REPAIR

RESALE

RECYCLING

PARTNERSHIPS

Our CEO, Ije Nwokorie, visiting a partner factory in Vietnam in February 2026

DR. MARTENS PLC ANNUAL REPORT 2026

COLLABORATION AND ENGAGEMENT

Members of our CSR and Sourcing Teams

are based in key sourcing locations and work

closely with our Tier 1 and Tier 2 suppliers.

These teams engage directly to support

compliance and monitor progress against

our social and environmental expectations.

This approach helps maintain transparent

and collaborative relationships across our

supply chain. It also enables us to identify

and address potential issues quickly,

including through the implementation

of corrective action plans.

Our Responsible Purchasing Practices

Charter sets out the principles we apply

when interacting with our suppliers. We

also expect suppliers to adopt the spirit of

these principles with respect to their own

suppliers. This includes a focus on operating

to agreed payment schedules and timely

communication of our order requirements

to support supplier planning, among other

topics. The full charter can be found on

our corporate website.

In FY26 we continued our close engagement

with Tier 1 and Tier 2 supplier factories,

including the Tier 2 policy roll out mentioned

on the previous page. We held two supplier

conferences where our senior leaders and

Tier 1 suppliers discussed CSR expectations

and environmental obligations.

SUPPLIER SOCIAL DUE DILIGENCE

AND MONITORING

Before entering new sourcing countries

for finished product supply, relevant social

and environmental risks are assessed

including human rights, forced labour and

other critical issues, with mitigation plans

reviewed at Board level. For new suppliers,

we conduct third-party due diligence aligned

with international standards, including

vendor risk assessments, compliance

screening and contract reviews, supported

by cross-functional teams. All new product

suppliers undergo a structured onboarding

process, including self-assessments,

third-party audits and site visits. CSR

monitoring is also conducted across Tier 1

(finished product) and Key Tier 2 factories

(tanneries, PVC granulate and welt

suppliers), using Intertek’s Workplace

Conditions Assessment to evaluate

performance against legal requirements

and our Supplier Code of Conduct.

Annual audits are conducted on a semi-

announced basis. Suppliers are given a

window of 30 days during which the audit

could take place. The frequency of follow-up

audits is determined by each supplier’s

audit rating and they are conducted on an

announced basis.

Ifanynon-conformancesareidentified,we

work with the supplier to develop corrective

action plans and then check that these have

been implemented in practice. Some of the

mostcommonnon-conformancesidentified

this year included personal protective

equipment (PPE), working hours and

overtime. Should a supplier fail to remediate

issues identified by an audit during an

agreed timeframe, the supplier partnership

may be terminated.

In FY26, all 29 Tier 1 suppliers were audited,

with 28 meeting our high WCA standard

(achievingascoreof≥75%).Remediationis

underway at the factory which did not meet

our expected high standard. A live corrective

action plan is in place, the Dr. Martens CSR

Team visited the factory to address data

inconsistencies and a follow-up audit is

scheduled in the next six months to assess

sustained improvement. 26 Key Tier 2

suppliers were also audited under the WCA

audit protocol. All audited Key Tier 2

achieved our highest expected standard for

KeyTier2suppliers(score≥70%).More

information on supplier social monitoring

and the WCA protocol is available on our

corporate website.

HUMAN RIGHTS AND OUR ANTI-

MODERN SLAVERY PROGRAMME

We hold ourselves and our global supply

chain partners to high ethical standards. We

implement our commitment to respecting

human rights through our policies (page 75).

In FY26 we rolled out a new Global Human

Rights Policy for our employees. More

information on this is available on page 75.

Employees have access to an independent,

confidential hotline to raise human rights

concerns and grievances if they arise. These

are reviewed by our Global Compliance

Team and escalated to the Audit and Risk

Committee if necessary.

We have a zero-tolerance approach to

modern slavery, and we are committed to

playing an active role in addressing it. We

have anti-modern slavery and forced labour

clauses in our supplier contracts, conduct

regular third-party CSR audits across Tier 1

and Key Tier 2 suppliers, offer ‘Forced

Labour and Ethical Trade’ training to all our

employees and the Dr. Martens Foundation

also supports this issue through its grant-

making (page 72). For more information,

see our Modern Slavery Statement on our

corporate website.

SUPPLIER ENVIRONMENTAL DUE

DILIGENCE AND MONITORING

Target

Environmental

certification standard to all Tier 1

suppliers by 2025: 45% Target ongoing

(deadline surpassed)

Tier 1 suppliers are required to submit

quarterly information on their key

environmental impacts of energy, water,

chemicals use and waste management.

More detailed information on waste

management is available on page 64.

We have been actively exploring effective

ways to monitor and verify supplier

environmental data. With this review

currently underway, we continue to collect

data using our own template and work

closely with suppliers to understand their

internal management systems to identify

next steps for engagement. Currently, 45%

of Tier 1 suppliers report holding Higg

FEM or ISO 14001 certification. We remain

committed to improving insight into

environmental performance across our

supply chain and strengthening transparency

and accountability with our partners.

Target

Support

suppliers to adopt best-practice chemical

standards by 2025: Achieved

During FY26, we advanced our chemical

management programme to support our

suppliers to adopt best-practice standards.

Guided by our General Materials

Requirement Policy (GMRP), the programme

focuses on product compliance by aligning

our Restricted Substances List (RSL) and

Manufacturing Restricted Substances List

(MRSL) with global regulatory requirements

and ZDHC guidance. Our chemical

management best-practice approach has

further strengthened supply chain

transparency by conducting RSL audits

at selected Tier 1 suppliers. These audits

assess chemical inventory controls and

RSL compliance activities, helping to ensure

regulatory alignment and improve risk

management across the supply chain. We

complemented this with ongoing product

testing and supplier assurance activities,

while achieving PFAS-free requirements

across applicable products in line with

Apparel and Footwear International RSL

Management (AFIRM) Group standards.

Together with continued supplier

engagement, these actions help build safer

and more responsible chemical management

systems that protect both people and the

environment. For more detail on Dr. Martens

RSL and chemical management policy,

please refer to our corporate website.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

FOUNDATION

SUSTAINABILITY CONTINUED

DELIVERING REAL-WORLD

CHANGE SIDE BY SIDE

The Dr. Martens Foundation is an

independent charity rooted in the values

of the Dr. Martens community.

Established in 2021 with the help of

Dr. Martens plc, the Foundation has since

fuelled over 145 initiatives worldwide,

championing social justice causes

that address the immediate needs of

underserved communities as well as

underlying, longer-term drivers of injustice.

145

initiatives championing social justice

This year, the Foundation continued to

drive meaningful change in communities

through its grant-making while finalising

a refreshed strategy to build on progress

made in communities to date. This work

was carried out with the support of

Dr. Martens plc, through a £800,000

donation in FY26, the time and support of

employees and the use of Dr. Martens plc

spaces and platforms.

BUILDING ON IMPACT –

THROUGH A REFRESHED STRATEGY

In the Foundation’s first years in action, it

has seen how targeted funding and strong

partnerships can create meaningful change.

Building on these early lessons and recognising

shifts in community needs and the wider

fundinglandscape,theFoundationhasrefined

its approach to ensure the support it provides

remains focused, flexible and grounded in

where it can make the greatest difference.

IGNITING

CREATIVITY

GRASSROOTS GRANTS

Smaller grants backing

community-driven initiatives

STRATEGIC GRANTS

Continuing the spirit of the

Right To Be programme, larger

grants that focus on deeper,

systemic shifts in communities

UPLIFTING

THROUGH

PROGRESSION

BUILDING

SAFETY

SUPPORTING

SYSTEMIC

CHANGE

Dr. Martens

Foundation

Grant funding remains the Foundation’s primary driver of change,

delivered through two complementary programmes:

This includes a clearer mission – Backing

the Right To Be Yourself – which reflects

a growing need across society for

communities to feel seen, heard and safe

to be themselves. To bring this mission to

life, the Foundation has also established

four focus areas, providing a defined but

adaptable framework for directing support

where it can have the most impact:

CHAMPIONING SOCIAL JUSTICE THROUGH:

DR. MARTENS PLC ANNUAL REPORT 2026

CHANGE IN ACTION –

THROUGH ONGOING

PARTNERSHIP

Alongside refining its strategy, the

Foundation continued to drive tangible

change for communities across the world

throughitspartnershipswithnon-profit

organisations as well as the support

of Dr. Martens people and platforms.

Here are just some of the ways real-

world change was driven, together:

MEETING IMMEDIATE NEEDS IN THE HEART OF COMMUNITIES

TAKING CHARITIES FURTHER

WITH THE ACCELERATOR FUND

BREAKING THE CYCLE OF DISADVANTAGE THROUGH DOCTOR’S ORDERS

VOLUNTEERING TO TURN HAMPERS INTO HOPE

TURNING MOMENTS OF CONNECTION

INTO COLLECTIVE IMPACT

STRENGTHENING SYSTEMS FOR THE LONG TERM

While new grant-making was paused for

part of the year during the strategy refresh,

our existing grassroots grants continued

to show up where it mattered. This included

working with Good Neighbours to unlock

access to education for disadvantaged

students in Vietnam and enabling

C.A.L.M. to hold over 75,000 life-saving

conversations with people facing mental

health challenges across the UK.

As grant-making resumed under the

new strategy, the Accelerator Fund

was launched to provide extra support

to charities in need. Dr. Martens

employees worldwide were able to

vote on where this funding should go

– drawing on their local insight and

lived experience to direct resources

where they can make the most

meaningful difference.

Foundation funding across 2022–2024

helped the Luminary Ltd charity expand

life-changing training, mentoring and

support programmes for women in London

facing hardship, through Luminary Bakery.

Now, Luminary Bakery’s goods take pride

of place in Dr. Martens’ new in-store café,

called ‘Doctor’s Orders’, in our Brewer Street

beacon store, to continue championing

resilience, community and opportunity.

Dr. Martens employees worked alongside

A21 to pack hampers with essential items

and gifts for survivors of human trafficking,

many of whom have never received a gift

with no strings attached. Delivered to

shelters across the UK, these hampers

helped restore dignity, identity and a sense

of safety. By giving their time, employees

created a direct and tangible impact for

survivors rebuilding their lives.

Across Black History Month, the

Foundation joined forces with

Dr. Martens to turn employee-centred

initiatives into meaningful change for

its partners. Funds raised through

pre-loved boot swap initiatives were

donated to three Black-founded/led

charities, while a ‘United in Rhythm’

event platformed young talent from

The BRIT School as they celebrated

Black creativity and culture.

As our remaining Right To Be

partnerships concluded, they

strengthened movements built to

outlast funding cycles – from ReBit’s

work to embed greater understanding of

LGBTQ+ experiences amongst Japan’s

younger generation, to the development

of National Black Justice Collective’s

digital action hub that expands public

access to racial equity advocacy.

WHERE WE’RE HEADING

With a sharpened strategy

now in place, FY27 will see

the Foundation bring it to life.

Activity will centre on deepening

relationships with partners,

expanding opportunities for

employee involvement and

responding to community

needs as they change.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

The Board holds overall responsibility for sustainability-related

topics and issues at Dr. Martens. Sustainability is a core element

of our business strategy and is owned by our Chief Brand Officer

who is part of the Executive Team. See page 30 for more

information on Dr. Martens updated leadership structure.

In FY26, the key input from the Board was

review and guidance on the evolution of the

sustainability strategy and approval of the

strategy to expand our circularity services

globally. Operational sustainability updates,

such as those relating to the circularity

programme, were managed through the

Quarterly Brand Review (QBR), attended

by the leadership team. In FY26, the newly

formed QBR met twice to review brand

performance and strategic priorities,

providing oversight and strategic direction

on key workstreams, including sustainability.

The Materials and Packaging, Lifecycle,

and Operations Working Groups continued

to meet throughout FY26 when updates

or steer were required, to support operation

of the sustainability programme.

DR. MARTENS PLC BOARD

QUARTERLY BRAND REVIEW

SUSTAINABILITY REPORTING

STEERING COMMITTEE

SUSTAINABILITY WORKING GROUPS

OPERATIONS MATERIALS & PACKAGING

CLIMATE

Climate-related risks and opportunities are raised

in each Sustainability Working Group

LIFECYCLE

Sustainability

governance

SUSTAINABILITY CONTINUED

Development of the global strategy

to scale circularity across our key

markets was a strategic element

of the FY26 Global Bonus Scheme

and applied to all eligible employees.

This was a key factor in driving

engagement with the development

of the circularity strategy which was

reviewed and partially approved

by the Remuneration Committee

in April 2026.

For more information

go to p.121

SCALING CIRCULARITY LINKED

TO GLOBAL BONUS SCHEME

Sustainability legislation was monitored

by the Product, Sustainability and Legal

Compliance Working Group. The group

conducted horizon scans for new legislation,

developed action plans, and was attended

by members of the Legal, Sustainability

and Global Supply Chain Teams.

More detail on our updated governance

structure and our climate-related risk

management approach can be found in

our Climate-related financial disclosures

(page 77).

AUDIT AND RISK COMMITTEE

DR. MARTENS PLC ANNUAL REPORT 2026

POLICIES AND TRAINING

Our ESG policy requirements are regularly reviewed by our Legal, Compliance, Global Supply Chain and Sustainability Teams to ensure

they remain robust and relevant. These policies are developed in line with international standards and industry best practice. In addition,

our Internal Audit Team conducts periodic, targeted reviews of related policies and procedures, reporting findings to the Audit and Risk

Committee, including a review of sustainability communication and sustainability-related claims in FY26.

Key sustainability policies include:

+ Supplier Workplace Conditions Code of Conduct

+ Environmental Standards

+ Animal Derived Materials Policy

+ Global Sanctions Compliance Policy

+ Made In England Environmental Policy

+ Needle and Sharps Policy

+ Responsible Purchasing Practices Charter

EMPLOYEE POLICIES

SUPPLIER POLICIES AND STANDARDS

EMPLOYEE TRAINING

To provide policies and training materials consistently across

all regions, we ensure they are translated into the relevant

local languages. All employees have access to training on

the following e-learning modules:

+ Acceptable Usage

+ Cybersecurity

+ Data Protection and Privacy

+ Diversity,Equity&Inclusion

+ Forced Labour and Ethical Trade

+ Financial Crime (including Anti-Bribery and Corruption)

+ Speaking As One (speaking on behalf of the business)

+ Health and Safety

+ Sustainable Design

For more information visit

drmartensplc.com

+ The DOCtrine, our business code of conduct, which covers

the following topics:

→ Anti-Bribery, Corruption and Fraud

→ Anti-Bullying, Discrimination and Harassment

→ Competition Law/Anti-Trust

→ Confidential Information

→ Conflict of Interest

→ Data Protection

→ Health and Safety

→ Human Rights and Ethical Trade

+ Speak Up Whistleblowing Policy

+ Third Party Due Diligence Policy

+ Anti-Slavery and Human Trafficking Policy

GLOBAL HUMAN RIGHTS POLICY (LAUNCHED FY26)

In FY26, we introduced a new Global Human Rights Policy for

employees. The policy aligns with the principles of the United

Nations Guiding Principles on Business and Human Rights,

relevant ILO conventions and the ETI Base Code.

The policy brings together our position on key human rights-

related topics and sets out our commitments across key areas

including the prohibition of forced and child labour, non-

discrimination and equal opportunity, freedom of association

and collective bargaining, safe and healthy working conditions,

fair wages and benefits, and work-life balance. It also

reinforces expectations around speaking up, training and

development, privacy and confidentiality, and respecting

and protecting the environment as part of a just transition.

NEW

A new Deforestation-Free Sourcing Policy for suppliers

was developed throughout FY26. For more information

go to page 66.

NEW

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

The Sustainability Accounting Standards

Board (SASB) Foundation is a not-for-profit,

independent standards-setting organisation

that aims to establish and maintain

industry-specific standards. This table

identifies the standards deemed relevant

totheApparel,Accessories&Footwear

industry, as defined by SASB’s Sustainable

Industry Classification System (SICS).

It references the location in our Annual

Report that responds to each metric. There

are some areas where information has not

been captured, however we are working to

improve our data systems in order to collect

and monitor all required data.

SASB reference table

SUSTAINABILITY CONTINUED

Metric Category Unit of measure Code Response

Number of (1) Tier 1 suppliers

and (2) suppliers beyond Tier 1.

Quantitative Number CG-AA-000.A (1) We have 29 Tier 1 supplier factories; 13 Footwear, 9 Accessories and Shoe

Care, 7 Outsole (as at 26 March 2026).

(2)Wehave94Tier2suppliers.Oursuppliernumbersfluctuateseason

to season. More information can be found on page 70.

MANAGEMENT OF CHEMICALS IN PRODUCTS

Discussion of processes to

maintain compliance with restricted

substances regulations.

Discussion

and analysis

N/A CG-AA-250a.1 See Supplier Environmental Due Diligence and Monitoring section within

Operate responsibly on page 71.

Discussion of processes to assess and

manage risks and/or hazards associated

with chemicals in products.

Discussion

and analysis

N/A CG-AA-250a.2 See Supplier Environmental Due Diligence and Monitoring section within

Operate responsibly on page 71.

ENVIRONMENTAL IMPACTS IN THE SUPPLY CHAIN

Percentage of (1) Tier 1 supplier facilities

and (2) supplier facilities beyond Tier 1 in

compliance with wastewater discharge

permits and/or contractual agreement.

Quantitative Percentage (%) CG-AA-430a.1 (1) 100% of Tier 1 suppliers have signed our Environmental Standards

agreement,whichincludesourwastewatermanagementandeffluent

treatment requirements.

(2) 99% of Tier 2 material suppliers have signed our Environmental Standards

agreement.100%ofourleathersuppliersareLWGcertified.Thosethatare

certifiedandconductwetprocessingcomplywiththeLWGprotocol,whichis

aligned to the Zero Discharge of Hazardous Chemicals (ZDHC) programme.

Percentage of (1) Tier 1 supplier facilities

and (2) supplier facilities beyond Tier 1 that

have completed the Sustainable Apparel

Coalition’s Higg Facility Environmental

Module (Higg FEM) assessment or an

equivalent environmental data assessment.

Quantitative Percentage (%) CG-AA-430a.2 (1) In FY26 our Tier 1 Made In England manufacturing site maintained its ISO

14001certification.45%ofourTier1suppliershavereportedtousthattheyhave

ISO14001certificationorhavecompletedtheHiggFEMassessment,orboth.

(2)100%ofthetannerieswesourcefromarecertifiedbytheLeatherWorking

Group,whichistheleadingenvironmentalcertificationfortanneriesglobally.

78%ofthetanneriesreporttohaveanenvironmentalcertificationsuchasISO

14001 or have completed the Higg FEM assessment.

LABOUR CONDITIONS IN THE SUPPLY CHAIN

Percentage of (1) Tier 1 supplier facilities,

(2) supplier facilities beyond Tier 1 that

have been audited to a labour code of

conduct and (3) percentage of total audits

conducted by a third-party auditor.

Quantitative Percentage (%) CG-AA-430b.1 (1) 100% of our Tier 1 supplier factories have been audited to the Workplace

Conditions Assessment (WCA) on-site audit protocol by a third-party auditor.

(2) Across our Key Tier 2 supplier base (tanneries, welt and granulate suppliers),

100% have been audited to a labour code of conduct (either WCA assessment

or other accepted social audit). 100% of the tanneries we source leather from are

alsoLWGcertified,forwhicharecognisedsocialauditisnowarequirement.

(3) 100% of our Tier 1 and Key Tier 2 CSR audits were conducted by a

third-party auditor.

Priority non-conformance rate and

associated corrective action rate for

suppliers’ labour code of conduct audits.

Quantitative Rate CG-AA-430b.2 Non-conformances found during audits are categorised by four levels

of severity: zero-tolerance, major, minor and moderate. Zero-tolerance

non-conformances are considered the highest severity of non-conformance.

DuringFY26,0%ofauditfindingswereclassifiedaszero-toleranceviolations.

For more information on our CSR monitoring programme see Responsibly

managing our supply chain (pages 70 and 71).

Description of the greatest (1) labour and

(2) environmental, health and safety risks

in the supply chain.

Discussion

and analysis

N/A CG-AA-430b.3 (1) For more information see Operate responsibly (pages 68 to 71) or our latest

Modern Slavery Statement.

(2) Our priority climate-related risks can be found in our Climate-related

financialdisclosuresonpage77.

RAW MATERIALS SOURCING

(1) List of priority raw materials; for each

priority raw material, (2) environmental and/

or social factor(s) most likely to threaten

sourcing, (3) discussion on business risks

and/or opportunities associated with

environmental and/or social factors, and

(4) management strategy for addressing

business risks and opportunities.

Discussion

and analysis

N/A CG-AA440a.3 (1) Leather, PVC.

(2, 3, 4) For more information see Materials (pages 65 to 67), Climate-related

financialdisclosures(page77)andRiskmanagement(page48).

(1) Amount of priority raw materials

purchased, by material, and (2) amount of

eachpriorityrawmaterialthatiscertified

to a third-party environmental and/or

social standard, by standard.

Quantitative Percentage (%)

by weight

G-AA440a.4 (1) We continue to work towards implementing systems which will facilitate

reporting in the required unit of measure against this metric.

(2)100%ofleatherforAW25andSS26sourcedfromLWGcertifiedtanneries.

DR. MARTENS PLC ANNUAL REPORT 2026

TCFD pillar Recommended disclosure

Consistency

level

Page

reference Companies Act 2006 414CB

1. Governance a. Describe the board’s oversight of climate-related

risks and opportunities

Page 78 a. A description of the company’s governance

arrangements in relation to assessing and managing

climate-related risks and opportunities

b. Describe management’s role in assessing and

managing climate-related risks and opportunities

Pages 78 and 79

2. Strategy a. Describe the climate-related risks and

opportunitiestheorganisationhasidentified

over the short, medium and long term

Pages 79 and 80 d. A description of:

i. the principal climate-related risks and opportunities

arising in connection with the company’s operations,

and

ii. the time periods by reference to which those risks

and opportunities are assessed

b. Describe the impact of climate-related risks and

opportunities on the organisation’s businesses,

strategyandfinancialplanning

Pages 80 to 83 e. A description of the actual and potential impacts of the

principal climate-related risks and opportunities on the

company’s business model and strategy

c. Describe the resilience of the organisation’s

strategy,takingintoconsiderationdifferent

climate-related scenarios, including a 2°C

or lower scenario

Pages 83 and 84 f. An analysis of the resilience of the company’s business

modelandstrategy,takingintoconsiderationdifferent

climate-related scenarios

3. Risk

management

a. Describe the organisation’s processes for

identifying and assessing climate-related risks

Pages 84 and 85 b. Adescriptionofhowthecompanyidentifies,assesses,

and manages climate-related risks and opportunities

b. Describe the organisation’s processes for

managing climate-related risks

Page 85

c. Describe how processes for identifying, assessing,

and managing climate-related risks are integrated

into the organisation’s overall risk management

Page 85 c. A description of how processes for identifying,

assessing, and managing climate-related risks

are integrated into the company’s overall risk

management process

4. Metrics and

targets

a. Disclose the metrics used by the organisation to

assess climate-related risks and opportunities in

line with its strategy and risk management process

Page 85 h. A description of the key performance indicators used

to assess progress against targets used to manage

climate-related risks and realise climate-related

opportunities and of the calculations on which those

key performance indicators are based

b. Disclose scope 1, scope 2 and, if appropriate,

scope 3 greenhouse gas (GHG) emissions and

the related risks

Pages 85 and 86

c. Describe the targets used by the organisation to

manage climate-related risks and opportunities

and performance against targets

Page 86 g. A description of the targets used by the company to

manage climate-related risks and to realise climate-

related opportunities and of performance against

those targets

KEY Consistent Partially consistent

Climate-related

financial disclosures

Compliance Statement

We have set out below our climate-related financial disclosures as

required by the Companies Act 2006. These are in line with the UK

Listing Rules (UKLR 6.6.6R(8)). This also constitutes our response

to the recommendations and recommended disclosures of the Task

Force on Climate-related Financial Disclosures (TCFD). We have

considered the TCFD Guidance and applied it where relevant.

TCFD Consistency Index

This index table signposts to where disclosures are included in

the FY26 Annual Report and Accounts. Our disclosures are

consistent with the TCFD’s four recommendations and 10 of the

11 recommended disclosures. We believe our disclosure is partially

consistent with recommendation 2b. During the period, we

enhanced our approach to assessing climate-related risks and

opportunities (CROs) by updating their definitions and key drivers,

and by incorporating new information and legislative developments

into our ongoing assessment and monitoring process. We continue

to apply financial modelling selectively, and not all CROs are

quantified where doing so would not produce a meaningful or

decision-useful financial outcome.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

Summary overview of progress

in FY26

GOVERNANCE

Thegovernanceframeworkwasupdatedtoreflecttheevolutionofsustainabilityat

Dr. Martens, strengthening alignment with revised strategic oversight, responsibilities

andinformationflowstotheBoardandtheAuditandRiskCommittee.

STRATEGY

During FY26, we reviewed and enhanced our approach to assessing CROs

byupdatingthedefinitionsandkeydriverstoensurecontinuedrelevance.

RISK MANAGEMENT

We evolved our approach to identifying and assessing CROs to include new

information and legislative updates when assessing and monitoring CROs.

METRICS AND TARGETS

We continued to strengthen our climate data and reporting processes as our climate

risk management approach develops.

1 Governance

Sustainability is a core element of our business strategy and

is overseen by our Chief Brand Officer who is a member of the

Executive Team. During FY26, we kicked off work to review

and refresh our sustainability strategy (page 60). To support the

evolution of sustainability at Dr. Martens, we also updated the

associated governance framework to align with the refreshed

strategic oversight, responsibilities and the flow of information

between groups, committees and to the Board. For an overview

of the full sustainability governance framework go to page 74.

1A. BOARD OVERSIGHT

The Board remains responsible for overseeing sustainability and

climate-related matters across the business. Sustainability updates

are provided at Board meetings at least annually, enabling the Board

to provide guidance and feedback on the sustainability strategy,

priorities and targets, including our commitment to Net-Zero. This

year, we focused on refreshing our sustainability priorities and

embedding them within the Brand function, with a full update shared

with the Board in November 2025. Sustainability updates are now

provided to the Board on a regular basis through the Brand function,

helping to inform decisions, particularly around strategy, risk

management and business planning.

The Audit and Risk Committee ensures our governance and

risk management remain robust and monitors key regulatory

developments on sustainability, including regulation on climate-

related disclosures. The chair of the Audit and Risk Committee

is kept informed of sustainability-related updates by regular

touchpoints with the Director of Internal Audit and Risk and

the Director of Sustainability.

The Remuneration Committee oversees incorporation of

sustainability-related targets into incentive and compensation

structures. This year, development of circularity services, which

is linked to one of our climate-related opportunities, was part of

the strategic element of the Global Bonus Scheme and encouraged

employee engagement in progressing circularity. Target

achievement was reviewed by the Remuneration Committee

and was partially achieved. Read more about this on page 121.

1B. MANAGEMENT’S ROLE

Quarterly Brand Review: The Quarterly Brand Review (QBR)

is a senior-level forum, introduced in FY26, where the Executive

Team reviews brand performance, strategic priorities and key

workstreams, including sustainability progress. In the sustainability

context, the QBR provides oversight for operational sustainability

updates and strategic steer, such as progress against the circularity

programme, and serves as a decision-making touchpoint to align

brand priorities with sustainability activities. The QBR, which was

created half-way through the year, met twice during FY26 and

reviewed the direction of the sustainability strategy and provided

useful feedback on the development of our circularity services.

Sustainability Reporting Steering Committee: The Sustainability

Reporting Steering Committee is responsible for the management

of our sustainability and climate-related risks and opportunities,

governance and disclosures. Comprised of the Finance,

Sustainability, Internal Audit and Risk, Legal and Supply Chain

Teams, it works collaboratively to identify, monitor and manage

climate-related risks and opportunities. The Sustainability Reporting

Steering Committee is chaired by our CFO, who has ultimate

accountability for climate-related reporting issues. It provides updates

to the Audit and Risk Committee and key outputs for FY26 included

a review of climate-related risks and opportunities, development

of a register and refining the sustainability governance framework.

Product, Sustainability and Legal Compliance (PSLC) Working

Group: Sustainability legislation is monitored by the PSLC Working

Group. The group conducts horizon scans for new legislation,

develops action plans to meet regulation and maintains the

sustainability legislation register. It is attended by members of the

Legal, Sustainability and Global Supply Chain teams. Updates

from the PSLC Working Group are escalated to the Sustainability

Reporting Steering Committee and subsequently reported to the

Audit and Risk Committee.

Sustainability Working Groups: The Operations, Materials

and Packaging and Lifecycle Working Groups continued to meet

throughout FY26, to oversee progress against the sustainability

strategy. Climate-related matters fall within the remit of each working

group and are addressed as relevant. These working groups are

led by management-level subject matter experts from various areas

of the business, with the Sustainability Team offering guidance and

technical expertise.

Sustainability Team: Dr. Martens Sustainability Team is comprised

of expert professionals with the knowledge to advise on complex

sustainability matters. The Director of Sustainability reports to the

CBO and is responsible for coordinating the Group’s approach to

sustainability and climate-related issues. The Sustainability Team

collaborateswiththeInternalAudit&RiskandFinanceTeamsto

incorporate climate-related financial data into business processes

where relevant. The Sustainability and Climate Manager oversees the

day-to-day management of climate-related risks and opportunities

across the business. This role includes attending all Sustainability

Reporting Steering Committees to ensure climate risks and

opportunities are addressed, while providing specialised expertise.

DR. MARTENS PLC ANNUAL REPORT 2026

Employee engagement: Employees are engaged and educated

on climate topics through internal communication channels.

New hires are introduced to our sustainability strategy and Net-Zero

commitment as part of the onboarding process, while ongoing

learning is supported through articles on our internal communications

hub. This year, content highlighted topics such as lower-impact

materials and regenerative agriculture. In November 2025, a member

of the Finance Team also completed Climate Literacy Training for

Fashion and Retail, certified by The Carbon Literacy Project,

supporting more informed consideration of climate impacts across

the business.

2 Strategy

2A. CLIMATE-RELATED RISKS AND OPPORTUNITIES

IDENTIFIED

As outlined in previous disclosures, we identified eight key thematic

categories of priority CROs. These were originally identified through

an assessment conducted with a third-party expert, which we

have since refined to better reflect the current climate context and

relevant regulatory and market developments. These CROs are

used to assess the resilience of our business model and strategy

to climate-related impacts across our operations and value chain.

To evaluate the potential impacts of climate change under different

future pathways, we continue to apply climate scenarios developed

by the Network for Greening the Financial System (NGFS). Using

multiple scenarios enables us to assess a range of plausible climate

outcomes and to identify CROs that could reasonably be expected

to affect our business, supply chain or the broader economy.

ORDERLY TRANSITION SCENARIO (1.5°C): assumes early and

progressively more stringent climate policies, resulting in relatively

low transition and physical risks.

DISORDERLY TRANSITION SCENARIO (1.5°C-2°C): assumes

delayed or inconsistent climate policy action until 2030, leading

to elevated transition risks as more abrupt measures are required

to limit warming to below 2°C, while physical risks remain

comparatively constrained.

HOT HOUSE WORLD (4°C+): assumes limited or no additional

climate policy intervention, resulting in low transition risk but

significantly elevated physical risks as critical temperature

thresholds are exceeded.

TIME HORIZONS USED IN SCENARIO ANALYSIS

We have reviewed the rationale underpinning our time horizons and

continue to apply the following definitions in our scenario analysis,

reflecting alignment with both financial planning and long-term

strategic objectives:

+ Short term: less than 5 years, aligned to financial planning cycles

+ Medium term: 5-10 years, representing a bridging horizon

between near-term operational adjustments and longer-term

strategic transformation

+ Long term: greater than 10 years, aligned to our Net-Zero

ambitions and longer-term transition pathway

PRIORITY CLIMATE-RELATED RISKS AND OPPORTUNITIES

Our eight priority CRO themes are:

+ Two physical risk categories (acute and chronic), which could

affect the business under a Hot House World (4°C+) scenario,

including exposure to changes in local climate conditions and

an escalation in the frequency and severity of extreme weather

events impacting our operations and value chain

+ Four transition risks, which could affect the business under both

Orderly (1.5°C) and Disorderly (1.5-2°C) transition scenarios,

arising from the challenges associated with transitioning to a

Net-Zero economy, including evolving government policy and

regulation, increasing market and stakeholder pressures, and

technological change

+ Two transition opportunities, which could impact the business

across all climate scenarios

REVIEW AND UPDATE PROCESS

During FY26, we evolved our process for reviewing existing CROs

and identifying potential new CROs to incorporate updated climate

data, emerging legislative requirements and relevant external

developments. This enhanced process was designed to ensure

CRO assessments can be updated regularly while retaining and

building upon our understanding. Further detail on this process

is set out in section 3a of this report.

ACTIVITY DURING FY26

During FY26, we reviewed and updated our approach to assessing

physical climate-related risks. We broadened our definition of

physical acute risk to encompass a range of extreme weather

events,includingriverineandsurfaceflooding,heatwaves,storms

and wildfires. We also assessed these risks on a holistic basis

rather than as separate, event-specific hazards. This reflects the

interconnected nature of extreme weather events, which often

share common climate drivers, interact or co-occur, and can result

in overlapping operational, financial and supply chain impacts.

This approach supports improved assessment of cumulative

impacts, prioritisation of adaptation actions and more effective

resilience planning across the business.

We also refined our definition of physical chronic risk to focus

on long-term shifts in average temperature and their systemic

implications for operations and the supply chain. This recognises

that sustained temperature increases can exacerbate water scarcity,

intensify competition for resources and drive higher operating and

input costs, enabling a more integrated assessment of long-term

pressures relevant to strategic planning and investment decisions.

In addition, we assessed the transition risk ‘land use change and

agricultural practices’ in greater detail during FY26 and quantified

its potential financial impact. Further information on this assessment

is provided in the corresponding case study in section 2c. We also

reassessed the CROs analysed in prior years and incorporated new

information where available.

The table below sets out our priority climate-related risks and

opportunities and their assessed sensitivity to each NGFS scenario.

TheCROsdisclosedreflectclimaterisksandopportunitiesonlyand

not those relating to general sustainability or wider enterprise topics.

For an overview of Dr. Martens principal risks, refer to pages 48 to 55.

In the table on the next page, we outline our priority CROs along with

their perceived sensitivity to each of the listed scenarios.

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

HOW TO READ THE TABLE:

In the case of extreme weather events, it is anticipated that the impact could materialise in the short to medium term. In an Orderly

Transition scenario, where consistent policies and early mitigation efforts have effectively limited the worst effects of climate change, the

impact is relatively low. However, under a Disorderly Transition scenario, where delays in implementing necessary policies and fragmented

mitigation efforts have hindered progress, the likelihood and impact of extreme weather events are higher. In a Hot House World scenario,

where inadequate measures have been taken to address climate change, the risks and likelihood of extreme weather events occurring are

the most severe and most probable.

Time horizon Likelihood: Scenario sensitivity

Climate-related risks Category Short Medium Long Orderly Disorderly Hot House

Physical

risks

PR1. Extreme weather

events

Acute

PR2. Changes in

temperature

Chronic

Transition risks

TR1. Carbon taxation Policy&

Legal

TR2. Production

standards

Policy&

Legal

TR3. Increased prices of

input materials,

processes and

services

Market

TR4.Land-use&

agricultural

practices

Technology

Climate-related opportunities

Transition

opportunities

TO1. Repair and resale Market

TO2. Alternative

materials

Market

Anticipated onset of risk or opportunity Estimated full impact of risk or opportunity

High likelihood Low likelihood

2B. IMPACT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES

Acknowledging the impact of climate change over the short, medium and long term, we evaluate both the actual and potential financial

effectsofclimate-relatedrisksandopportunitiesonourbusinessmodel,strategyandfinancialplanning.Wherefeasible,weseektomitigate

cost pressures through procurement, sourcing and operational efficiencies.

Since our budgets and strategic financial plans are prepared on a going concern and viability basis, we assess the potential business and

financial impacts of our priority climate-related risks and opportunities (CROs) in alignment with the Company’s internal risk management

processes, as outlined in section 3a. This assessment builds on the methodology established in prior disclosures and ensures ongoing

consistency with enterprise risk management.

During FY26, we reviewed and refreshed the descriptions and drivers of our CROs to reassess their continued relevance and materiality,

considering changes in the external environment and our business activities. We also re-evaluated the likelihood and potential financial

impact of each CRO. This review did not result in any material changes to the previously disclosed assessments.

In the table on the next page, the impact categories reflect a potential decrease in operating profit for risks and a potential increase in

operating profit for opportunities, considering the mitigation measures in place. Where the estimated financial impact category remains

statedas‘unquantified’,theSustainabilityReportingSteeringCommitteeconcludedthat,duetoongoinguncertaintyanddatalimitations,

any attempted quantification would not be sufficiently robust to be decision useful.

DR. MARTENS PLC ANNUAL REPORT 2026

ESTIMATED FINANCIAL IMPACT CATEGORY

Over £10m: Severe Between £5m-£10m: Serious Between £1m-£5m: Moderate Less than £1m: Low

Risk

Estimated financial

impact category Risk description

How we manage and

mitigate the risk Metrics and targets

Physical Risk 1.

Acute – Extreme

weather events

Timeframe:

S M L

Moderate We have updated our definition of

physical acute risks to encompass a

broader category of extreme weather

events, including riverine and surface

flooding, heatwaves, storms and

wildfires, among others. This combined

category reflects our intention to assess

acute physical risks holistically rather

than as separate, event-specific hazards.

Extreme weather events often interact or

co-occur, share common climate drivers

and can result in overlapping operational,

financial and supply-chain impacts. By

grouping these acute risks, we can better

evaluate their cumulative effects,

prioritise adaptation measures and

enhance the effectiveness of our

resilience planning across the business.

Further detail is provided within the case

study in section 2c.

We mitigate the impact of extreme weather

events on our value chain by diversifying our

sourcing countries and finished goods and raw

material suppliers, counter-sourcing high-

volume new products and distributing new

product developments across multiple factories.

We will continue to engage with the view to

minimise business disruptions to both

Dr. Martens and our suppliers.

To monitor the risk of

extreme weather events,

we engage with suppliers

through a standardised

information request,

which monitors individual

suppliers’ current

mitigation measures

Status: ongoing

Physical Risk 2.

Chronic changes

in temperature

Timeframe:

S M L

Unquantified We have refined our definition of physical

chronic risk to focus on long-term shifts

in average temperature and their broader

consequences for operations and the

supply chain. Rather than assessing

prolonged heat events in isolation,

this updated framing recognises that

sustained temperature increases can

exacerbate water scarcity, intensify

resource competition and drive higher

operational and input costs across

markets in which we operate.

Considering chronic temperature risks

through this wider lens enables a more

integrated understanding of systemic

pressures, supporting more effective

long-term planning, investment decisions

and resilience strategies.

The impacts of chronic increases in temperature

are mitigated through diversified sourcing,

counter-sourcing of high-volume products and

spreading production across a broad supplier

base, reducing reliance on regions that may

become progressively higher risk. Improved

upstream visibility, including traceability of upper

leather to the abattoir and ongoing material

diversification, further helps to manage and

reduce long-term exposure.

Ongoing target: 100%

leather traceability to the

abattoir for all countries

Metric: 97% for AW25

and SS26 (FY25: 97%)

For more details, see

page 66

Status: ongoing

Transition Risk 1.

Carbon taxation

Timeframe:

S M L

Low Carbon taxation could affect our cost

structure and long-term resilience.

The introduction of carbon taxes and

carbon-trading markets could raise

input costs across the value chain,

particularly with energy-intensive or

globally dispersed supply chains. To

better understand the range of potential

impacts, we modelled two extreme

emissions pathways: one in which the

brand achieves Net-Zero by 2040,

leading to low emissions, and another

in which it continues Business-As-Usual

(BAU) with no interventions, resulting

in high emissions. These pathways were

assessed against both an Orderly

Transition scenario – where steep and

consistent increases in carbon-tax prices

drive rapid decarbonisation – and a Hot

House World scenario, where no new

legislation emerges and carbon prices

remain close to today’s levels. Closely

monitoring these developments is

essential to anticipate cost pressures

and to remain competitive in a shifting

regulatory environment.

Exposure to carbon taxation is directly linked

to emissions generated, with higher absolute

emissions resulting in greater financial

exposure. Accordingly, the primary mitigating

measure is the reduction of emissions in line

with our validated science-based targets (SBTs).

Target: Dr. Martens

commits to Net-Zero

GHG emissions across

the value chain by FY40

Our total emissions

reduced by 14% from

FY24 to FY25. Further

details of our emissions

footprint can be found

on page 69. For our near

and long-term SBTs, see

page 68

Status: ongoing

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

Risk

Estimated financial

impact category Risk description

How we manage and

mitigate the risk Metrics and targets

Transition Risk 2.

Production

standards

Timeframe:

S M L

Low We have updated this risk to focus on

the potential escalation of Extended

Producer Responsibility (EPR)

requirements across key markets,

recognising that expanding obligations

for end-of-life management, recycling

and reporting could increase compliance

and operational costs throughout the

value chain. While other regulatory

standards such as the EU Deforestation

Regulation (EUDR) and material-specific

production rules remain part of our

broader regulatory horizon scanning,

recent assessments show that these

currently present limited risk due to

existing controls and product material

choices. By centring this risk around

EPR, we aim to reflect where the most

material near-term exposure lies and to

ensure we proactively monitor evolving

standards that may influence packaging

decisions, product design and the cost

of doing business in the future.

The potential escalation of EPR requirements

is mitigated through ongoing regulatory horizon

scanning, proactive monitoring of evolving

obligations across key markets and integration

of compliance considerations into packaging

and product design decisions. Existing controls

and material choices help limit exposure,

while early assessment of EPR developments

supports timely adaptation and management

of potential increases in compliance and

operational costs.

Ongoing target: 100%

upper leather from

LWG tanneries

Status: 100% (for the

AW25 and SS26

seasons). See page 67

Target: Sustainable

alternative to outsoles

by 2035

Status: ongoing, material

in 10,000-pair market

trial. See page 67

Target: 100% packaging

from recycled or other

sustainably sourced

materials by 2028

Status: ongoing,

see page 65 and 66

Transition Risk 3.

Increased prices

of input materials,

processes and

services

Timeframe:

S M L

Unquantified We have reframed this risk to reflect that

rising input costs are now more likely

to be driven by resource scarcity and

growing competition for key materials

than by climate-related regulation alone.

As climate impacts intensify, pressure on

natural resources, specialised materials

and resilient manufacturing capacity

is expected to increase, potentially

resulting in higher prices or reduced

availability across the supply chain.

This represents a change from our

previous focus on decarbonisation-driven

supplier investments leading to cost

increases, instead recognising that

market dynamics and supply constraints

are emerging as the more material drivers

of price volatility.

The risk of rising input costs driven by resource

scarcity and increased competition for key

materials is mitigated through diversified

products and sourcing strategies, active supplier

engagement and ongoing assessment of

materials across the value chain. Material

diversification and flexibility in sourcing and

manufacturing capacity support resilience

against price volatility and potential supply

disruptions over time.

Target: 100% of

footwear made from

sustainable materials

by 2040

Status: ongoing, see

pages 64 to 67 for more

details on our progress

A breakdown of the

countries we source our

footwear from is shown

on page 70

Transition Risk 4.

Land-use &

agricultural

practices

Timeframe:

S M L

Low Land-use pressures and evolving

agricultural practices linked to reducing

emissions may influence long-term

procurement costs for leather. Increasing

adoption of mitigation technologies

within cattle farming, along with rising

demand for biofuel feedstocks, could

gradually raise production costs or shift

land availability in key sourcing regions.

Current evidence indicates a persistent

oversupply of hides, which acts as a buffer

against short-term price increases, but the

long-term interaction between biofuel

policy, land-use change and farm-level

technology adoption remains uncertain.

If upstream costs were to rise, this could

indirectly affect other risk areas, including

TR3, through a potential uplift in material

prices. Further detail is provided within

the case study in section 2c.

Potential impacts from land-use pressures and

evolving agricultural practices are mitigated

through diversified sourcing, ongoing monitoring

of upstream market and policy developments and

the structural buffering effect of persistent global

hide oversupply. We continue to strengthen

upstream visibility, including leather traceability,

to better understand long-term exposure in key

sourcing regions and inform procurement

decisions. In addition, material diversification

and flexibility in sourcing strategies help limit

sensitivity to potential long-term increases in

leather procurement costs.

Ongoing target: 100%

leather traceability to the

abattoir for all countries

Metric: 97% for AW25

and SS26

For more details,

see page 66

Status: ongoing

DR. MARTENS PLC ANNUAL REPORT 2026

Risk

Estimated financial

impact category Risk description

How we manage and

mitigate the risk Metrics and targets

Transition

Opportunity 1.

Repair and resale

Timeframe:

S M L

Low Circular business models, including

repair, resale and recommerce, represent

a climate-related growth opportunity for

Dr. Martens. These services are projected

to experience sustained growth across all

climate scenarios considered, supporting

customer acquisition and retention and

resilience over the medium to long term.

Expansion of circularity also aligns with

our climate and sustainability objectives

by extending product life, enabling

sustainable end-of-life options and

supporting progress towards Net-Zero by

2040. Further detail is provided on page

62 of the Sustainability Report, and within

the case study provided in section 2c.

We are leveraging the growth opportunity

in circular business models by developing

profitable repair and resale services. This

includes the successful launch of our first

branded repair service in the UK in 2023 and

the continued expansion of branded resale

platforms such as ReWair in the USA during

FY25. These initiatives support customer

acquisition and retention, extend product

life and align with our climate and Net-Zero

objectives over the medium to long term.

Target: 100% of

products sold have a

sustainable end-of-life

option by 2040

Status: ongoing

Resale pairs sold:

17,507 (FY25: 10,639)

Pairs repaired (UK DTC):

4,287 (FY25: 4,005)

Transition

Opportunity 2.

Alternative

materials

Timeframe:

S M L

Unquantified The continued exploration of alternative

and lower-carbon materials represents a

strategic climate-related opportunity for

Dr. Martens. While market demand for

these materials is still emerging, we

intend to pursue their development to

support reductions in product emissions

intensity and to broaden our customer

offering. Diversifying material inputs may

also help reduce exposure to land-use

and agricultural practices risk (TR4).

We are leveraging the opportunity presented by

alternative and lower-carbon materials through

active collaboration with suppliers to trial, test

and scale new material solutions. This includes

the launch and expansion of products made

with Genix Nappa, a reclaimed leather material.

In parallel, we are beginning to develop a

regenerative agriculture strategy to explore

the potential role of regenerative leather,

supporting emissions-intensity reductions,

material diversification and reduced exposure

to land-use and agricultural practices risk (TR4).

Target: 100% of

footwear made from

sustainable materials

by 2040

Status: ongoing, see

pages 64 to 67 for more

details on our progress

2C. RESILIENCE OF THE BUSINESS STRATEGY

We apply climate-related scenario analysis to assess the resilience

of our business model and strategy under a range of plausible future

climate pathways. For FY26, we continued to use Orderly Transition,

Disorderly Transition and Hot House World scenarios to test priority

CROsandtounderstandhowdifferenttransitionandphysicalclimate

outcomes could affect our operations and strategic priorities.

Building on prior disclosures, scenario analysis in FY26 focused

on three case studies: PR1 (acute physical risk), TR4 (transition

risk related to land-use change and agricultural practices), and

TO1 (repair and resale opportunity). The methodology for PR1

was updated to reflect enhancements to our physical climate risk

assessment approach. TR4 was selected as a deep-dive to better

understand the underlying drivers of land-use and agricultural

transition risks and how these have evolved since the risk was

initially identified. TO1 remains a strategic opportunity, with

circularity representing a core lever within our business strategy.

The findings of this analysis are set out in the following case studies:

Physical risk: acute – extreme weather events (PR1)

During the current reporting period, we reviewed and enhanced our

approach to assessing acute physical climate-related risks to better

reflect the interconnected nature of extreme weather events and

their potential cumulative impacts on the business. As part of this

update, we broadened the scope of acute physical risk to

encompass a range of extreme weather threats, including riverine

and surface flooding, heatwaves, storms and wildfires. These

hazards are now assessed on a holistic basis rather than as discrete,

event-specific risks, recognising that they often share common

climate drivers, may interact or co-occur, and can result in

overlapping operational, financial and supply chain impacts.

This approach supports a more comprehensive assessment of

potential cumulative impacts, improved prioritisation of adaptation

actions, and more effective resilience planning across the business.

It builds on the methodologies applied in prior disclosures for

riverine flooding and acute heatwaves, while providing a more

integrated view of extreme weather exposure.

For this case study, we mapped our Tier 1 suppliers geographically

and identified areas of heightened exposure to extreme weather

using the World Bank Climate Change country risk profiles. These

profileswereusedtoinformtheselectionofhigher-riskgeographies

for further analysis. We then engaged with relevant Tier 1 suppliers

through climate engagement surveys to understand existing

mitigation measures in place, as well as the potential impact

of extreme weather events on operational capacity and output.

Insights from supplier engagement were translated into an estimated

capacity loss metric, which was then modelled under a Hot House

World scenario. This capacity impact was then incorporated as a key

input into the ‘severe but plausible’ scenario used for going concern

modelling. This approach enabled a consistent and comparable

assessment of acute physical risk impacts across multiple extreme

weather hazards.

The analysis did not identify a material impact on the business

model or strategy. However, the assessment highlighted the

importance of ongoing engagement with suppliers in regard to

supply chain resilience. Dr. Martens has existing mitigation

measures in place to manage potential supply chain disruption

arisingfromextremeweatherevents,includingadiversifiedsourcing

strategy and the ability to counter-source high-volume products

where required.

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DR. MARTENS PLC ANNUAL REPORT 2026

CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

We will continue to refine our assessment of acute physical

climate-related risks as data availability and methodologies evolve.

We will also engage with suppliers to strengthen preparedness and

minimise potential disruption to our business and supply chain.

Transition risk: land-use & agricultural practices (TR4)

As part of the FY26 refresh of the CRO register, we undertook a

targeted reassessment of TR4: Land-use change and agricultural

practices. The original assessment of this risk was conducted in

FY21 and had not been substantively updated since that time. This

risk was selected for a focused deep-dive to reassess its relevance

and the potential implications on our business and supply chain

due to the evolving policy, market and technological landscape.

The reassessment considered recent evidence relating to biofuel

policy development, land-use pressures and the adoption of

emissions-reduction technologies within the cattle sector. While

these dynamics continue to evolve, the analysis indicates that

our current exposure to this risk remains low.

Evidence reviewed suggests that the uptake of farm-level mitigation

technologies remains at an early stage and is highly uneven across

regions. Adoption is currently concentrated among larger producers,

who are generally better positioned to absorb early implementation

costs without passing these costs downstream. In parallel, hides

continue to function as a low-value byproduct of the meat industry,

with a persistent global oversupply and an estimated 40% of hides

going to waste. This structural surplus significantly reduces the

likelihood that land-use competition or feedstock diversion driven

by increasing biofuel demand would result in a material increase

in leather prices in the short term.

Compared with the original FY21 assessment, the nature of the risk

has evolved, but its overall materiality has not increased. Some

geographic pressures previously anticipated, particularly in Uruguay

and Argentina, have not materialised to the extent expected.

Conversely, policy developments in the United States and Brazil

continue to influence land-use and agricultural practices broadly

in line with earlier forecasts.

Overall, the likelihood and potential impact of this transition risk

remain low, with any potential effects more likely to emerge over

a medium- to long-term time horizon. No material impact on our

business model or strategy has been identified at this stage.

However, given ongoing uncertainties around future biofuel policy

pathways, rates of technological adoption and evolving land-use

trends across key producing regions, this risk will continue to be

monitored through the CRO longlist and reviewed as part of future

TCFD reporting cycles.

Transition opportunity: repair and resale (TO1)

Repair and resale represent a key transition opportunity aligned

with strategic priorities within the new business strategy. Repair and

resale are core levers within the business strategy, driving post-

purchase engagement and strengthening customer relationships.

Insights from existing programmes indicate that consumers who

purchase second-hand products through ReWair subsequently

purchase more frequently via our mainline sales channels.

Dr. Martens’ products are durable, timeless and designed for

longevity, making repair and resale a natural extension of the

brand proposition. Maximising product lifespan through these

channels reduces waste, reinforces circularity principles and

provides consumers with additional ways to engage with the brand.

To date, circularity initiatives have been delivered through localised,

test-and-learn pilots. During FY26, we have been focusing on

developing a comprehensive strategy to scale repair and resale

globally, which will remain a key focus in the coming years. See pages

62 and 63 for further details on our resale and trade-in, and repair

initiatives in our Sustainability Report. While the financial impacts

of scaling these activities remain subject to execution and market

uptake, the opportunity is being pursued to support brand resilience

through embedded circular services and business models.

3 Risk management

3A. PROCESSES FOR IDENTIFYING AND ASSESSING

CLIMATE-RELATED RISKS

Identification

We integrate climate-related risks into our risk management

framework, as outlined on page 49. We conducted an identification

and assessment workshop with members of the Sustainability

Reporting Steering Committee to build on the existing climate

risk and opportunity assessment. In this workshop, we reviewed

common themes across peer disclosures to evaluate their relevance

to Dr. Martens, and to ensure that our identified climate-related risks

and opportunities remain appropriate and up to date.

Assessment

To assess and prioritise CROs, we undertook a review of the CRO

environment. As part of this review, we implemented an enhanced

assessment process designed to support regular updates and

improve internal usability.

Identified CROs are now assessed through a two-gate review

process, which includes a qualitative filter followed by quantitative

scoring. The assessment is undertaken with reference to the three

climate scenarios (Orderly Transition, Disorderly Transition and

Hot House World) described in section 2a.

Assessment criteria include:

+ the potential financial or strategic impact on the business;

+ likelihood and sensitivity under each climate scenario; and

+ the expected rate of change (velocity).

The CRO longlist is reviewed annually to monitor emerging

developments, with CROs categorised as priority if they exceed

a defined threshold through the two-gate assessment. Further

analysis is conducted on these CROs and they are included in

the climate risk register, as described in section 2a.

Further scenario analysis, as summarised in section 2c, is

conducted annually on selected priority CROs. The selection

of CROs for deeper analysis is informed by changes in external

factors, such as policy and regulatory developments, as well as

internal business changes, including new materials or product lines.

The assessment of climate-related risks is aligned with the Group’s

broader risk management procedures. Financial materiality is

determined using the impact categories set out above the table in

section2b.Whereafinancialmaterialityassessmenthasnotyetbeen

completed, CROs are classified as ‘unquantified’. In these cases,

indicative impacts may be carried forward on a temporary basis

pending further modelling to align with the updated methodology.

The strategic and business implications of these risks are discussed

insection2ofthisclimate-relatedfinancialdisclosure.

DR. MARTENS PLC ANNUAL REPORT 2026

During the current reporting period, we also expanded the scope

of CRO identification and assessment to explore additional themes,

including changing consumer behaviours, litigation risk, enhanced

reporting requirements, and evolving shareholder and investor

expectations. These themes are retained within the longlist register

and will continue to be monitored over time.

3B. PROCESSES FOR MANAGING CLIMATE-RELATED RISKS

We manage climate-related risks using the same approach as other

business risks (for more details on our overall risk management

strategy, please refer to the Risk management and our principal

risks section on page 48). A summary of the management controls

and mitigation strategies we have implemented to address the

potentially significant climate-related risks is provided in the table

in section 2b.

3C. INTEGRATION INTO OVERALL RISK MANAGEMENT

Climate change continues to be integrated within the Group’s

broader risk management framework and is subject to the same

governance arrangements, annual review cycle and management

oversight as other risks captured on the Group Risk Register. The

principal risk titled ‘Social and environmental’ was amended to

‘Social, environmental and climate’ to explicitly reflect the increasing

relevance of climate considerations, which had previously been

disclosed as an emerging risk within the wider category. This

position remains unchanged and is outlined in the Risk management

and our principal risks section on page 48.

Climate considerations are also embedded within the assessment

and mitigation of other principal risks, in particular those relating

to supply chain, brand and product, and legal and compliance.

Further detail on our principal risks is set out on pages 50 to 55.

The integration of climate risk into operational decision-making

has continued to mature. Climate-related considerations are

incorporated into the assessment of new supplier locations

and partners, including within the new country risk assessment

process and, where relevant, the due diligence and risk assessment

undertaken when selecting new supplier factory locations.

Outcomes from these assessments are reviewed by the Operating

Committee, supporting consistent oversight and decision-making.

4 Metrics and targets

We use a range of metrics and targets to monitor our priority

climate-related risks and opportunities and measure performance.

4A. METRICS USED TO ASSESS CLIMATE-RELATED RISKS

AND OPPORTUNITIES

Our primary climate metrics include absolute Scope 1, Scope 2 and

Scope 3 GHG emissions, which we use to monitor progress against

our science-based targets (SBTs). These are our primary metrics

for assessing and managing climate-related risks and opportunities,

as emissions increases are the main driver of global temperature

increases, which in turn drives other environmental impacts.

We have set science-based absolute GHG reduction targets to

monitor this, based on an FY20 baseline, aligned with limiting

globalwarmingto1.5˚C(Scope3near-termtargetsarealigned

towellbelow2˚C).MoredetailsonourSBTsandprogressagainst

our emissions metrics can be found below and on pages 68 and 69

of the Sustainability Report.

Around 99% of our total emissions fall within Scope 3, driven

primarily by the materials used in our products, including leather

and PVC. Given the significance of our supply chain emissions, we

also track indicators and have set targets related to the adoption of

lower-impact and certified materials. These metrics help us monitor

progress towards our Net-Zero ambition and identify opportunities

to reduce emissions across our operations and value chain.

Metrics relating to our climate-related risks and opportunities can

be found in the table on pages 81 to 83. We continue to develop our

climate data and reporting processes and will expand the range and

detail of metrics disclosed as our approach to climate risk

management evolves.

4B. SCOPE 1, 2 AND 3 EMISSIONS AND RELATED RISKS

Emissions metrics are our primary measure for monitoring our

climate-related risks. The tables below summarise our Scope 1, 2,

and 3 emissions metrics for FY25, which were calculated in line with

the Greenhouse Gas (GHG) Protocol. We report our total emissions

one year in arrears due to the complexity of activity-based Scope 3

data collection. In FY25, our total absolute emissions decreased by

14%to156,129tCO₂e,comparedwith181,895tCO₂einFY24.More

information about progress against our emissions metrics and SBTs

can be found on pages 68 and 69 of the Sustainability Report.

Scope

FY25 GHG

emissions

FY25 % of value

chain emissions

Scope 1 RS

742 0.5%

Scope 2 – location-based RS 2,779 –

Scope 2 – market-based RS 1,780 1.1%

Scope 3 emissions

153,607 98.4%

1. RSindicatesthefigureshavebeenrestatedfromprioryear.Formoreinformationsee

the restatement footnotes on page 86.

2. All material Scope 3 emissions are included. The following GHG Protocol Scope 3

emissions categories are excluded because they are covered in another category

or because they are not relevant to our business: (8) Upstream leased assets, (10)

Processing of sold products and (13) Downstream leased assets. The category

breakdown can be seen in the table below.

Scope 3 emissions category

FY20 GHG

emissions

FY25 GHG

emissions

FY25 % of

Scope 3

emissions

Purchased goods

and services 181,941 114,234 74.4%

Capital goods 15,747 3,818 2.5%

Fuel and energy-related

activities 378 919 0.6%

Upstream transportation

and distribution 22,434 12,180 7.9%

Waste generated

in operations 1,056 332 0.2%

Business travel 4,324 4,336 2.8%

Employee commuting 3,216 3,253 2.1%

Downstream

transportation and

distribution 3,501 3,892 2.5%

Use of sold products

(indirect) 13 507 0.3%

End-of-life treatment

of sold products 7,649 9,282 6.0%

Franchises 96 236 0.2%

Investments – 617 0.4%

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

STREAMLINED ENERGY AND CARBON REPORTING (SECR) STATEMENT:

Our FY26 Scope 1 and 2 emissions can be found below in our Streamlined Energy and Carbon Reporting (SECR) disclosure. See page 69

of the Sustainability Report for more information on energy efficiency measures from FY26 and our progress against our Scope 1 and Scope

2 SBTs.

FY26 emissions (tCO

e) Restated FY25 emissions (tCO

GHG Protocol Scope Sub-category UK Global UK Global

Scope 1

Combustion of fuel and

operation of facilities 203 483 234 RS 561

Scope 1

Combustion of fuel from

owned or leased vehicles 8 107 33 RS 181

Total Scope 1 211 590 267 RS 742

Scope 2 (Location-based) Purchased energy 411 2,357 RS 580 RS 2,779

Scope 2 (Market-based) Purchased energy 27 327 RS 57 RS 1,780

Scope 1 and 2 (Location-based) 622 2,947 RS 847 RS 3,521

Scope 3 (Grey fleet only) Grey fleet 6 29 17 92

Total emissions (Location-based) 628 2,976 RS 864 RS 3,613

Total energy use (kWh) 3,081,465 10,013,331 RS 4,012,362 RS 11,608,077

Turnover (£m) – 764.9 – 787.6

Intensity ratio (tCO

e/£100,000) – 0.39 – RS 0.46

FY25 emissions data restatements: RS indicates prior data that has been restated. We continually review our emissions accounting methodologies to ensure accuracy, consistency

andrelevance.WeidentifiedanerrorinourFY25Scope2market-basedemissionsattwoUKsites,wheretherenewableenergyattributionwasnotrepresentativeoftheenergy

sourcingcontractsinplace.ThevariancesidentifiedmeetourthresholdforrestatementandScope2market-basedemissionsintheUKhavebeenrestatedfrom243tCO

e to

57 tCO

e. When making these adjustments, we re-generated our FY25 Scope 1 and 2 emissions to ensure consistency in methodologies across the dataset using our third-party

emissions measurement software. This update resulted due to updated methodologies to estimated energy consumption, and routine updates to emission factors databases and

calculation methodologies embedded into our emissions measurement software. Overall, these changes led to a 4% decrease in our global Scope 1 and 2 location-based emissions.

Whilenon-market-basedchangesarebelowourrestatementthreshold,wehaveupdatedallaffectedScope1and2metricsforconsistency.

Sustainability restatement policy: Where prior period disclosures are found to contain material errors, omissions or changes in methodology, scope or data quality, we will restate the

affectedinformationtoensurecomparabilityandreliabilityovertime.Restatementsforpreviouslyreporteddataareconsiderednecessarywherethereisachangeofgreaterthan5%.

Restatements may arise from improvements in data collection processes, updated emissions factors or alignment with evolving standards.

SECR methodology:

+ The reporting period for our SECR disclosure is 1 April 2025 to 31 March 2026 and covers Dr. Martens plc and other Group companies.

+ This statement includes limited Scope 1 and 2 emissions (gas and fuel used in transport; purchased electricity). Scope 1 physical or chemical processing emissions are not

applicableandScope2steam,districtheatinganddistrictcoolingemissionsarenotapplicable.Scope3greyfleetemissionsinFY26areglobalandhavebeencalculated

in line with the Greenhouse Gas Protocol, with FY25 expense data used as a proxy for the USA and EMEA where FY26 data was unavailable.

+ Separate UK dual reporting has been conducted, in addition to mandatory global reporting, which encompasses all global data.

+ GHG emissions have been assessed in accordance with HM Government’s ‘Environmental reporting guidelines: Including Streamlined Energy and Carbon Reporting

requirements guidance’, March 2019 update.

+ Market-based emission factors have been sourced from European residual mixes for European grids and Green-e residual for USA grids. Location-based emission factors

have been sourced from DEFRA for UK grid, eGRID for USA subregion grids, IEA for other country grids, and Ecoinvent if not available from the above sources.

+ Market-based emissions globally and for the UK relating to purchased electricity within our operations (Scope 2) are as stated due to procuring an amount of renewable

electricitycertificates.

+ Data has been sourced from a combination of half-hourly readings and energy invoices. Where data was unavailable, energy consumption has been estimated for the

respectivemeterandperiod.EstimationmethodsincludeusingUSAgovernmentbenchmarkswithfloorareaandbuildingtypetocalculatetheaverageenergyusage

intensity (kWh per square foot per year) and applying to the period in question.

+ In some instances, data could not be converted to energy consumption. In FY26 this included all refrigerant gases, <1% of Scope 1 transport emissions and 6% of Scope 3

greyfleetemissions.

+ Dr. Martens appointed a third party to provide external limited assurance of the FY26 SECR disclosure, in accordance with International Standard on Assurance Engagements

(ISAE) 3410.

4c. Climate-related targets and performance

Our climate-related targets are used to monitor how identified climate-related risks and opportunities are being managed over time. These

targets provide a consistent basis for tracking progress and are set out in the table on pages 81 to 83, with further detail on performance and

related commitments included throughout this Sustainability Report.

What’s next?

Looking ahead, our focus is on strengthening the foundations for long-term resilience through the refresh of our sustainability strategy

and the continued embedding of circular services and business models across the organisation. We have also begun preparations to align

our reporting with the UK Sustainability Reporting Standards and continue to monitor developments in global sustainability disclosure

requirements. Our governance, targets and reporting processes will continue to evolve to ensure they remain appropriate for managing

climate-related risks and opportunities over the long term.

DR. MARTENS PLC ANNUAL REPORT 2026

ThissectionoftheStrategicReportservesasDr.Martens’non-financialandsustainabilityinformationstatementandhasbeenpreparedin

accordance with Sections 414CA and 414CB of the Companies Act 2006. The information required by those sections is provided within this

Annual Report by way of cross-references to the relevant sections.

Reporting

requirement

Dr. Martens supporting

statements, policies

and procedures Policy description

Where to find more

information in this report Page(s)

Business

model

N/A N/A

Business model 18 and 19

Non-financial

KPIs

N/A N/A Key performance indicators 41

Principal risks

Group risk management

processes and procedures

N/A Risk management and our principal risks 48 to 55

Environmental

matters

Supplier Environmental

Standards

Sets out our expectations for how our suppliers manage their environmental

impacts, including but not limited to energy, water, waste and chemicals.

Risk management and our principal risks 48 to 55

Stakeholder engagement and Section 172

statement: Environment and communities 46

Sustainability 58 to 76

Ourclimate-relatedfinancialdisclosures 77to86

Made In England

Environmental Policy

Sets out how our Made In England factory manages its environmental

impacts and includes its commitments.

Animal Derived

Materials Policy

Sets out the expected standards and behaviour of the relevant

departments of Dr. Martens and its suppliers, in order to respect best

practices when sourcing and using materials derived from animals.

Human rights

The DOCtrine

The Rule Book

Modern Slavery Statement

Global Human Rights Policy

Our employee code of conduct.

Our employee handbook.

N/A

This policy sets out our values and expectations in relation to respecting

and protecting the rights of our people.

Risk management and our principal risks 48 to 55

Sustainability: Operate responsibly 68 to 71

Sustainability: Governance 74 and 75

Anti-Slavery and Human

TraffickingPolicy

This policy sets out our expectations of our people and their

responsibilitiesinpreventingslaveryandhumantrafficking.

Stakeholder engagement and Section 172

statement: Environment and communities 46

Stakeholder engagement and Section 172

statement: Partners 45

Stakeholder engagement and Section 172

statement: Suppliers 45

Stakeholder engagement and Section 172

statement: Our people 46 and 47

Supplier Migrant Worker

Policy

Our Supplier Migrant Worker Policy sets out the principles to ensure that

Dr. Martens and its suppliers respect the responsible recruitment and

employment of migrant workers and to help suppliers safeguard the rights

and welfare of migrant workers in their supply chain and manage the

associated risks and responsibilities.

Supplier Code of Conduct

and Workplace Standards

The Supplier Code of Conduct and Workplace Standards sets out how

we expect our suppliers to behave as a business and gives details on how

to meet the expected standards.

Our people

The DOCtrine Our employee code of conduct. Risk management and our principal risks 48 to 55

Stakeholder engagement and Section 172

statement: Our people 46 and 47

Sustainability: Governance 74 and 75

The Rule Book Our employee handbook.

Mandatory training on key

policies

Our Code of Conduct – The DOCtrine – supported by mandatory Doctrine

Diagnostic training and subsequent relevant curriculum.

Social matters

The DOCtrine Our employee code of conduct. Stakeholder engagement and Section 172

statement: Environment and communities 46

Risk management and our principal risks 48 to 55

Volunteering Policy Our employee policy on volunteering – all full-time employees get two days

annual volunteering allowance to volunteer for a charity of their choice.

Matched Giving Policy Our employee policy for matched giving – the business will match

employeefundraisingupto£250ifitmeetsthespecificcriteria.

Anti-bribery

and corruption

compliance

The DOCtrine Our employee code of conduct. Audit and Risk Committee Report 136 to 151

Sustainability: Operate responsibly 68 to 71

Sustainability: Governance 74 and 75

Risk management and our principal risks 48 to 55

The Rule Book Our employee handbook.

Our ‘Speak Up’

Whistleblowing Policy

Our ‘Speak Up’ Policy provides guidance on raising concerns about suspected

illegalorunethicalbusinesspracticeaffectingtheCompany,itsemployees,

customers or suppliers about any aspect of the way we do business.

Anti-Bribery and Corruption

Policy

Our Anti-Bribery and Corruption Policy sets out our expectations, and the

mandatory requirements, of our people in respect of bribery, corruption

and gifts and hospitality-related matters.

Supplier Anti-Bribery and

Corruption Policy

Our Supplier Anti-Bribery and Corruption Policy sets out the mandatory

requirements for those doing business with Dr. Martens.

Third Party Due Diligence

Procedures

Our Third Party Due Diligence procedures ensure a due diligence process

is conducted prior to engaging third parties by our people.

Global Sanctions

Compliance Policy

Our Global Sanctions Compliance Policy sets out the expectations and

requirements for compliance with sanctions laws when dealing with third

parties, and working in global countries and territories.

1 Following the amendment of sections 414C, 414CA and 414CB of The Companies Act 2006 by The Companies (Strategic Report) (Climate-related Financial Disclosure)

Regulations 2022, our alignment with the new disclosure requirements is covered on page 77 of our TCFD Report in the index table.

On behalf of the Board

IJE NWOKORIE

CHIEF EXECUTIVE OFFICER

19 MAY 2026

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

STRATEGIC REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Governance

90–151

DR. MARTENS PLC ANNUAL REPORT 2026

90 Governance at a glance

92 Chair’s introduction to governance

96 Board of Directors

100 Governance Report

104 Our stakeholders

108 Our culture

112 Nomination Committee Report

120 Remuneration Committee Report

123 Remuneration Report

136 Audit and Risk Committee Report

147 Directors’ Report

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

0-3 years

Andrew Harrison, Giles Wilson,

Robert Hanson and Benoit Vauchy

3-6 years

Robyn Perriss, Lynne Weedall,

Ian Rogers and Ije Nwokorie

6+ years

Paul Mason, Tara Alhadeff

0-3 years

Katherine Bellau, Graham Calder,

Bridget Jolliffe, Ije Nwokorie,

Giles Wilson, Mike Stopforth,

Paul Zadoff and Carla Murphy

3-6 years

Derek Chan

6+ years

Geert Peeters and Erik Zambon

Male (46 employees)

Female (35 employees)

Prefer not to say

(1 employee)

At a glance

LISTING RULES DIVERSITY DISCLOSURES

The following section summarises the tenure and demographic

composition of the Board and the Global Leadership Team (GLT),

which was the Company’s most senior leadership team during FY26.

In accordance with Listing Rule 6.6.6(10), the data sets out

the gender and ethnic diversity of the Board and the GLT as

at 29 March 2026, based on voluntary and anonymous

self-identification, in line with Listing Rule 6.6.6(11).

Further information on Board composition, tenure, independence

and diversity targets under Listing Rule 6.6.6(9) is included in the

Nomination Committee Report on page 113.

Board tenure as at 29 March 2026

GLT tenure as at 29 March 2026 Gender identity of senior management

as at 29 March 2026

GOVERNANCE AT A GLANCE

Board skills and experience

Brand/

consumer Financial Retail

Omni-

channel /

Digital PLC International

Seasoned

GM Independent?

Board

scheduled

Board

ad hoc

Audit

and Risk

Committee

Remuneration

Committee

Nomination

Committee

Paul

Mason

6/6 2/2 5/5

Ije

Nwokorie

N/A

6/6 2/2

Giles

Wilson

N/A

6/6 2/2

Tara

Alhadeff

6/6 2/2 5/5

Ian

Rogers

5/6

2/2 5/5

Robyn

Perriss

6/6 2/2 5/5 4/4 5/5

Lynne

Weedall

6/6 2/2 5/5 4/4 5/5

Andrew

Harrison

6/6 2/2 5/5 4/4 5/5

Benoit

Vauchy

6/6 1/2

Robert

Hanson

5/6

1/2

4/5

Succession

planning

focus

Attendance at meetings held during FY26

31 March 2025 – 29 March 2026

Number attended/max number could have attended:

1. Comprises GLT direct reports that are not already captured in GLT or Board data on

thesepages.Confirmationofgenderidentitywasprovidedonavoluntarybasis.

2. Senior executive or board roles with leadership responsibility outside the UK.

3. Did not attend the meeting held on 23 October 2025 due to other business commitments.

4. Did not attend the meeting held on 3 September 2025 due to other

business commitments.

5. Did not attend the Board and Nomination Committee meetings held

on 22 January 2026 due to personal circumstances.

DR. MARTENS PLC ANNUAL REPORT 2026

Reporting table on ethnic background of the Board and the GLT as at 29 March 2026

The Board The GLT

Number of

Board

members

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number of

Executive

Directors

Percentage of

Executive

Directors Whole Board

Number of

GLT members

Men 7 3 2 100% 70% 8

Women 3 1 0 0% 30% 3

Not specified/prefer

not to say

0 0 0 0% 0% 0

Reporting table on gender identity of the Board and the GLT as at 29 March 2026

Number of

Board

members

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number of

Executive

Directors

Percentage of

Executive

Directors Whole Board

Number of

GLT members

White British or

other White

(including minority-

white groups)

9 3 1 50% 90% 8

Black/African/

Caribbean/

Black British

1 1 1 50% 10% 1

Other ethnic group,

including Arab

0 0 0 0% 0% 0

Asian/Asian British 0 0 0 0% 0% 1

Mixed/Multiple

Ethnic Groups

0 0 0 0% 0% 0

Not specified/

prefer not to say

0 0 0 0% 0% 1

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

through change

CHAIR’S INTRODUCTION TO GOVERNANCE

PAUL MASON

Chair

Supporting delivery

DR. MARTENS PLC ANNUAL REPORT 2026

Dear shareholders,

I am pleased to introduce and present the Board’s Governance Report

for the financial period ended 29 March 2026.

This report provides insight into how the Board approached its

role during the year, highlighting where we focused our time and

judgement, and signposting where further detail can be found

elsewhere in the Annual Report.

This year, a key priority for the Board was ensuring that governance

worked effectively for the business; providing a solid framework that

supported delivery of the new strategy and operating model, rather than

adding process for its own sake. With the Board entering the new year

augmented by the additional capabilities brought by the Non-Executive

appointments made in late FY25, we were able to focus more clearly

on how our time, conversations and decisions best supported delivery

ofstrategy,whilekeepinglonger-termBoardsuccessionfirmlyinview.

BOARD ACTIVITIES IN FY26

A significant area of focus for the Board during the year was its

oversight of major organisational change as we implemented our

new operating model. The Board’s role was to challenge and test the

rationale for change, to understand the key risks and implications, and

to ensure that appropriate governance and assurance were in place to

support the Executive Team in delivering this complex yet necessary

evolution for the business. The Board directed its challenge towards

pace and accountability, and towards understanding how the

changes would be experienced across the organisation.

Alongsidethis,theBoardcontinuedtoreflectonitsowneffectiveness

and capability, supported the induction and embedding of our new

Non-Executive Directors and engaged with key stakeholders,

particularly employees, to inform our wider oversight and stewardship

during the year.

Further details on the Board’s activities during the year

Board activities p.100

BOARD EFFECTIVENESS AND CAPABILITY

The external Board Effectiveness Review we undertook in FY25

provided an important reference point as we entered the year.

That review confirmed that the Board was functioning well overall,

while also identifying opportunities to further sharpen how we apply

our collective experience. Our most recent Effectiveness Review,

ongoing as at the date of this Annual Report, has provided further

opportunity to reflect on how our skills, experience and ways of

working need to continue to develop to support the business.

More information on the FY26 process can be found in the

Nomination Committee Report p.118

Culture and Board oversight

As custodians of the Dr. Martens brand and values, the Board

recognises its responsibility for setting the tone from the top

and for ensuring that the culture of Dr. Martens supports the

long-term success of the business. During FY26, cultural

considerations were not carved out as an isolated area of Board

activity, but were taken into account as an integral part of the

Board’s wider oversight of the organisational changes underway.

The Board considered culture as an important lens through which

to assess how the change process was being implemented and

experienced across the organisation. Leadership engagement

initiatives and listening activity, together with updates provided

through Board and Committee reporting, informed Board

discussion and challenge where appropriate.

More information about the Dr. Martens culture and the mechanisms in place

for the Board to monitor, oversee and embed it are set out on p.108

BOARD COMPOSITION AND INDUCTION

Ensuring our two newest Non-Executive Directors, Robert Hanson

and Benoit Vauchy, received a high-quality induction earlier in the

year was an important area of focus, both for the Board and the

wider senior leadership team. Time was invested in ensuring that

they were able to develop a strong understanding of the business,

its culture and its strategic priorities, and to contribute effectively

to Board discussion and challenge.

Their experience and perspectives have already added depth to

Board debate, and the Board has benefited from the additional

capacity and capability they bring. Ensuring that all new Directors are

able to contribute with confidence and supported in understanding

the business remains an important element of Board effectiveness.

More information on Director appointments and induction processes is available in the

Nomination Committee Report p.115

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

PLC BOARD

EXECUTIVE TEAM

EXECUTIVE DIRECTORS

COMPANY

SECRETARY

Dr. Martens Board and senior leadership structure

PLC BOARD

Ije Nwokorie, Chief Executive Officer

Giles Wilson, Chief Financial Officer

Paul Mason, Chair

Lynne Weedall, Senior Independent Director

Robyn Perriss, Independent Non-Executive Director

Ian Rogers, Independent Non-Executive Director

Tara Alhadeff, Non-Independent Non-Executive Director

Andrew Harrison, Independent Non-Executive Director

Robert Hanson, Independent Non-Executive Director

Benoit Vauchy, Non-Independent Non-Executive Director

EXECUTIVE DIRECTORS

Ije Nwokorie, Chief Executive Officer

Giles Wilson, Chief Financial Officer

COMPANY SECRETARY

Katherine Bellau, Company Secretary

EXECUTIVE TEAM

Membership of the Executive Team is listed on p.31

Details of the role of the Board at Dr. Martens and the division

of responsibilities between key Board roles can be found at on

p.102 and at drmartensplc.com

ENGAGEMENT WITH STAKEHOLDERS AND OUR PEOPLE

Engagement with key stakeholder groups remained an important part

of the Board’s approach to governance during the year. Effective

oversight depends not only on the quality of information presented

in the boardroom, but also on understanding how decisions are

experienced by those affected by them. This includes regular

engagement with key stakeholders through formal reporting and

management-led engagement activity, as well as continued focus on

the views and experiences of our people. To highlight one example of

this approach in action, the Board has looked to increase its exposure

to the Group’s substantial pool of senior leadership and functional

talent over time, with more of them joining Board meetings to share

perspectives and lead on presentations, where appropriate.

More information on stakeholder engagement can be found on

p.104

The role of Robyn Perriss as our Employee Representative

Non-Executive Director continued to be key, providing the Board

with valuable insight into how our people experience working at

Dr. Martens. Through her feedback from her regular employee

listening sessions, the Board was able to hear directly about issues

such as accountability, pace and empowerment, and to reflect on

what that feedback told us about how matters such as the change

process and new strategy were landing. These perspectives formed

an important part of the Board’s wider consideration of engagement

and decision-making during the year.

More information on employee listening sessions can be found on

p.111

CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED

UK CORPORATE GOVERNANCE CODE 2024

The Board also continued its preparation for the revised UK

Corporate Governance Code, particularly for the ‘Provision 29’

reporting requirements which will apply to Dr. Martens from our FY27

Annual Report. Recognising that responsibility for the effectiveness

of the Company’s material controls sits squarely with the Board,

we focused during FY26 on making sure the right foundations are

in place to support that accountability. This work has been taken

forward with oversight from the Audit and Risk Committee, which

has been reviewing and strengthening the controls framework

and related assurance so that it can make a well-informed

recommendation to the Board in the year ahead, when a formal

declaration will be required for the first time. The emphasis this

year has therefore been on building confidence in the underlying

framework, rather than on the declaration itself.

More information on Provision 29 preparations can be found in the

Audit and Risk Committee Report p.137

A FINAL NOTE OF THANKS

Overall, FY26 was a demanding year for colleagues across

Dr. Martens, and I remain grateful to my fellow Board members for

their support and expertise, and to colleagues across the business

for their commitment, resilience and openness throughout the year.

Importantly, we have used this period to make meaningful changes

and to strengthen the governance foundations that underpin our new

strategy and operating model. While we recognise there is more to

do, we end the year better equipped and with greater confidence as

we look ahead to our next phase of growth and delivery.

PAUL MASON

CHAIR

19 MAY 2026

DR. MARTENS PLC ANNUAL REPORT 2026

UK CORPORATE GOVERNANCE CODE 2024 COMPLIANCE

In FY26, the Company completed its annual review of governance arrangements against the UK Corporate Governance Code 2024. As the

2024 Code applied to the Company from the financial year beginning in April 2025, this Annual Report represents the first year of reporting

against the updated framework.

For the period ended 29 March 2026, the Board confirms that the Company has applied all relevant Principles and complied with the

Provisions of the 2024 Code throughout FY26. Further insight into the Board’s assessment of the independence of the Board Chair,

Paul Mason, and the Non-Executive Directors, including Tara Alhadeff and Benoit Vauchy, is set out on pages 116 and 117.

During FY26, the Company continued to develop and refine its governance reporting to reflect the enhanced expectations of the 2024 Code,

including its greater emphasis on the outcomes of Board decisions, the embedding of culture and enhanced transparency around internal

control arrangements. The Board and its Committees have supported this transition to ensure that the Company’s disclosures remain clear,

transparent and aligned with best practice as the updated Code took effect.

The Company’s approach to applying the Principles of the Code is demonstrated across this Annual Report, with references to each

Principle provided in the table below. A detailed explanation of the Company’s compliance with the Code is available in the Governance

section of www.drmartensplc.com, and the full text of the UK Corporate Governance Code 2024 can be accessed on the Financial Reporting

Council’s website at www.frc.org.uk.

LOCATION OF INFORMATION AND RELEVANT PRINCIPLE(S)

PRINCIPLE SUMMARY GOVERNANCE REPORT: STRATEGIC REPORT:

BOARD LEADERSHIP AND COMPANY PURPOSE

A Board leadership and

decision outcomes

Governance framework p.102 and 103: A, C

Board activities p.100 and 101: A, D

Our stakeholders p.104 to 105: D, E

Our culture p.108 to 109: B

Nomination Committee Report p.112 to 119: B

Chair’s Statement p.08 and 09: A, B, D

Sustainability Report p.58 to 76: A, D, E

Stakeholder engagement p.42 to 47: D, E

Business model p.18 and 19: A, B

Strategy p.20 and 21: A, B

Our People p.46 and 47: B, E

Risk management p.48 to 55: C

B Purpose, values and

embedded culture

C Governance framework

and controls effectiveness

D Stakeholder engagement

and decision impact

E Workforce policies, culture

and practices

DIVISION OF RESPONSIBILITIES

F Role of the Chair Board of Directors p.96 to 99: F, G, K

Delegating responsibilities p.102 and 103: F,

G, H, I

Nomination Committee Report p.112 to 119: H, I

Audit and Risk Committee Report p.136 to 146:

F, G

Chair’s Statement p.08 and 09: F

CEO review p.12 to 17: G

G Independence and division

of leadership responsibilities

H Non-Executive Director role

and time commitment

I Board policies, processes

and quality explanations

COMPOSITION, SUCCESSION AND BOARD PERFORMANCE

J Succession, diversity policy

and initiatives

Chair’s introduction to governance p.92 to 95:

Board of Directors p.96 to 99: K

Nomination Committee Report p.112 to 119:

J, K, L

Chair’s Statement p.08 and 09: J, K

CEO review p.12 to 17: J, K

K Board skills, experience

and knowledge

L Board performance review

AUDIT, RISK AND INTERNAL CONTROL

M Audit oversight Audit and Risk Committee Report p.136 to 146:

M, N, O

Risk management p.48 to 55: O

Viability assessment and going concern

p.56 and 57: O

N Fair, balanced and

understandable reporting

O Risk management and internal

controls declaration

REMUNERATION

P Remuneration aligned to

purpose and values

Remuneration Report p.123 to 135: P, Q, R

Remuneration Policy p.124: Q

Stakeholder engagement p.42 to 47: P

Measuring our performance p.40 and

41: P

Sustainability Report p.58 to 76: P

Q Policy development including

malus and clawback

R Remuneration outcomes and

application of judgement

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

The Board’s primary

responsibility is to

lead the Company

to deliver sustainable,

profitable growth

globally and promote

its long-term success.

It sets a clear tone from the top by

providing entrepreneurial leadership

of the business and acting as

custodian of the Dr. Martens brand.

Ije Nwokorie

Chief Executive Officer

Appointed: January 2025

Paul Mason

Chair

Appointed: September 2015

EXPERIENCE:

Paul has had a long and varied career in the

retail and consumer brand sectors, having

held senior leadership roles across a number

of well-known businesses. He served as

Chief Executive Officer of Somerfield plc,

where he led the restructuring of the

company prior to its sale to the Co-op in

2009. Paul has also held roles as European

PresidentofLeviStrauss&CoandasChief

Executive Officer of both Asda and Matalan.

Over the past 15 years, he has chaired six

consumer businesses, including New Look,

Mayborn (Tommee Tippee), Radley and

Cath Kidston.

HOW PAUL SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

Paul brings a deep understanding of

Dr. Martens, developed through his tenure

as Chair during the Company’s transition

from a private to a listed business. His

breadth of experience enables him to bring

strategic and operational insight, together

with constructive challenge, to the Board’s

deliberations and decision-making. Paul’s

focus on collaboration and transparency

has strengthened the quality of Board

discussions and engagement with

stakeholders. His leadership provides

stability and continuity as the Company

transitions to a new operating model

and progresses delivery of its strategy.

EXPERIENCE:

Ije brings extensive expertise in building

and leading global consumer brands.

He previously served as a Non-Executive

Director on the Board of Dr. Martens plc for

three years, providing strategic oversight

before joining the senior leadership team.

He subsequently held the role of Chief Brand

Officer,wherehebroughttogetherMarketing,

Product, Sustainability and Strategy to help

shape the brand’s overarching direction.

Prior to Dr. Martens, Ije was a Senior

Director at Apple Retail, where he focused

on strengthening customer connection to

the Apple brand. He also served as Chief

Executive Officer of Wolff Olins, leading its

global offices and supporting organisations

in developing their brands for the digital era.

HOW IJE SUPPORTS THE COMPANY’S

STRATEGY AND LONG-TERM SUCCESS:

AsChiefExecutiveOfficer,Ijeisresponsible

for setting and executing the Company’s

strategy and leading the delivery of

sustainable long-term growth. He draws on

his experience across global, brand-led and

operationally complex businesses to drive

performance, maintain strategic focus and

promoteeffectiveexecutionacrosstheGroup.

His understanding of cultural trends, market

dynamicsandorganisationaleffectiveness

supports strong cross-functional alignment

and enables the business to remain agile in

a competitive environment.

OTHER APPOINTMENTS:

Trustee of Water U.K. (Charity Global

(UK) Limited).

BOARD OF DIRECTORS

Meet the Board

DR. MARTENS PLC ANNUAL REPORT 2026

Giles Wilson

Chief Financial Officer

Appointed: May 2024

EXPERIENCE:

Giles brings extensive experience in

financial markets and senior executive

leadership, including roles within publicly

listed companies. He joined Dr. Martens

fromWilliamGrant&SonsLimited,aglobal

spirits business, and previously served as

Chief Financial Officer and later Chief

ExecutiveOfficerofJohnMenziesplc.Giles

has also held senior roles at Commercial

Estates Group and Gallaher Group plc,

where he gained broad experience across

operational management and branded

consumer goods.

HOW GILES SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

Giles plays a central role in supporting the

delivery of Dr. Martens’ strategy through

strong financial leadership and disciplined

execution. His experience across branded

goods businesses and listed environments

enables him to provide the Board with robust

technical insight while ensuring effective

engagement with regulatory and investor

stakeholders. Through his leadership of the

Global Finance Team, Giles continues to

strengthen financial processes and controls,

supporting sustainable growth, resilience

and the Company’s long-term success.

COMMITTEE MEMBERSHIP

Audit and Risk

Nomination

Remuneration

Disclosure

Employee Representative Director Chair

Lynne Weedall

Senior Independent Director

Appointed: January 2021

Robyn Perriss

Independent Non-Executive Director

Appointed: January 2021

EXPERIENCE:

Lynne’s career spans over three decades,

during which she has held a range of

executive and non-executive roles across

UK public and private companies. She

served as Group HR Director at Selfridges

Group, Carphone Warehouse plc and Dixons

Carphone plc, where she played a key role

in supporting merger integration. Lynne has

also served as a Non-Executive Director and

as Chair of the Remuneration Committees at

Greene King plc, William Hill plc and Treatt

plc. Earlier in her career, she held senior

roles at Whitbread plc, Bupa and Tesco plc.

HOW LYNNE SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

As Chair of the Nomination and Remuneration

Committees and Senior Independent Director,

Lynne provides thoughtful leadership and

independent challenge to the Board. Her

people-focused approach supports effective

succession planning, Board composition

and the alignment of remuneration with the

Company’s long-term strategy. Through

her focus on diversity, transparency and

engagement, including workforce engagement

on remuneration matters, Lynne contributes

to building trust and constructive dialogue

across the business. Her ability to offer

practical insight and fresh perspective

supports effective decision-making at

both Board and Committee level.

OTHER APPOINTMENTS:

Non-Executive Director and Chair of the

Remuneration Committee and Nomination

Committee of Softcat plc, Non-Executive

Director and Chair of the Remuneration

Committee of Greggs plc and Stagecoach

Ltd, Trustee of The King’s Trust.

EXPERIENCE:

Robyn combines deep financial and

governance expertise with extensive

experience across the technology and media

sectors. Prior to joining Dr. Martens, she held

seniorfinancerolesatAutoTrader,including

Group Financial Controller, and later at

Rightmove plc, a FTSE 100 company, where

she served as Finance Director. During her

tenure at Rightmove, Robyn played a key role

in supporting strategic growth, strengthening

governance frameworks and navigating digital

transformation in a high-growth environment.

HOW ROBYN SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

As Chair of the Audit and Risk Committee,

Robyn provides strong oversight of risk

management, internal controls and assurance,

supporting effective decision-making by

theBoard.Herfinancialexpertiseandcapital

markets experience contribute to robust

governance,disciplinedfinancialoversight

and effective engagement with investors

and regulators.

In her role as Employee Representative

Non-Executive Director, Robyn engages with

employees across the business to support

open communication and constructive

dialogue. She is also valued as a trusted mentor

toseniorleaders,offeringguidanceandinsight

that supports capability development and

long-term organisational effectiveness.

OTHER APPOINTMENTS:

Non-Executive Director and Chair of the Audit

Committee and the ESG Committee of Softcat

plc, Non-Executive Director and Chair of the

Audit Committee of Huel Ltd, Non-Executive

Director and Chair of the Audit Committee at

Domino’s Pizza Group Plc.

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

Andrew Harrison

Independent Non-Executive Director

Appointed: May 2023

Tara Alhadeff

Non-Independent Non-Executive Director

Appointed: May 2015

EXPERIENCE:

Tara has been a Partner at Permira, a global

investment firm, for a number of years,

focusing on brand investments in the

consumer sector. During her time at Permira,

she has worked closely with a range of

brands, retailers and consumer internet

businesses and has been involved in a

number of significant transactions, including

Permira’s acquisition of Dr. Martens. Tara

joined the Dr. Martens Board in May 2015

and transitioned to her current role as

Non-Independent Non-Executive Director

in January 2021. Earlier in her career, she

gained experience in investment banking

at Morgan Stanley.

HOW TARA SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

As the Board’s longest-serving Director,

Tara brings continuity and deep corporate

knowledge, having supported the Company

through its transition from private ownership

to a publicly listed business. Her experience

across the consumer sector and

international markets supports informed

Board discussion and decision-making.

Taracontributesfinancialandtransactional

insight and works collaboratively with fellow

Directors, providing constructive input

on strategic and governance matters.

In addition, her role supports effective

engagement between the Company and

the Permira funds, helping to maintain

alignment with a key shareholder.

OTHER APPOINTMENTS:

Partner at Permira Advisers LLP,

Non-Executive Director at Golden Goose.

EXPERIENCE:

Andrew has over three decades of

leadership experience in the consumer

sector. He spent a significant period at

Carphone Warehouse, where he served as

Chief Executive and later as Chair, leading

the company’s international expansion and

growth. He also led the merger with Dixons

in 2014 and subsequently served as Deputy

Chief Executive of the combined group.

Andrew is currently a Partner at Freston

Ventures, a consumer-focused investment

firm across multiple brands and industries.

In addition, he serves as Senior Independent

Director at Ocado Group plc, where he

chairs the Remuneration Committee and

acts as the Non-Executive Director with

responsibility for workforce engagement.

HOW ANDREW SUPPORTS THE

COMPANY’S STRATEGY AND

LONG-TERM SUCCESS:

Andrew brings extensive commercial

and listed-company experience to the

Board, supporting informed discussion

and constructive challenge. His background

in consumer businesses and corporate

leadership provides valuable perspective as

the Board considers strategic priorities and

long-term value creation. Andrew’s approach

supports balanced decision-making and

effective engagement with management,

while his insight into market dynamics and

industry developments contributes to the

Board’s oversight of growth opportunities.

OTHER APPOINTMENTS:

Senior Independent Director at Ocado Group

plc, Chair at Strike Limited, Designated

Member of Freston Ventures Investments

LLP, Chair of Trustees at The Mix, Chair of

Trustees at Mental Health Innovations and

Give us a Shout Ltd.

COMMITTEE MEMBERSHIP

Audit and Risk

Nomination

Remuneration

Disclosure

Employee Representative Director Chair

BOARD OF DIRECTORS CONTINUED

D A

Ian Rogers

Independent Non-Executive Director

Appointed: January 2021

EXPERIENCE:

Ian has built a diverse career spanning

digital innovation, luxury retail and consumer

technology. Since 2020, he has served as

Chief Experience Officer and now Chief

Human Agency Officer at Ledger, overseeing

the company’s AI transformation and its

Ledger for Agents initiative, which brings

hardware-grade governance to autonomous

systems operating with real assets and real

consequences. He was previously Chief

Digital Officer at LVMH. Earlier in his career,

Ian held senior leadership positions

including Chief Executive Officer of Beats

Music and President and Chief Technology

Officer at Mediacode. He also played a role

in the early development of music-related

digital platforms such as Apple Music

and Winamp.

HOW IAN SUPPORTS THE COMPANY’S

STRATEGY AND LONG-TERM SUCCESS:

Ian brings a valuable external perspective

to the Board through his expertise in digital

innovation, retail and consumer culture.

His understanding of cultural shifts, artificial

intelligence and evolving consumer

behaviour supports informed discussion

and constructive challenge as the Board

considers the Company’s strategic direction.

Ian’s experience of digital transformation,

together with his insight into the US market,

provides the Board with relevant

perspectives and industry connections that

support long-term growth and innovation.

OTHER APPOINTMENTS:

Chief Human Agency Officer at Ledger.

DR. MARTENS PLC ANNUAL REPORT 2026

Benoit Vauchy

Non-Independent Non-Executive Director

Appointed: March 2025

EXPERIENCE:

Benoit is a Partner at Permira, where he plays

a senior role across a number of firm-wide

committees, including the Investment,

Executive and Firm Operations Committees,

as well as the Buyout Funds’ Portfolio Review

Committee. He also serves on the boards of

Permira Holdings Limited and other portfolio

companies. Since joining Permira in 2006,

Benoit has worked on a wide range of

transactions across multiple sectors,

includingAcromas(TheAA&Saga),

eDreams ODIGEO, Exclusive Group,

Freescale Semiconductor, Iglo Group, NDS,

Synamedia and Vacanceselect. Prior to

joining Permira, Benoit spent six years at

JPMorgan in London and Frankfurt, arranging

leveraged finance transactions, and earlier

worked in the Media, Telecom and Leveraged

Finance teams at Paribas in Frankfurt.

HOW BENOIT SUPPORTS

THE COMPANY’S STRATEGY

AND LONG-TERM SUCCESS:

Benoit brings financial and transactional

expertise, together with experience of

global markets, to support informed Board

discussion and decision-making. His

background in complex transactions and

international businesses provides valuable

perspective as the Board considers strategic

priorities and capital allocation. As a

Permira-nominated Non-Executive Director,

Benoit also supports effective engagement

with a key shareholder, contributing

constructively to Board and Committee

discussions with a questioning and

analytical approach.

OTHER APPOINTMENTS:

Partner at Permira Advisers LLP and Director

at Permira Investment Platform Limited, Board

Member of Lowell, Simon Midco Limited,

Wiltonpost Property Management Limited

and Universidad Europea, Board and Audit

Committee Member of eDreams ODIGEO.

Robert Hanson

Independent Non-Executive Director

Appointed: March 2025

Katherine Bellau

Company Secretary

Appointed: June 2024

EXPERIENCE:

Robert is an experienced executive and

board member with a strong background in

building and transforming consumer brands.

He is currently Chief Executive Officer of

The Duckhorn Portfolio, where he leads the

development of a luxury wine business with

a focus on brand strength and long-term

growth. Most recently, Robert served as EVP

and President of Constellation Brands’ Wine

&SpiritsDivision,whereherepositioned

the portfolio towards premium brands and

expanded global distribution. Earlier in his

career, Robert held senior leadership roles

atLeviStrauss&Co,includingPresident,

andhasservedasChiefExecutiveOfficerof

American Eagle Outfitters and John Hardy.

He has also held non-executive board roles

at Canopy Growth, Urban Outfitters and

Constellation Brands.

HOW ROBERT SUPPORTS

THE COMPANY’S STRATEGY

AND LONG-TERM SUCCESS:

Robert brings deep experience in brand-

led businesses, multichannel strategies

and business transformation to the Board,

supporting informed discussion and

constructive challenge. His leadership

experience across consumer-focused

organisations, particularly in the US market,

provides valuable perspective as the Board

considers growth priorities and go-to-market

strategies. Robert contributes insight on

brand positioning, portfolio management

and organisational change, supporting

effective decision-making and the

Company’s long-term success.

OTHER APPOINTMENTS:

Chief Executive Officer of The Duckhorn

Portfolio, Principal at Robert L Hanson.

EXPERIENCE:

Katherine is a seasoned General

Counsel and Company Secretary, and

a member of the Executive Team, with

broad legal and governance expertise

spanning the consumer, technology

andfinancialservicessectors.She

previously served as General Counsel

at MoneySavingExpert.com, where she

oversaw its sale to Moneysupermarket

Group plc, and subsequently as

General Counsel and Company

Secretary at Moneysupermarket Group

plc. Katherine has also held the role

ofChiefLegalOfficerataprivate

equity-backed insurance group.

Katherine began her legal career at

DLA Piper as an Intellectual Property

lawyer, including a secondment to

Virgin. She holds a law degree from

the University of Manchester, a

postgraduate diploma in Commercial

Intellectual Property and has lectured

at The University of Law.

D D

GOVERNANCE REPORT

DR. MARTENS PLC ANNUAL REPORT 2026

GOVERNANCE REPORT

Board

activities

The following pages provide an overview

of the Board’s activity during FY26,

setting out the key matters it considered

and the principal topics discussed at its

meetings throughout the year.

BOARD CADENCE

Purpose of meetings:

Board meetings provide the principal

forum through which the Board sets the

Company’s strategic direction, oversees

performance and ensures effective

governance. During FY26, the Board

placed increased emphasis on

outcomes and decision-making at

appropriate points in the business cycle,

in line with the expectations of the

2024 UK Corporate Governance Code.

Process:

+ Meetings are scheduled through

a forward planner approved by the

Board and are actively reviewed

during the year to improve

sequencing and focus

+ The calendar is refined to protect

time for priority strategic discussions,

including targeted deep-dive

sessions, while maintaining effective

oversight of routine governance,

financial and operational matters

+ The Company Secretary prepares

draft agendas for discussion with the

Chair, drawing on input from the CEO

and CFO to ensure alignment with

business priorities and upcoming

decision points

Content:

+ Standing items include updates

from the CEO and CFO, performance

against budget and forecast,

governance and regulatory matters,

and matters reserved for the Board

+ The Board schedules detailed

‘deep-dive’ sessions from senior

leaders on priority growth levers,

strategic initiatives and emerging

risks, timed to inform subsequent

decisions and direction

Outputs:

+ The Board provides challenge and

constructive guidance on strategic

priorities, capital allocation and

operational focus

+ Decisions are informed by

considerations of financial discipline,

risk management and long-term

value creation

+ Management receives feedback and

direction to progress agreed actions

arising from Board discussions

+ Approved the FY26 Budget and updated

five-year plan projections, including

additional contingency planning

+ Reviewed early FY26 trading and key

execution priorities, including the

operating model direction and approach

to discounting

+ Discussed tariff planning and mitigation

options as part of FY26 delivery planning

+ Considered internal control effectiveness

and agreed with the Audit and Risk

Committee’s assessment that risk

management and internal control systems

remained effective

+ Reviewed the near-final FY25 Annual

Report and Accounts and approved it in

principle, with final non-material

amendments and publication delegated

to the Market Disclosure Committee

+ Agreed the approach to the FY25 AGM,

approved the final dividend proposal, and

reviewed the FY25 results and strategy

update announcement materials

April to

June 2025

APRIL 2025

EVENTS ADDITIONAL CALLS

GLT

Strategy day

MAY 2025

MEETINGS

JUNE 2025

EVENTS ANNOUNCEMENTS

Investor

roadshows

(FY25 results)

FY25 results and

strategy update

FY25 Annual

Report publication

MEETINGS

BOARD AND COMMITTEES

Board

Remuneration Committee

Audit and Risk Committee

Nomination Committee

OTHER CALENDAR EVENTS

AGM

Annual General Meeting

GLT

Global Leadership Team*

(*the Company’s senior leadership team

during FY26)

Director attended events

and other key dates

Employee Listening Group(s)

Market announcements

100

DR. MARTENS PLC ANNUAL REPORT 2026

+ Undertook deep-dive reviews of UK retail

performance and the Americas DTC

business to assess trading dynamics

and the impact of operational initiatives,

informing expectations for performance

improvement and management focus

+ Considered the outcomes of the external

Board Effectiveness Review, including

follow-up actions to strengthen Board

focus and ways of working

+ Approved changes to the Group’s cyber

insurance arrangements, reflecting the

evolving risk environment

+ Considered insights from market visits by

the CEO and CFO to Japan, South Korea,

China and Hong Kong, supporting

discussion on regional performance,

consumer trends and growth opportunities

+ Considered insights from an investor

relations roadshow in the USA, informing

the Board’s understanding of investor

perspectives

July to

September 2025

+ Reviewed and approved the H1 FY26

results statement and interim dividend

alongside a detailed assessment of

trading performance and priorities for

the second half of the year, delegating

final approval to the Market Disclosure

Committee

+ Considered updates to the Five-Year Plan

and progress on the operating model

programme, including implications

for execution, accountability and ways

of working

+ Held deep-dive sessions on consumer

and brand priorities (including the

Chief Brand Officer’s first-100-days

reflections) and on the sustainability

and circularity strategy

+ Reviewed and agreed the forward planner

and calendar of meetings for 2026–27

+ Approved key governance and

corporate matters, including the office

relocation project

October to

December 2025

+ Reviewed the Q3 FY26 Trading Statement

+ Held deep-dive sessions on programme

delivery and the operating model

transformation, focusing on accountability,

execution and delivery controls

+ Reviewed and approved supply chain and

distribution proposals reserved for Board

decision, including carrier and distribution

centre arrangements

+ Considered insights from site visits by the

CEO and CFO to manufacturing facilities

and suppliers in Vietnam, and a visit to the

Global Technology Centre (GTC) in India,

supporting oversight of operational

capability, supplier relationships and

long-term infrastructure investment

+ Held a Board strategy day focused on the

next phase of the growth plan, including

deep-dives on product and marketing,

ecommerce redesign, retail strategy,

key wholesale accounts and the General

Manager model

January to

March 2026

JULY 2025

EVENTS ANNOUNCEMENTS

Executive Director

visit to APAC

(Japan, South

Korea,China&

Hong Kong )

GLT

Strategy day

AGM trading

update,

AGM result

MEETINGS ADDITIONAL CALLS

AGM

N N

AUGUST 2025

To the extent possible, August is kept clear

to give our teams time to rest and recharge.

Oversight via internal Committees and

updates continued

SEPTEMBER 2025

EVENTS ADDITIONAL CALLS

Investor

roadshows

(New York, Boston

&Toronto)

MEETINGS

OCTOBER 2025

EVENTS MEETINGS

GLT

Strategy day

NOVEMBER 2025

EVENTS ANNOUNCEMENTS

Employee

Listening Groups

Brewer Street

investor breakfast

FY26 half-year

results

MEETINGS

DECEMBER 2025

EVENTS

Employee

Listening Group

JANUARY 2026

EVENTS ANNOUNCEMENTS

Q3 trading

update

shareholder

meetings (UK)

Q3 FY26 trading

update

MEETINGS

FEBRUARY 2026

EVENTS

Executive Director visit to Vietnam

and India GTC

MARCH 2026

EVENTS

Board strategy day

GLT

Strategy day

Employee Listening Groups

Remuneration discussion group

with Lynne Weedall

MEETINGS

Q2 Q3 Q4

GOVERNANCE REPORT

101

DR. MARTENS PLC ANNUAL REPORT 2026

GOVERNANCE REPORT CONTINUED

Delegating

responsibilities

Our governance framework

KEY BOARD ROLES AND RESPONSIBILITIESDR. MARTENS PLC BOARD

Responsibilities of the Board:

+ Setting the Company’s purpose and strategy and

holding management to account for its delivery

+ Securing the success of the business over the

longer term for the benefit of our shareholders

and wider stakeholders

+ Ensuring that the strategy aligns with and promotes

the Dr. Martens culture and core tenets of brand

custodianship, ‘doing the right thing’, and ‘leaving

things better than we found them’

The Chair of our Board, Paul Mason, leads the

Board and ensures it fulfils its responsibilities

to the Company and its stakeholders effectively,

while promoting high standards of corporate

governance across the Group.

CEO Ije Nwokorie reports to the Chair

and to the Board and is responsible

for the executive management of the

Dr. Martens Group. All members of

the Executive Team report to the CEO.

Key responsibilities:

+ Leading the Executive Team in

managing the Group’s activities

on a day-to-day basis

+ Developing Group strategy,

plans and commercial and other

objectives with the Board

+ Leading communications

with shareholders and other

key stakeholders

+ Ensuring that timely and accurate

information is disclosed to the market

+ Setting an example to the Group’s

workforce and communicating to

them expectations in respect of the

Company’s culture

SENIOR INDEPENDENT

DIRECTOR (SID)

Key responsibilities:

+ Ensuring the Board operates effectively as a group, with strong

working relationships between members

+ Promoting a culture of open and robust debate and constructive

challenge within the boardroom

+ Ensuring the clear and effective communication of information

to shareholders and seeking regular engagement with them

CHAIR OF THE BOARD

Who are they?

The CEO and CFO.

Responsibilities:

+ Developing and implementing the Company’s

strategy and accountable for the day-to-day

management of the global business

+ All matters not specifically reserved for the

Board or the Board’s Committees and necessary

for the ongoing management of the business

EXECUTIVE DIRECTORS

Who are they?

Our seven Non-Executive Directors (five

independent, two non-independent) use their

outside expertise to support and constructively

challenge the Executive Directors and leadership

Responsibilities:

They advise on the development of Group strategy

and provide objective scrutiny of the Group’s

financial and operational performance. More

information about the independence and other

commitments of the Non-Executive Directors

can be found in the Nomination Committee Report

on page 117.

NON-EXECUTIVE DIRECTORS

Our SID, Lynne Weedall, is a

valuable sounding board for the Chair.

She provides support in the delivery

of his objectives and serves as an

intermediary for the other Directors

where needed.

Key responsibilities:

+ Leading the Chair’s performance

evaluation and overseeing his

succession plans

+ Supporting the Chair in promoting high

standards of corporate governance

+ Available as an additional contact

point for shareholders if required

CHIEF EXECUTIVE OFFICER

(CEO)

Full details of the Board’s responsibilities and terms of reference for the

principal Board Committees are available at www.drmartens.com

GOVERNANCE REPORT CONTINUED

102

DR. MARTENS PLC ANNUAL REPORT 2026

The following pages illustrate our governance framework, particularly

how the Board delegates authority and the responsibilities of each

of the key Board roles, and present the Board’s formal confirmation

of its position in relation to the tenure, independence and time

commitments of its Non-Executive Directors.

The roles and responsibilities of the Chair, Chief Executive Officer

and Senior Independent Director have been clearly defined and

divided by the Board and all Board Directors stand for (re-)election

annually at the Company’s AGM. This division of duties is defined in

writing, reviewed by the Board and published on drmartensplc.com.

A summary of the Group’s leadership structure is set out on this page.

PRINCIPAL BOARD COMMITTEES

Responsibilities: supporting the Board in meeting its technical responsibilities and offering

enhanced oversight within their specified areas of competence while adhering to high

corporate governance standards.

DELEGATION

AND OVERSIGHT:

While the Board holds

ultimate responsibility for

theeffectivemanagementof

the business, the extensive

range and breadth of its

duties and accountabilities

necessitate the delegation

of certain powers and

authorities to the principal

Board Committees, senior

leadership and other

relevant forums within the

organisation. A summary

of this framework is set

out to the right.

During FY26, responsibility for

the day-to-day management

of the business was exercised

by the Global Leadership

Team, with responsibility

transferring to the Executive

Team from 1 April 2026

following changes to the

Group’s leadership structure.

NOMINATION

COMMITTEE

REMUNERATION

COMMITTEE

AUDIT AND RISK

COMMITTEE

COMPETENCE AREAS:

Board and leadership

composition, succession

and diversity.

p. 112 to 119

COMPETENCE AREAS:

Executive and senior

leadership pay and

incentive structures.

p. 120 to 122

COMPETENCE AREAS:

Financial and narrative

reporting, risk, internal

controls, relationship

with the external auditor.

p. 136 to 146

SUPPORTING COMMITTEES

Who are they?

The Market Disclosure, Operating, Real Estate, Group Risk and Sustainability Reporting

Steering Committees.

Responsibilities:

These support the Board and business in specific areas. They operate to clearly defined terms

of reference and, in the case of the Operating and Real Estate Committees, under authority

delegated to them under the Delegation of Authority Policy. While not considered a Principal

Board Committee, all Non-Executive Directors are members of the Disclosure Committee

and at least one must be present at each of its meetings.

EXECUTIVE TEAM

Who are they?

The Group’s core team of senior leaders below

Board level, reporting into the CEO. Its membership

is provided on page 30 to 31.

Responsibilities:

+ Accountability over Markets (supported by General

Managers), Global Supply Chain, Technology,

People, Brand (comprising Product, Marketing

and Sustainability), Strategy, Finance, Legal

and Compliance

+ Executing strategy, identifying growth opportunities

and developing strategic initiatives while supporting

the Board in meeting its oversight requirements

GOVERNANCE REPORT

103

DR. MARTENS PLC ANNUAL REPORT 2026

Considering

our stakeholders

The following pages describe how the Board engages

with its key stakeholders and how those perspectives

informed the Board’s oversight, judgement and

decision-making during the year. These disclosures

should be read alongside the s.172 Statement and the

stakeholder engagement sections on pages 42 to 47

of the Strategic Report, which explain how the business

engages with stakeholders on an ongoing basis.

OUR STAKEHOLDERS

104

DR. MARTENS PLC ANNUAL REPORT 2026

STAKEHOLDER PRIORITIES

Consumers expect high-quality,

durable and innovative products,

value for money, product availability

and responsible sourcing,

alongside a compelling end-to-end

brand experience.

HOW THE BOARD ENGAGED

+ Insights from Executive Team visits

to major markets reported to the

Board, informing its understanding

of consumer behaviour, market

dynamics and the end-to-end

consumer experience

+ Updates on consumer insight

and the end-to-end consumer

experience were reported to the

Board, informing discussion

on brand development, product

innovation and the evolution

of the consumer-first strategy

+ Through the CEO and CFO’s

membership of the Real Estate

Committee, the Board received

assurance that store proposals were

assessed against consumer needs,

with approved decisions reported

to the Board

BOARD CONSIDERATION

AND OUTCOMES

+ The Board reviewed consumer

insights and market trends when

considering pricing decisions,

brand and marketing direction,

new and extended store openings,

and investment in distribution and

digital capabilities

+ Changes to the operating model,

including the appointment of General

Managers in key markets, were

approvedtostrengthenconsumer-first

execution (read more on page 29)

+ The Board approved the opening

of the first beacon store in London,

informed by its assessment of brand

positioning, consumer behaviour

and location strategy

+ The consumer-first strategy

continued to evolve, with focus on

improving channel choice, reach and

consistency of the brand experience

STAKEHOLDER PRIORITIES

Partners seek strong sell-through,

brand visibility, seamless customer

experience and long-term relationships.

HOW THE BOARD ENGAGED

+ Through Executive Directors’

participation in the Operating

Committee, proposals for new

partner relationships were escalated

to the Board for consideration

and approval where appropriate

+ The Board received regular reporting

on wholesale performance through

CFO updates

+ Insights from regional budget and

strategy reviews informed Board

oversight of partner strategy and

wholesale planning

BOARD CONSIDERATION

AND OUTCOMES

+ Capital-light, partner-led expansion

was prioritised as a core element

of the Company’s growth strategy

+ Distribution, franchise and

concession arrangements in

selected markets were approved

through matters reserved for Board

decision and recommendations

from the Operating Committee

+ Wholesale performance, partner

dynamics and order book

development were reviewed

regularly as part of the Board’s

oversight of trading

+ The role of wholesale partners

alongside direct-to-consumer

channels was considered in

maintaining an appropriate channel

mix in key markets

+ Partner strategies were assessed

in the context of disciplined growth,

including brand execution and

the management of discounting

across markets

+ Partnership decisions reflected

a focus on protecting brand

positioning while responding

to differing market conditions

PARTNERSCONSUMERS

STAKEHOLDER PRIORITIES

Shareholders expect strong and

sustainable value creation, effective

leadership, robust risk management,

clear capital allocation discipline

and transparent reporting, alongside

credible progress on ESG matters.

HOW THE BOARD ENGAGED

+ Feedback from engagement with

institutional investors was reported

to the Board, reinforcing the

importance of disciplined execution

of the new strategy, early evidence

of progress and continued balance

sheet strength, which informed the

Board’s oversight and challenge

of management during the first year

of strategy delivery

+ Movements in the share register and

share price analysis were reported to

the Board at each meeting, informing

its understanding of shareholder

sentiment and market expectations

+ Board members were available at

the AGM to engage directly with

attendees and answer questions

submitted by email in advance

or on the day of the meeting

+ Insights from post-results investor

roadshows and other ad-hoc

meetings conducted by the

Executive Directors and the

Investor Relations Team were

reported to the Board

BOARD CONSIDERATION

AND OUTCOMES

+ The Board oversaw implementation

of the first year of the new strategy,

informed by shareholder

expectations around pace,

discipline and delivery

+ The Board supported continued

strengthening of the Balance Sheet,

including net debt reduction,

reflecting shareholder priorities

on financial resilience

+ The Board maintained open dialogue

with shareholders during a period of

business and organisational change,

recognising the importance of

transparency and confidence

in leadership and strategy

OWNERS (SHAREHOLDERS)

GOVERNANCE REPORT

105

DR. MARTENS PLC ANNUAL REPORT 2026

STAKEHOLDER PRIORITIES

Suppliers value long-term

collaboration, responsible sourcing

practices, prompt payment and

certainty over future growth.

HOW THE BOARD ENGAGED

+ Alongside its reviews of business

performance, the Board received

updates on supply chain activity

during the year, including

collaboration with suppliers to

support value creation, resilience

and future growth

+ Insight from the Chief Operating

Officer informed the Board’s

assessment of supply chain

resilience and capacity to support

the long-term growth ambitions

of the business

+ The Board considered

supply-chain-related proposals

during the year, including

those relating to logistics and

distribution arrangements

+ Audit and Risk Committee

consideration of relevant risk,

resilience and tariff-related

matters supported Board oversight

of supply-chain-related risks

BOARD CONSIDERATION

AND OUTCOMES

+ Supply chain insights informed

the Board’s oversight of the

implementation of strategic

priorities and the operating model,

particularly in relation to resilience

and scalability

+ Audit and Risk Committee oversight

of supply chain and logistics risks,

including resilience and

concentration considerations,

supported the Board’s

understanding of principal risks

and related mitigations

+ Carrier pricing and key logistics

relationships were reviewed and

approved through matters reserved

for Board decision

+ Supplier and logistics arrangements

were considered in the context of

maintaining continuity of operations

and service levels

+ The Board supported a strategic

direction towards greater

diversification in sourcing and

manufacturing, reflecting a focus

on resilience and risk reduction

STAKEHOLDER PRIORITIES

Stakeholders expect Dr. Martens

to lead with transparency, drive

engagement and address its most

significant environmental and social

impacts, such as: advancing

circularity, adopting lower-impact

materials, decarbonising operations,

protecting human rights and delivering

positive social value.

HOW THE BOARD ENGAGED

+ The Board received updates on

the development of a circularity-first

sustainability strategy, focusing on

alignment with the Company’s wider

strategic priorities and risk profile

+ Sustainability considerations were

integrated into the Board’s forward

agenda planner and brand-focused

deep-dives, supporting regular and

structured Board engagement on

environmental and social matters

+ The Remuneration Committee

approved and monitored the

circularity strategic measure within

the FY26 Global Bonus Scheme

+ The Audit and Risk Committee

reviewed sustainability and

climate-related reporting and

related regulatory developments,

supporting oversight of associated

risks, controls and the quality of

narrative disclosure

BOARD CONSIDERATION

AND OUTCOMES

+ The Board aligned on a clearer

strategic focus for sustainability,

including an increased emphasis

on circularity and consumer-led

propositions

+ Strengthened Board oversight

of ESG and climate-related risks,

regulatory developments and

related reporting, informed by

Audit and Risk Committee review

+ The Board supported a more

consolidated and coherent

approach to sustainability

communication and information

+ Through the inclusion of a

sustainability-linked strategic

measure within the FY26 Global

Bonus Scheme, organisation-wide

incentives were aligned with the

Group’s sustainability priorities,

reinforcing focus on circularity

across the business

OUR STAKEHOLDERS CONTINUED

SUPPLIERS

ENVIRONMENT & COMMUNITIES

STAKEHOLDER PRIORITIES

Our people expect a safe, inclusive

and engaging workplace, fair and

transparent reward, opportunities

to develop and progress, clear

leadership through change and a

culture that reflects the Company’s

purpose and values.

HOW THE BOARD ENGAGED

+ As part of its oversight of culture

and workforce matters, the Board

considered employee engagement,

leadership communication and

workforce sentiment within the

CEO’s regular reporting during a

period of organisational change

+ Non-Executive Directors engaged

directly with employees through

listening sessions, with themes and

feedback informing the Board’s

oversight of culture, reward and

workforce experience

+ The Remuneration Committee

reviewed workforce reward

structures, including the design

and operation of the Global

Bonus Scheme and Long Term

Incentive Plan

+ The Nomination Committee

maintained oversight of Board

and senior leadership succession,

diversity and capability, informed

by the Board Effectiveness Review

and evolving strategic requirements

BOARD CONSIDERATION

AND OUTCOMES

+ The Board used workforce and

leadership insights to inform its

oversight of the implementation

of the new operating model

+ Workforce perspectives informed the

Board’s understanding of employee

experience and reward perceptions

during a period of change

+ Through the inclusion of an

organisation-wide engagement

strategic metric within the Global

Bonus Scheme, the Board

reinforced alignment between

workforce incentives, culture

and performance priorities

+ The Board supported changes

to senior leadership capability,

including the appointment of the

Chief Brand Officer and President

of Americas, strengthening

leadership capacity to deliver the

strategy and operating model

OUR PEOPLE

106

DR. MARTENS PLC ANNUAL REPORT 2026

A key Board decision which balanced near-term

change with the long-term benefits of a more

collaborative and brand-aligned workplace.

BACKGROUND

The Board considered a proposal to invest in a new workplace following

a broader review of how the Company’s London headquarters office

environment supported the Company’s strategy, culture and evolving

ways of working, with the upcoming expiry of the existing lease acting

as a catalyst for that review. This provided an opportunity to step

back from current arrangements and assess whether an alternative

approach would better support the business and its people over the

long term.

BOARD ENGAGEMENT AND

STAKEHOLDER CONSIDERATIONS

The Board reviewed management’s

analysis of alternative options, including

maintaining existing arrangements or

moving to a single, consolidated London

headquarters. In doing so, the Board

considered a range of factors relevant

to the Company’s long-term success,

including:

+ Financial implications including

short-term transition costs and

longer-term operating efficiency

+ Operational effectiveness and

organisational resilience

+ Impacts on culture, collaboration

and ways of working

+ Sustainability credentials and

alignment with the Company’s values

The Board also took account of feedback

from colleagues and considered the

interests of a broad range of stakeholders.

In doing so, particular attention was given

to balancing the disruption associated

with change, prompted by the expiry of

the existing lease, against the potential

benefits of a more efficient, engaging

and future-ready workplace.

OUTCOME

Having weighed these considerations, and

recognising that the expiry of the existing

lease provided an opportunity to reconsider

how the organisation works, collaborates

and connects as a critical enabler of

the Company’s strategy, sustainable

performance and long-term value creation,

the Board approved the proposal to relocate

to a single, consolidated headquarters.

The Board concluded that the new

workplace would better support

collaboration and brand alignment, while

strengthening organisational capability

and resilience. In particular, the Board

consideredthatthelonger-termbenefits,

including improved ways of working, a

saferandmoreefficientworkplace,and

lower ongoing operating costs, were in

the best interests of the Company and

its stakeholders over the long term.

WHY THIS DECISION MATTERS

TO STAKEHOLDERS

This decision illustrates how the Board

approaches significant investment

decisions by balancing financial

discipline with cultural, operational

and sustainability considerations, and

by focusing on outcomes that support

the Company’s long-term success and

the interests of its stakeholders.

KEY BOARD DECISIONS

Investing in a

future-fit workplace

GOVERNANCE REPORT

107

DR. MARTENS PLC ANNUAL REPORT 2026

OUR CULTURE

Culture in focus

MONITORING AND EMBEDDING ALIGNMENT BETWEEN

OUR PURPOSE, VALUES AND CULTURE

The Board monitors culture through a combination of direct listening,

insight from leadership updates and ongoing indicators, enabling

it to identify themes early, test whether culture is supporting

strategy and performance, and oversee leadership’s response.

Employee Listening Groups

Employee Listening Group sessions remained central to enabling

open, confidential dialogue between employees and the Board

via Robyn Perriss (the Employee Representative Non-Executive

Director). Insights were captured on an anonymised basis and

shared with the Board, and followed up with the business where

appropriate, so that workforce sentiment informs Board

discussion and oversight.

During FY26, listening sessions were held with colleagues

across the global organisation, including retail, office, factory and

technology teams. Participants were drawn from targeted teams

and functions, with individuals selected at random to support

broad representation and open discussion. More information on

thesecanbefoundintheQ&AwithRobynPerrissonpage110.

Formal listening cadence

The Company strengthened its listening cadence during FY26,

moving from a single annual Engagement and Inclusion survey to

a more responsive model built around shorter, targeted listening

activities. This enabled the Company to explore specific topics

and experiences in more depth at key points during the year.

These included a pulse survey in October 2025 focused on how

the refreshed strategy was landing with colleagues, and a short

listening survey in March 2026 designed to capture and

understand sentiment during a period of organisational change.

People and culture

as a key risk

‘People and culture’ and ‘Transformation and change’ are

two principal risks for the Group, reflecting the central role

that leadership behaviours, cultural alignment and workforce

engagement play in delivering the strategy. The Board’s oversight

of culture during the year therefore formed an important part of

its approach to risk management (see the Risk management and

our principal risks section on page 48).

Leadership appointments

and values alignment

Cultural fit and values alignment remained central considerations

in senior hiring during the year. The Nomination Committee plays a

key role through its oversight of senior leadership succession and

provided input on the direction of travel and the leadership team’s

approach to key hires, supporting alignment with the culture and

leadership behaviours the Board expects across the organisation.

HOW WE ASSESS AND MONITOR THE DR. MARTENS CULTURE

Ensuring that the culture experienced by our people aligns with our

purpose, values and strategic priorities is a core responsibility of the

Board. In line with the expectations of the UK Corporate Governance

Code (2024), the Board maintains oversight of culture across the

organisation, considering whether behaviours, decision-making

and the workforce experience are consistent with the values it sets

and supportive of long-term sustainable success.

As the organisation embedded a refined operating model and

adapted to leadership changes during the year, the Board paid

particular attention to whether the Dr. Martens culture continued

to provide stability through change and whether colleagues felt

clear, empowered and able to perform at pace.

DEFINING OUR CULTURE

Our culture is grounded in our purpose and expressed through

our three values – Be Yourself, Act Courageously and Show You

Care. The Board and senior leadership are expected to role-model

these values in how they lead, make decisions and collaborate

across the Group.

The Board recognises that culture cannot be set or dictated by policy

alone. It develops over time through visible leadership behaviours,

everyday decisions, and how colleagues experience accountability,

trust and change. A key role of the Board is therefore one of

custodianship: preserving and strengthening the Dr. Martens culture

so that it continues to support the right behaviours and effective

delivery of the strategy.

During FY26, the Board reinforced expectations of senior leaders

to model our values consistently, promote clarity in decision-making

and foster constructive challenge, recognising these behaviours

as increasingly important as reporting lines and ways of working

evolve. It also considered how these cultural expectations were

being reinforced and embedded within the organisation through

leadership behaviours, decision-making and ways of working as

the organisation implemented its new operating model.

PROTECTING AND STRENGTHENING OUR CULTURE

The Board’s role in safeguarding the Dr. Martens culture is critical

as the organisation adapts to structural and leadership changes.

During the year, the Directors continued to emphasise brand

custodianship, accountability and pace, while recognising the

need to support teams as organisational priorities, reporting lines

and ways of working develop.

Through workforce engagement during the year, colleagues

consistently spoke positively about their pride in the brand and

the strength of our culture and people. At the same time, they

conveyed a consistent message emphasising the opportunities

to translate strategy into clearer priorities, improve empowerment

and decision-making, and reduce friction between teams so the

organisation can execute with greater speed and confidence.

The Board discussed these themes directly, including the importance

of strengthening accountability and teamwork across functions,

and ensuring that colleagues are empowered to take decisions at

the appropriate level rather than relying on unnecessary escalation.

108

DR. MARTENS PLC ANNUAL REPORT 2026

How the Board monitors culture

LEADERSHIP BEHAVIOURS

Our leadership framework builds

on the DM Way and sets out

the key attributes, mindsets

and behaviours expected of

leaders at Dr. Martens. These

expectations are embedded

into leadership assessment

and development programmes.

ANNUAL ENGAGEMENT AND

INCLUSION SURVEY AND

TOUCHPOINT SURVEYS

This assists the Board in

monitoring the health of our

culture annually and after key

events, through understanding

how our employees experience

working at Dr. Martens. This in

turn helps shape the Board’s

‘people priorities’ going

forwards, as well as specific

initiatives at Group, function

and individual team level.

COMMUNICATIONS

A range of internal

communications reinforces our

culture and values, delivered

through channels tailored to

the needs of different employee

groups. This includes regular

written and video communications

from Ije Nwokorie, such as

the bi-weekly ‘Ije Edit’ vlog,

the weekly digital newsletter

‘Headlines&Highlights’,

and culture-related features

integrated into our retail

operations’ weekly updates.

REMUNERATION

The Remuneration Committee

ensures that our remuneration

philosophy supports the

desired culture and behaviours

of the Group. It promotes brand

custodianship through initiatives

such as encouraging share

ownership via our employee

share plan, while Employee

Listening Groups provide

opportunities for our people

to understand and discuss

executive pay structures with the

Remuneration Committee Chair.

DIVERSITY,

EQUITY & INCLUSION

The Nomination Committee

oversees diversity in relation

to Board and senior leadership

composition and succession

planning. This includes

considering diversity of

background, skills and experience

when shaping appointment

and succession decisions.

THE DM WAY

Endorsed by the Board, the

DM Way is our behavioural

framework and sets out how

our people can be successful

at Dr. Martens. It defines the

behaviours and attributes

expected across the

organisation and supports

our people in demonstrating

our values through their work.

BOARD REVIEW

The annual Board Effectiveness

Review is an opportunity for the

Board to reflect on all aspects

of its performance, including its

effectiveness in promoting the

Dr. Martens culture. It also

supports Directors in ensuring

they continue to set a clear ‘tone

from the top’ by demonstrating

the Company’s values.

THE DOCTRINE

Brings together our key, global

policies to form our employee

code of conduct. Presented

in a straight-forward, concise

and user-friendly format, the

DOCtrine comprises distinct

sections which also form the

basis of our compliance

e-learning programme, enabling

better understanding of how

our behaviours are applied

across the business.

GLOBAL CONNECT

The CEO, CFO and Executive

Team lead regular, interactive

‘Global Connect’ leadership

update sessions. These are

important touchpoints for

promoting our culture, bringing

our people together from across

the globe to hear and ask

questions about key initiatives,

results and events in an

engaging format.

EMPLOYEE

LISTENING SESSIONS

Employee Representative

Non-Executive Director Robyn

Perriss regularly meets with

groups of employees from

different regions and business

functions to discuss their priorities

and updates the Board on the

themes of these discussions.

MARKET VISITS

As custodians of our global

brand, individual Board

members and members of the

Executive Team regularly visit

key markets and engage directly

with local teams. These

interactions help strengthen

links between regional

businesses and reinforce the

culture across the Group.

CELEBRATIONS

Board members participate in

events held to mark important

milestones, including the recent

1460 boot and 1461 shoe

anniversary celebrations. The

contributions of long-serving

senior leaders were also

acknowledged through

office-based celebrations.

GOVERNANCE REPORT

109

DR. MARTENS PLC ANNUAL REPORT 2026

Amplifying

our employee

voice

Robyn Perriss,

Employee Representative

Non-Executive Director

During FY26, the Board continued to

prioritise direct engagement with employees

to ensure workforce perspectives informed

decision-making, culture and long-term

strategy. Employee Listening Group sessions

remained a central mechanism for enabling

open, confidential dialogue between

employees and the Board via Robyn Perriss,

alongside wider engagement activities

such as site visits, town halls, surveys,

engagement events and celebrations.

Each session provided a confidential forum

for employees to share their experiences

of working at Dr. Martens, raise challenges

and offer constructive feedback. Insights

were captured on an anonymised basis and

shared with the Board, and the business,

as appropriate, throughout the year,

enabling workforce sentiment to inform

Board discussions and oversight.

What areas of the business did you meet

with this year and why?

Listening sessions were held with colleagues

across the global organisation, including

retail, office, factory and technology teams,

representing a broad range of roles,

geographies and tenure. Participants were

selected on a random but targeted basis

to ensure broad representation and to

support open and honest discussion. It was

particularly important for me to meet with

employees based in our new Global

Technology Centre in Bangalore as this

was a new part of the business.

OUR CULTURE CONTINUED

Q&A

What were some of the key things you

wanted to discuss with the employees?

I wanted to understand how the new

consumer-firststrategyunderIje’sleadership

was landing, how the Company-wide

Summer Sessions explaining our new

strategy had been received, and how

colleagues were feeling about the operating

model changes recently announced. I also

took the opportunity to recognise the

resilience shown by our people during a

periodofsignificantchangeandtoreassure

them that their views had been heard and

were a key driver of the changes being made.

What were the key themes that you heard

from employees?

Employees consistently expressed

enjoyment of the Dr. Martens brand,

culture and people, highlighting inclusivity

and teamwork as defining strengths

of the organisation.

There was broad confidence in the strategic

direction of the business, supported by

improved clarity and openness of leadership

communication. However, a consistent

theme across sessions was the challenge

of translating strategy into execution, with

employees highlighting the need for clearer

prioritisation, accountability and

empowerment. This will be a strong focus

of the Board and Executive Team when

implementing the new operating model.

What are some of the priorities for FY27

based on what you heard?

Career development, progression and

recognition were important themes across

all employee groups. While learning

opportunities were valued, some employees

expressed uncertainty around progression

pathways during periods of change. There

is a huge amount of work going into a new

work-level structure to address this, which

you can read about on page 109.

Another key theme was the difficulty

employees experienced in getting things

done at speed. A central objective of the

new operating model is therefore to enable

greater agility, with clearer decision-making

and accountability across the business.

How often and how do you feedback

what you have heard to the Board?

At each Board meeting, I provide a summary

of the key themes emerging from employee

engagement and listening sessions. These

insights are discussed with the Board and

sharedwiththeChiefPeopleOfficer,ensuring

that employee perspectives are reflected in

Board discussions and considered alongside

wider business priorities.

What will the focus areas for the FY27

employee engagement sessions be?

We will focus our listening sessions on areas

of the business most impacted by the move

to a market-based operating model, such as

the APAC and EMEA regions.

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DR. MARTENS PLC ANNUAL REPORT 2026

Employee Listening Groups provide the

Board with direct insight into how strategy,

leadership decisions and organisational

change are experienced across the

business. In FY26, the themes arising

from these sessions showed a high degree

of consistency across geographies and

functions and were shared with the Board

through updates from the Employee

Representative Non-Executive Director,

providing additional context for Board

discussion during the year.

This section focuses on the substantive

insights arising from those sessions and

their relevance to governance and

organisational effectiveness, rather than

on the listening mechanisms themselves.

KEY INSIGHTS FROM FY26

1. Pace, accountability and

decision-making

A dominant theme across Employee

Listening Groups was frustration with the

pace at which decisions were made and

implemented. Employees described an

organisation that could feel slow and

complex, with accountability sometimes

unclear and decisions moving up and down

the hierarchy before action was taken.

This was consistently linked to challenges

in executing strategy at speed, rather than a

lack of belief in the strategic direction itself.

2. Translating strategy into delivery

While employees recognised clearer

articulation of strategy during the year,

many highlighted difficulty understanding

how that strategy translated into priorities,

trade-offs and measures within their own

roles. This gap between strategic intent

and operational delivery was raised by

both customer-facing teams and central

functions supporting execution.

EMPLOYEE LISTENING GROUP SESSIONS: TIMELINE AND FOCUS AREAS

The timeline below sets out the Employee Listening Group sessions held during FY26, reflecting the areas of the business where

engagement was prioritised during the year.

APRIL

+ UK retail

NOVEMBER

+ Group functions

+ GTC

+ Brand

DECEMBER

+ GMT

MARCH

+ Remuneration session

+ UK Factory

+ Global Transactional Finance

+ US Non-Retail

2025

Teams attended employee

listening sessions in FY26

FY26 EMPLOYEE LISTENING GROUPS: KEY INSIGHTS AND ACTIONS

3. Impact of organisational change

Listening Groups reflected the cumulative

impact of operating through extended

periods of organisational change.

Employees described uncertainty during

prolonged timelines and the challenge of

maintaining momentum and morale while

roles, structures and ways of working

continued to evolve.

4. Role clarity, progression

and recognition

Employees highlighted the importance

of clearer role definition and progression

pathways. While development opportunities

were valued, colleagues wanted greater

consistency and transparency around

expectations at different levels and how

progression decisions were made,

particularly during periods of change.

HOW INSIGHTS INFORMED

BOARD DISCUSSION

During FY26, the Board received regular

summaries of themes arising from Employee

Listening Groups. These themes reinforced

issues already visible to the Board through

other information and sharpened discussion

on the need to simplify decision-making,

clarify accountability and ensure that strategy

is translated into clear priorities, ownership

and measures that support delivery.

LINKING EMPLOYEE FEEDBACK

TO ACTION

Themes raised through Employee Listening

Groups during FY26 highlighted the need

for greater clarity, pace and accountability

in how the organisation operates. These

insights reinforced leadership’s focus on

organisational effectiveness and informed

the Board’s emphasis on translating strategy

into clear priorities as the business moved

into FY27.

ACTIONS AND FOCUS GOING FORWARD

The insights from Listening Groups

supported management’s continued focus

on strengthening organisational foundations

as the business moved into FY27, including:

+ progressing changes to how the

organisation is structured and

operates, with the aim of improving

clarity, accountability and speed of

decision-making

+ commencing work on a clearer work-level

structure to support transparency around

roles, expectations and progression

+ reinforcing leadership expectations

around empowerment, follow-through

and clarity during periods of change

Employee Listening Groups will continue

to be used to test whether these actions are

having the intended impact and to provide

early visibility of emerging risks to execution

and engagement.

Employee engagement sessions

held in FY26

FY26 SNAPSHOT:

2026

GOVERNANCE REPORT

111

DR. MARTENS PLC ANNUAL REPORT 2026

Female 43%

Male 57%

Nomination

Committee Report

ROLE OF THE COMMITTEE

To lead the process for appointing Directors to the Board

and key senior leadership positions, ensuring that appropriate

procedures are in place for the nomination, selection, training

and evaluation of Directors.

KEY RESPONSIBILITIES

+ Recommending potential Board and senior management

appointments and reappointments

+ Overseeing inductions of new Board members and supporting

ongoing Board development

+ Reviewing Board and senior leadership succession planning,

ensuring orderly planning cycles

+ Overseeing the development of diverse talent pipelines and

the Company’s diversity and inclusion framework

FOCUS AREAS FOR FY26

+ Board and senior leadership succession planning

+ Strengthening Board composition and future Independent

Non-Executive Director recruitment

+ Supporting leadership continuity and organisational stability

FUTURE PRIORITIES FOR FY27

+ Key role succession

+ Continue reviewing Board composition, with targeted focus

on skills required for long-term strategic priorities

+ Monitor the effectiveness of the updated leadership structure

under the new operating model

+ Deepen Board oversight of culture, people and organisational

capability as they relate to leadership and succession,

ensuring alignment with the Company’s strategic ambitions

+ Support shareholder engagement on succession matters, as

appropriate, as part of the Board’s stewardship responsibilities

COMMITTEE EFFECTIVENESS

The Committee’s effectiveness during FY26 was reviewed as part

of the Board’s annual Effectiveness Review, more on which can be

found on page 118.

The review provided assurance that the Committee operated

effectively during the year and that its composition and ways

of working remained appropriate to support its responsibilities.

TheCommitteewillkeepitscompositionandeffectivenessunder

review, with a continued focus on forward-looking succession

planning, to ensure it retains an appropriate balance of skills,

independence and experience.

“A key focus this year was

advancing Board succession

in a structured and

transparent way.”

LYNNE WEEDALL

CHAIR OF THE NOMINATION COMMITTEE

Number of meetings

attended/max number

could have attended:

Lynne Weedall

(Committee Chair)

5/5

Tara Alhadeff 5/5

Robert Hanson 4/5

Andrew Harrison 5/5

Paul Mason 5/5

Robyn Perriss 5/5

Ian Rogers 5/5

1. Did not attend the Committee meeting

held on 22 January 2026 due to

personal circumstances.

COMMITTEE COMPOSITION

As at 29 March 2026

COMMITTEE MEMBERS

112

DR. MARTENS PLC ANNUAL REPORT 2026

Dear shareholder,

I am pleased to present the Nomination Committee’s report for FY26.

This has been a year in which the Committee was firmly focused on

thelong-termcomposition,effectivenessandresilienceoftheBoard,

ensuring that leadership continuity and capability aligned with

the Company’s strategic direction and evolving operating model.

SUCCESSION

Board and senior leadership succession continued to be a

significant area of focus for the Committee throughout FY26. Our

review of the Board’s composition and longer-term requirements

was guided by the observations from last year’s external Board

evaluation and the organisational priorities under the Company’s

updated strategy. As part of this, we assessed the skills, experience

and personal attributes needed to support the strategy and refined

our key criteria for future Independent Non-Executive Director

appointments and senior Board roles to support a balanced,

‘future-ready’ Board composition.

Building on this work, the Committee conducted preparatory

engagement with an external search partner and reviewed long

list profiles aligned to the revised brief. While no decisions or

recommendations were made during the year, the Committee

continued to monitor the search process closely, including

through direct engagement as appropriate, ensuring that:

+ the evolving talent pool reflects the identified priority capabilities;

+ diversity and balance of skills and perspectives on the Board

remain central considerations; and

+ candidates are assessed against a consistent set of criteria

covering independence, experience, judgement and cultural fit.

This phase represents a significant step forward in ensuring that

future appointments strengthen the Board’s overall capability and

support longer-term succession planning.

Alongside Board-level succession, the Committee continued to

receive updates on senior leadership developments below Board

level. These discussions helped ensure that leadership continuity

across the wider organisation remained stable during the year.

CHAIR TENURE

The Committee also considered the application of the UK Corporate

Governance Code in relation to chair tenure and independence.

In concluding that it remains appropriate for Paul Mason to continue

as Chair beyond the nine-year guideline, the Committee carefully

considered the context in which the Board is operating, the rationale

for this approach, the potential risks and the actions in place to

mitigate them, as well as the timeframe over which the Company

expects to return to full compliance. These considerations are set

out in more detail on page 116.

During the year, I wrote to the Company’s largest shareholders

to clarify the Committee’s position on chair succession. In that

correspondence, I reiterated our view that Paul Mason’s continued

leadership provides important continuity and stability during this

period of strategic change, and that this remains in the best interests

of the Company and its shareholders. I also acknowledged the

requirements of the UK Corporate Governance Code on chair tenure

and independence, and confirmed that the Committee will continue

to keep succession planning under careful review as part of its

ongoing responsibilities. This communication formed an important

element of our commitment to transparent governance and provided

clarity on the Committee’s forward planning.

BOARD DIVERSITY

Board diversity was a recurring consideration for the Committee during

FY26 as we reviewed the Board’s composition against the capabilities

required to support the Company’s updated strategy. In doing so, the

Committee reflected on the findings of the FY25 externally facilitated

Board evaluation, which highlighted the importance of maintaining a

breadth of experience, perspective and cognitive diversity to support

effective challenge and decision-making at Board level.

Following the appointment of two new Non-Executive Directors

at the end of FY25, the proportion of women on the Board fell below

the 40% target set out in the Listing Rules. These appointments

strengthened areas of capability essential to the Company’s

strategic priorities, including deeper US market experience,

transformation leadership and brand-led commercial expertise, and

their contributions continue to augment the overall balance of skills

around the table. At the same time, we recognise the need to report

clearly against the Listing Rules diversity targets and to explain

the context behind the current position. As such, we note that:

+ the Board’s current gender balance reflects the timing and nature

of appointments made during a transition period, rather than any

loss of female representation;

+ the appointments made in FY25 addressed clearly defined

capability needs identified through the external evaluation and the

Company’s updated strategy. The Committee considered a strong

cohort of candidates, and based its recommendations on those

who most closely matched the specific combination of skills and

experience required under the agreed brief; and

+ improving female representation is an important priority as the

Committee considers the Board’s future succession requirements.

Looking ahead, the Committee has reaffirmed that strengthening

gender balance remains a key consideration in Independent

Non-Executive Director searches, alongside the skills, experience

and perspectives required to support the Board’s future needs.

We were encouraged by the strength and depth of the female

candidates considered during previous processes, and will continue

to draw from this growing pool where this aligns with the capabilities

required to oversee the Company’s next stage of development.

BOARD EFFECTIVENESS REVIEW

As the externally facilitated Board evaluation that commenced in

FY25 continued into the early part of this year, the Board focused on

considering the recommendations arising from that work, including

a detailed discussion at its meeting in October 2025. Given the timing

of the external evaluation’s completion, the Board agreed that a further

full evaluation in FY26 would not be proportionate or necessary.

In line with the expectations of the UK Corporate Governance Code

and the FRC’s guidance on proportionality, the Board therefore

initiated a lighter-touch review for FY26, concentrating on progress

made against the recommendations from the external evaluation

and identifying areas for further development. This work remains

ongoing at the date of this report. A fuller description of the FY26

process is set out on pages 118 and 119, and a comprehensive update

on its outcomes will be included in the FY27 Annual Report.

LOOKING TO FY27

In the year ahead, the Committee’s priorities will include progressing

the Board’s succession plans for Independent Non-Executive

Directors, including overseeing their induction and integration when

appointments are made, and advancing succession planning for the

Chair and senior Board roles. The Committee will also conclude the

FY26 Board review and continue to support the Board in maintaining

the skills, diversity and experience required to oversee the

Company’s long-term ambitions. Overall, I am satisfied that the

Committee enters FY27 with a clear view of the Board’s succession

priorities, supported by the work undertaken during the year.

LYNNE WEEDALL

CHAIR OF THE NOMINATION COMMITTEE

19 MAY 2026

GOVERNANCE REPORT

113

DR. MARTENS PLC ANNUAL REPORT 2026

NOMINATION COMMITTEE REPORT OVERVIEW

NOMINATION COMMITTEE REPORT CONTINUED

The following sections set out the work of the Nomination

Committee during FY26, covering:

+ How the Committee operates and its key areas of focus

during the year

+ Progress against the priorities identified in the FY25

Annual Report

+ Board composition, succession planning and

leadership continuity

+ Chair tenure and succession considerations

+ Board diversity, including reporting against applicable

regulatory targets

The Committee’s work during FY26 was undertaken in the

context of a refreshed strategy, an evolving operating model

and a period of transition at Board and senior leadership levels.

FOLLOW-UP ON FY26 PRIORITIES – AT A GLANCE

In the FY25 Nomination Committee Report, the Committee set

out a number of priority focus areas for FY26. The table below

summarises the actions taken and progress made against

those priorities during the year.

WHAT WE SAID WE

WOULD FOCUS ON

IN FY26 WHAT WE DID

Board and senior

leadership

succession

Embedded Board succession planning

as a standing item within the

Committee’s regular cycle of business,

reviewing Board composition and

longer-term succession considerations

in light of the refreshed strategy and

external evaluation observations.

Monitoring the

Group-wide people

and diversity

strategies

Maintained oversight of Board diversity

considerations and succession

planning, including transparent

reporting against the Listing Rules

diversity targets and consideration of

the wider people and diversity context.

Setting new Board

appointments up

for success

Oversaw induction and integration

arrangements for recently appointed

Non-Executive Directors, supporting

their understanding of the business,

governance framework and culture.

Nomination Committee

activities timeline

JUNE

+ Considered senior leadership arrangements, including

key role recruitment and succession planning

+ Approved the final Nomination Committee Report

for inclusion in the FY25 Annual Report

JULY

+ Reviewed progress against succession planning

priorities for senior leadership roles

+ Considered meeting cadence and forward planning,

including the timing and focus of future succession

discussions, reaffirming focus on Board and senior

leadership succession

NOVEMBER

+ Reviewed Board succession planning, including the

governance and investor-engagement implications

of the Chair’s tenure, and reaffirmed the Board’s

support for the Chair’s continued leadership during

a period of strategic transition, informed by the

FY25 external Board Effectiveness Review

+ Discussed longer-term Board succession planning,

including future Non-Executive Director recruitment

and emerging succession considerations, and

considered the need for clear disclosure in the

Annual Report

2025

JANUARY

+ Received an update on Board and Non-Executive

Director succession planning, including progress

against the Committee’s agreed priorities and

longer-term succession considerations

+ Reviewed and discussed the proposed approach to

shareholder engagement in relation to Chair tenure

MARCH

+ Reviewed an update on Board and Non-Executive

Director succession planning, including progress

against agreed priorities and longer-term

succession considerations

2026

BOARD COMPOSITION AND SUCCESSION

Assessment of Board capability

Monitoring the composition of the Board and ensuring that its

collective skills, experience and independence are aligned with

the needs of the business is a core responsibility of the Nomination

Committee. This work supports effective succession planning

and informs the criteria for future Board appointments. Further

information on the Board’s skills and experience is set out in the

‘At a glance’ section on pages 90 and 91.

During FY26, the Committee undertook a detailed review of the

Board’s current composition and longer-term requirements, informed

bytheobservationsfromtheFY25externalBoardEffectiveness

Review and the Company’s refreshed strategic priorities. In doing

so, the Committee considered the balance of skills, experience and

perspectives required to support the next phase of the Company’s

developmentandtoprovideeffectiveoversightduringaperiodof

strategic and organisational change, including the importance of

maintaining independence, diversity of perspective and robust

challenge, particularly in the context of extended Chair tenure.

114

DR. MARTENS PLC ANNUAL REPORT 2026

Criteria for future appointments

As part of this work, the Committee refined its criteria for future

Independent Non-Executive Director appointments and other senior

Board roles, taking into account the capabilities required to oversee

the Company’s strategic priorities, operational complexity and

long-term value creation. This assessment focused on ensuring that

future appointments would complement the existing strengths of the

Board while addressing areas where additional depth or experience

may be required over time.

Progress during the year

Building on this assessment, the Committee engaged with its external

searchpartnertotestandrefinetheagreedbriefandtoassessthe

depth and breadth of the available talent pool aligned to the Board’s

future needs. While no decisions or recommendations were made

during the year, this preparatory work represented a significant step

in ensuring that the Board is well placed to progress succession in

an orderly and considered manner, and that any future appointments

strengthen the Board’s overall capability and effectiveness.

Alongside Board succession, the Committee continued to receive

updates on senior leadership developments below Board level where

these were relevant to governance considerations, supporting

visibility over leadership continuity across the wider organisation and

informing the Committee’s broader succession planning oversight.

BOARD APPOINTMENT AND INDUCTION PROCESSES

The Nomination Committee follows a rigorous and transparent

process for Board appointments. Recommendations are made

on merit, against objective criteria, and with due regard to the

skills, experience and personal attributes required to support

the Company’s strategy and long-term success.

In addition to its responsibilities in respect of Board composition,

the Committee oversees matters relating to senior leadership

succession and appointments. This includes maintaining visibility

over succession planning for key senior roles below Board level and

considering the broader organisational implications of significant

senior leadership changes.

The Committee also oversees induction arrangements for newly

appointed Directors, recognising the importance of effective

integration in supporting Board effectiveness and long-term

succession planning. Newly appointed Directors undertake tailored

induction programmes designed to build a strong understanding

of the Group’s business, strategy, governance framework, culture

and key risks, and to support the development of effective working

relationships across the Board and senior leadership.

Induction programmes are facilitated by the Company Secretary and

are tailored to the individual’s background and role. They typically

include a combination of the following elements, as appropriate:

+ one-to-one introductory meetings with senior executives, other

Board members and external advisers;

+ visits to selected stores and wholesale partners to provide insight

into core operations;

+ an opportunity to visit the Cobbs Lane factory and office to

engage with employees and understand the end-to-end

production process;

+ an initial market visit, where appropriate, accompanied by relevant

regional leadership, to provide an overview of local market

operations; and

+ access to a comprehensive suite of Company materials,

including governance policies, reports and recent Board

and Committee papers.

During the year, the Nomination Committee oversaw the induction

and integration arrangements for Robert Hanson and Benoit Vauchy,

who were appointed to the Board towards the end of FY25. Their

induction programmes were tailored to support their effective

contribution and included structured engagement with senior

management, together with access to relevant briefings and

materials to support their transition into role.

All new Directors have ongoing access to the support and advice

of the Company Secretary and are encouraged to continue to

engage with other members of the Board and senior management

beyond their formal induction period. The Committee is satisfied

that appropriate induction arrangements are in place and continues

to monitor the integration of new Directors as part of its regular

oversight of Board effectiveness and succession planning.

BOARD DIVERSITY

Board diversity remained a core consideration for the Nomination

Committee throughout FY26 as it reviewed the Board’s composition

against the capabilities required to support the Company’s strategy

and the period of transition underway. In doing so, the Committee

reflected on the findings of the FY25 externally facilitated Board

Effectiveness Review, which highlighted the importance of

maintaining a breadth of experience, perspective and cognitive

diversity to support effective challenge and decision-making at

Board level.

Following changes to Board composition during FY25, the Board

does not currently meet the Listing Rules target for at least 40%

female representation (30% as at the reference date of 29 March

2026). This position reflects the timing and nature of the Board

appointments made in FY25, which addressed clearly defined

capability needs identified through the Board’s evaluation and

succession planning activities. Those appointments strengthened

areas of expertise critical to the Company’s strategic priorities,

including experience relevant to the Group’s largest and most

complex markets and the delivery of transformation under the

refreshedstrategy.TheCommitteeisconfidentthatthesedecisions

were taken in the best interests of the Company and its shareholders.

The Nomination Committee remains mindful of, and supportive

of, the recommendations of the FTSE Women Leaders Review

and the Parker Review, as well as the diversity targets set out

in the Listing Rules. As at the reference date of 29 March 2026,

the Board met two of the three targets set out in Listing Rule

6.6.6R(9):

+ Lynne Weedall served as Senior Independent Director

throughout the period and the Board therefore met the

requirement to have at least one woman in a senior Board

position; and

+ the Board also met the target for at least one member

of the Board to be from a minority ethnic background.

Further information on the diversity of the Board and the wider

senior leadership population is set out on page 90 and 91.

The numerical data tables required to be disclosed under

Listing Rule 6.6.6R(10) are included in the ‘At a glance’ section

on pages 90 and 91.

REGULATORY DISCLOSURE (LISTING RULES)

GOVERNANCE REPORT

115

DR. MARTENS PLC ANNUAL REPORT 2026

NOMINATION COMMITTEE REPORT CONTINUED

BOARD DIVERSITY CONTINUED

Diversity considerations are embedded within the Committee’s

approach to Board and senior leadership succession and are

reflected in how future recruitment and succession priorities are

defined. In exercising its responsibilities, the Committee considers

a broad range of factors when shaping appointment briefs and

assessing candidates, including gender, background, experience,

perspective and personal strengths, alongside the skills and

judgement required to support effective Board decision-making

and long-term value creation. All appointments are made on merit,

following rigorous and objective processes designed to identify

candidates who best meet the needs of the business at a given

point in time.

The Board recognises the importance of meeting the diversity

targets set out in the Listing Rules and remains committed to

doing so over time. Improving female representation continues

to be an important consideration as the Committee reviews Board

composition and longer-term succession planning, alongside the

need to maintain a balanced, effective and future-ready Board.

Although outside the formal scope of the Listing Rules targets,

the Board notes that each of its principal Committees was chaired

by a female Independent Non-Executive Director as at the reference

date of 29 March 2026. Lynne Weedall chairs the Nomination and

Remuneration Committees, while Robyn Perriss chairs the Audit

and Risk Committee and also serves as the Company’s Employee

Representative Non-Executive Director.

The Committee believes that a board composed of individuals with

a range of skills, experience and perspectives supports effective

challenge, balanced debate and robust decision-making in the

interests of the Company, its shareholders and wider stakeholders.

The Board’s policy on diversity is set out below.

EFFECTIVENESS AND INDEPENDENCE OF THE CHAIR

In line with the ‘comply or explain’ principle of the UK Corporate

Governance Code, the Nomination Committee has considered the

context in which the Board is operating, the rationale for the approach

taken in relation to chair tenure, the potential risks associated with

this position and the actions in place to mitigate them, as well as the

anticipated timeframe for returning to full compliance.

When assessed against the independence criteria set out in the

UK Corporate Governance Code, Paul Mason was independent

on his appointment to the Board in 2015 but was not considered

independent on the Company’s admission to listing in 2021.

During the year, the Nomination Committee considered the

corporate governance implications of Paul’s tenure exceeding

the nine-year guideline under the Code, alongside the broader

context in which the Board and senior leadership were operating.

As part of this work, and in line with the Committee’s commitment

to transparent governance, Lynne Weedall engaged with the

Company’s largest shareholders during the year to set out the

Committee’s approach to chair tenure and succession.

The Committee recognises that extended chair tenure may give

rise to perceived risks in relation to independence and challenge.

In mitigating these risks, the Board has maintained a strong cohort

of Independent Non-Executive Directors, ensured that the Audit

and Risk Committee and the Remuneration Committee comprise

Independent Non-Executive Directors only, and recognised the role

of the Senior Independent Director, who also chairs the Nomination

Committee, in supporting independent oversight and challenge

in relation to Board composition and chair tenure. The Chair’s

performance and effectiveness continue to be considered through

the Board’s regular evaluation processes, including the externally

facilitated Board Effectiveness Review.

The Board is committed to ensuring that diversity considerations

are embedded within its approach to Board and senior

leadership appointments. In exercising its responsibilities, the

Board considers a range of factors, including gender, ethnicity,

background, experience, perspective and cognitive diversity,

alongside the skills and capabilities required to support the

Company’s long-term strategy.

All recommendations for Board appointments are made on

merit following rigorous and objective processes, which take

account of applicable governance expectations and regulatory

requirements. These processes are designed to identify

candidates with the experience, judgement and personal

attributes required to contribute effectively to the Board and

to support the sustainable long-term success of the Company.

The Board considers that a board which comprises individuals

with different backgrounds, experiences and perspectives

supports effective challenge, balanced decision-making and

robust oversight, and in turn contributes to better outcomes

for shareholders and the Company’s wider stakeholders.

THE BOARD’S POLICY ON DIVERSITY

116

DR. MARTENS PLC ANNUAL REPORT 2026

In reaching its conclusions, the Committee reflected on the

importance of continuity and stability during a period of strategic

change for the Company and the need to support effective

succession planning at Board level. The Committee and the Board

are confident in Paul’s leadership, noting his experience, deep

knowledge of the Group and the effective oversight he provides,

and are clear that retaining him in role continues to be in the best

interests of the Company and its shareholders. The Board considers

this to be a temporary and proportionate departure from the Code.

The Committee currently envisages that this position may continue

for up to three years, subject to annual review, as part of an orderly

and well-planned approach to Chair succession. The intention

remains to return to full compliance with the UK Corporate

Governance Code, taking into account the Company’s strategic

priorities and the need to ensure a smooth transition.

Paul Mason’s effectiveness as Chair was also considered as part of

theexternallyfacilitatedBoardEffectivenessReviewthatcommenced

in FY25. The review provided assurance that he continues to lead the

Boardeffectively,demonstratingobjectivejudgementandpromoting

constructive challenge and open debate in the boardroom.

NON-EXECUTIVE DIRECTOR TENURE

All the Independent Non-Executive Directors have served for fewer

than nine years on the Board. The longest-serving Independent

Non-Executive Directors are Lynne Weedall, Robyn Perriss

and Ian Rogers, all of whom were appointed in January 2021.

The Board’s longest-serving Director is Tara Alhadeff, who was

appointed in May 2015.

With regard to Tara’s tenure, the technical parameters of her

appointment to the Board were established at the time of the

Company’s admission to listing and set out in the relationship

agreement with our largest shareholder, IngreGrsy Ltd, further details

about which can be found in the Directors’ Report on page 150.

The Board values the depth of experience, insight and continuity

that Tara continues to contribute to the Board, particularly during

this period of strategic and organisational change, and is pleased

to recommend her re-election at the upcoming AGM in July.

NON-EXECUTIVE DIRECTOR INDEPENDENCE

Over half of the Dr. Martens plc Board (excluding the Chair)

comprised Independent Non-Executive Directors during FY26,

each of whom is identified on pages 97 to 99, and it continues

to meet this requirement.

The memberships of both the Remuneration and Audit and Risk

Committees continue to comprise Independent Non-Executive

Directors only, while the Nomination Committee comprises all of the

IndependentNon-ExecutiveDirectors,TaraAlhadeffandPaulMason.

The Board has also determined that, with the exceptions of Tara

Alhadeff and Benoit Vauchy, the Non-Executive Directors remain

free from relationships or circumstances which may (or could appear

to) affect their judgement. Tara Alhadeff and Benoit Vauchy are not

considered to be independent for the purposes of the UK Corporate

Governance Code since they were appointed to the Board at the

nomination of IngreGrsy Ltd, pursuant to its relationship agreement

with the Company. The Board’s statements in respect of the

independence of the Chair are provided in the relevant section

on page 116, opposite.

NON-EXECUTIVE DIRECTOR TIME COMMITMENT

Non-Executive Directors are expected to ensure that they are able

to devote sufficient time to their role and to avoid holding an

excessive number of external appointments. The Board recognises,

however, that external roles vary significantly in scale, complexity

and time commitment and therefore assesses commitments on a

case-by-case basis. In doing so, the Board considers the number

of other board and senior appointments held by each Director, the

nature and expected demands of those roles, and the anticipated

time commitment required to fulfil their responsibilities to the

Company. The Board also takes into account relevant externally

published guidance and proxy voting guidelines, ensuring that the

expectations of major shareholders in relation to ‘overboarding’

are appropriately considered.

Directors’ external commitments are reviewed regularly by the Board

and monitored with the support of the Company Secretariat function.

TheBoardremainssatisfiedthateachoftheNon-ExecutiveDirectors

continuestoallocatesufficienttimetotheCompanytodischargetheir

duties effectively and is able to meet the Board’s expectations in

respect of preparation, engagement and contribution.

DIVERSITY IN THE WORKFORCE

The Nomination Committee’s role is to oversee the Group’s

approach to diversity from a governance perspective, including

monitoring Company-wide diversity initiatives and the diversity

of senior leadership cohorts for succession-planning purposes.

During FY26, the senior leadership population for governance

oversight was the GLT. With the implementation of the new

operating model from 1 April 2026, the GLT was replaced by the

Executive Team, an introduction to which is provided on page 30

of the Strategic Report.

The development and implementation of the Group’s diversity policies

and initiatives fall within the remit of senior leadership. Workforce

diversity is monitored with reference to data extracted from the

Company’s secure HR information system, Dayforce. Employees are

able to use this system to provide information relating to their identity

and individual diversity characteristics, including gender and ethnic

background, should they wish to do so. All information provided in

thismannerisconfidentialandismanagedinlinewiththeCompany’s

data protection and privacy obligations.

The data indicate that, as at the reference date of 29 March 2026,

67% of the GLT (excluding Executive Directors) were men and 33%

were women. Data relating to the next layer of senior management

indicate that 73% were men and 27% were women, with no

employees identifying as non-binary or preferring to self-describe.

GOVERNANCE REPORT

117

DR. MARTENS PLC ANNUAL REPORT 2026

REPORTING

2027

+ Progress against the FY25

actions monitored and progressed

during the year

+ FY26 Board Effectiveness

Review commenced, adopting a

proportionate and focused approach

+ Committee-level effectiveness

reviews completed and reported

in this Annual Report

+ Elements of the FY26 process

remain ongoing at the time of

publication of this Annual Report

CURRENT YEAR

2026

NOMINATION COMMITTEE REPORT CONTINUED

OVERVIEW

The Board undertakes an annual evaluation of its effectiveness

andperformance,supportingitsabilitytooperateeffectively,remain

aligned with the Company’s strategy and provide robust oversight

during periods of change. In line with best practice and the UK

Corporate Governance Code, an externally facilitated review is

undertaken at least every three years (the last such review being

in FY25), with internal reviews conducted in the intervening years.

THE CONTEXT IN FY26

The timing of the FY25 and FY26 Board Effectiveness Reviews

shaped the Board’s approach as follows:

+ The externally facilitated FY25 Board Effectiveness Review was

ongoing at the time of publication of last year’s Annual Report and

concluded during FY26

+ Progress against the FY25 review actions has been made during

the year and is summarised in the table to the right

+ The FY26 review was ongoing at the point at which this Annual

Report was approved, with outcomes to be reported in FY27,

reflecting the sequencing of Committee and Board discussions

Board Effectiveness Review

+ Review commissioned and

undertaken during FY25, with

support from external facilitator

ghSMART

+ Ongoing at the time of publication

of the FY25 Annual Report

+ Review concluded during FY26,

with findings and recommended

actions considered by the Board

2025

EXTERNALLY FACILITATED REVIEW

BOARD EFFECTIVENESS REVIEW – TIMING AND REPORTING

+ FY27 Board Effectiveness

Review to be undertaken in

line with the Company’s normal

evaluation cycle

+ Insights and outcomes of the

FY26 Board Effectiveness

Review to be reported in FY27

+ The process followed for the

FY27 review, together with any

actions arising, will be reported

in the FY27 Annual Report in the

usual way

WHY DOES IT MATTER?

In FY26, Board effectiveness was particularly important given the

scale of organisational and leadership change underway. The review

process supported the Board in testing whether its composition,

ways of working and focus remained appropriate to the Company’s

evolving strategy and operating model, and in identifying where

further refinement would support effective challenge and

decision-making.

SCOPE OF THE BOARD EFFECTIVENESS REVIEW

The Board Effectiveness Review considered the Board as a whole

and its principal Committees, focusing on:

+ The effectiveness of Board and Committee composition,

including skills, experience and succession planning

+ The quality of Board discussions, information and

decision-making

+ How the Board operates collectively, including challenge,

dynamics and engagement with leadership

+ Progress against the actions identified in the FY25 externally

facilitated review

118

DR. MARTENS PLC ANNUAL REPORT 2026

PROGRESS AGAINST FY25 BOARD EFFECTIVENESS REVIEW ACTIONS

The externally facilitated FY25 Board Effectiveness Review concluded in October 2025 and identified a number of development areas

intended to strengthen the Board’s effectiveness during a period of significant transition for the Company, including a new Executive Team,

refreshed strategy and evolving operating model. These are set out in the table below. The Board will continue to maintain oversight of these

actions as they are further embedded and aligned with the Company’s evolving priorities, with the Nomination Committee having supported

this work during FY26 and continuing to do so in FY27.

Since the publication of last year’s Annual Report, the Board has made tangible progress in addressing these areas, while recognising

that several actions remain ongoing given the scale of change underway.

Focus area Key themes from FY25 review Progress since last Annual Report

Board composition

and succession

planning

Strengthen the depth, structure

and forward-looking nature of

succession planning, aligned to

the Company’s strategic priorities

Succession planning discussions were strengthened and embedded within

the Board and Nomination Committee’s regular cycle, supported by clearer

forward planning. The Board continued to use a refreshed skills framework,

aligned to the Company’s strategic priorities, to inform succession

considerations and enhance visibility of leadership capability and pipelines.

Board meeting

content and focus

Ensure Board time is consistently

directed towards the most material

strategic priorities, supported by

the right information at the right

point in the business cycle

The Board’s annual forward planner was re-structured around the Company’s

core growth levers, improving sequencing, clarity of purpose and alignment

between strategy, performance updates and decision-making. The Board also

continued to focus on deeper discussion of priority topics, supporting more

effective challenge.

Board as a team Maintain strong challenge,

cohesion and effectiveness

during a period of organisational

and leadership transition

The Board continued to foster a culture of open and constructive challenge,

supported by more focused agendas, increased interaction with senior leaders

and a clearer emphasis on outcomes and follow-through. This supported

effective Board dynamics and cohesion during a period of organisational and

leadership transition.

APPROACH TO THE FY26 REVIEW

With the actions from the FY25 review still being embedded, and

in the context of the Company’s transition to a new operating model

and the associated organisational change, the Board agreed to

adopt a proportionate and focused approach to the FY26 review,

led by the Chair. The agreed process was as follows:

+ Format: Short, focused questionnaire issued to all Directors,

supplemented by a Board discussion

+ Focus: Progress against FY25 actions, overall Board

effectiveness during FY26 and emerging priorities

+ Timing: To be completed in early FY27

+ Reporting: Outcomes and any resulting actions to be reported

in the FY27 Annual Report

The FY26 questionnaire was designed to provide a streamlined

and focused assessment of the Board’s effectiveness. It covered

matters including Board composition and succession planning,

the effectiveness of Board and Committee discussions, the quality

of information and decision-making, and how the Board operates

collectively, including challenge, dynamics and engagement with

leadership. Directors’ responses will inform a subsequent Board

discussion early in FY27, with any resulting actions helping to

support continuity following the externally facilitated FY25 review

and informing future effectiveness reviews.

As the FY26 evaluation process was ongoing at the point this

Annual Report was approved, the Board was unable to report on

specific findings or observations. Committee-level effectiveness

reviews were completed shortly before approval of the Annual

Report, and are therefore reflected in the respective Committee

reports. In line with the ‘comply or explain’ principle, the Board

considered its agreed approach to be appropriate in the

circumstances and remains committed to transparent reporting

on the effectiveness of the Board and its Committees.

LOOKING AHEAD

The Board views effectiveness as an ongoing cycle of reflection,

action and improvement, rather than a discrete annual exercise.

Progress against the actions arising from the external review in FY25

has continued to be monitored through the end of FY26 and will

remain under review as those actions are further embedded. Insights

from the FY26 Board Effectiveness Review, once concluded, will

inform the Board’s priorities and development focus during FY27.

Oversight of Board effectiveness and succession planning

remains a core focus of the Nomination Committee, supporting

theBoard’scontinuedeffectivenessintheinterestsoftheCompany

and its stakeholders.

GOVERNANCE REPORT

119

DR. MARTENS PLC ANNUAL REPORT 2026

Female 66.67%

Male 33.33%

Remuneration

Committee Report

COMMITTEE MEMBERSHIP

The Committee currently comprises Lynne Weedall (Chair),

Robyn Perriss and Andrew Harrison, all of whom are

Independent Non-Executive Directors and provide a balance

of skills and experience.

The full terms of reference of the Committee are available on the

Company’s corporate website at www.drmartensplc.com. Full

biographies of each member can be found on pages 96 to 99.

The attendance of Committee members at meetings during the

year is disclosed below.

TheCommittee’seffectivenessduringFY26wasreviewedas

partoftheBoard’sannualEffectivenessReview,moreonwhich

canbefoundonpages118and119.Thereviewconfirmedthat

the Committee had been effective during FY26 in overseeing

executive remuneration structures and outcomes, and that

it remained appropriately structured and supported to fulfil

its responsibilities.

KEY RESPONSIBILITIES

+ Establish and agree with the Board the Remuneration Policy

for the Executive Directors, the Company Secretary, the

Executive Team, the Chair of the Board and any other senior

employees as the Board may determine

+ Determine the individual remuneration packages of the

Executive Group, the Chair of the Board and relevant senior

employees within the terms of the agreed Remuneration Policy

+ Monitor the remuneration structures and overall levels of

remuneration of the Executive Team and relevant senior management

and make recommendations to the Board where appropriate

+ Oversee the remuneration of the wider Dr. Martens workforce

and ensure that our policy for the senior team is consistently

structured and also ensures alignment between incentives

and Company culture and values

+ Oversee the operation of the Group’s share plans

FOCUS AREAS FOR FY27

The Committee is planning to undertake a number of key activities,

and have discussions in the course of the coming year, on a range

of matters including:

+ Review of the Remuneration Policy ahead of the 2027 AGM where

it will be put to a binding vote. We will consider the approach to

shareholder engagement on this topic depending on the extent

of any changes that are proposed

+ Approving remuneration arrangements for the Executive Team

+ Reviewing remuneration arrangements for the wider workforce

+ Continuing to evolve our engagement with the Employee

Listening Groups on executive remuneration and consideration

of employee views during the policy review

+ Reviewing the performance and effectiveness of the Committee,

as part of the annual Board evaluation process

“In a challenging market context, we

focused on fairness, affordability and

alignment between executive reward

and the experience of our employees,

while continuing to support long-term

value creation for shareholders.”

LYNNE WEEDALL

CHAIR OF THE REMUNERATION COMMITTEE

Number of meetings

attended/max number

could have attended:

Lynne Weedall

(Committee Chair)

4/4

Robyn Perriss 4/4

Andrew Harrison 4/4

COMMITTEE COMPOSITION

As at 29 March 2026

COMMITTEE MEMBERS

120

DR. MARTENS PLC ANNUAL REPORT 2026

On behalf of the Remuneration Committee, I am pleased to present

the Directors’ Remuneration Report for FY26.

Our report is set out in three sections:

+ This Annual Statement, which summarises the work of the

Committee and our approach to Directors’ remuneration

+ The Remuneration Policy summary. The full Remuneration Policy

is available here: www.drmartensplc.com/investors/results-centre/

+ The Annual Report on Remuneration, which sets out the

remuneration outcomes for FY26 and the proposed

implementation of the Remuneration Policy for FY27

The Annual Statement and the Annual Report on Remuneration

will be put to shareholders for an advisory (non-binding) vote at

the Annual General Meeting (AGM) to be held on 15 July 2026.

Looking back

COMPANY PERFORMANCE

This year our focus has been to pivot our business from a

channel-led approach to a consumer-first mindset. This included

a reorganisation of the business, removing the previous regional

structure and moving to a market structure, with General Managers

of all our major markets.

The decisions made during FY26, such as reducing clearance in

both wholesale and DTC which improved the quality of revenues,

signing a number of new distribution agreements in new growth

markets, and opening our first beacon store in Brewer Street,

London, are all proof points of a successful first year of executing

thenewstrategy.Broadlyflatrevenues,theimprovementinrevenue

quality,togetherwithstrongcostcontrolthroughouttheP&L,

resulted in adjusted PBT of £55m, growth of 61% year-on-year.

REMUNERATION PAYABLE IN RESPECT OF FY26

Base salaries and fees

As disclosed in the FY25 Annual Report, the CEO salary was

£650,000 and the CFO salary was £499,550. Non-Executive

Directors’ fee levels were unchanged from FY24.

FY26 annual Global Bonus Scheme outcome

Employees throughout the Company, whether in our stores,

distribution centres, factory or offices, participate in a bonus

scheme. To foster alignment across the business, in FY26, the

Executive Directors’ annual bonus (Global Bonus Scheme, or GBS)

continued to broadly mirror that of the wider workforce with all

participants working towards the same global adjusted PBT and

strategic targets. The GBS is designed to reward exceptional Group

performance, ensuring that our employees across the world are all

aligned towards our strategic ambitions.

For all participants, the GBS comprised a financial metric of

adjusted PBT with a weighting of 70% and three equally weighted

strategic objectives with a combined weighting of 30%. The three

non-financial objectives were focused on our consumer, our

organisation and sustainability, core pillars within our strategy.

OurFY26adjustedprofitwasupby61.3%versusFY25,although

revenuesweredownby1.4%duetoreducingclearanceandoff-price

wholesale activity as planned, as well as continuing to have a strong

controlofoperatingcosts.ThefinalyearadjustedPBTwasbelow

target,reflectingthestretchingtargetsthatwereset,deliveringa

below-target payout under the PBT element (18% out of 70%).

One of the strategic objectives, directly related to our consumer-

centric approach, measured our average NPS score during the

year. Dr. Martens had an average NPS of 81.8, higher than the retail

average of 68. Based on feedback from our consumer surveys,

we have taken direct action to improve our consumer experience,

specifically making it easier to navigate our online platform as well

as adjusting our approach to discount codes.

The organisation metric, based on our belief that engaged

employees will enable us to create a high-performance culture

where everyone can do their life’s best work, focused on our

engagement index score. Employees continue to demonstrate

their pride at working for Dr. Martens and would recommend it as

a great place to work. Engagement increased from 72% favourable

scores to 74%, resulting in a payout of 4% of the 10% of bonus

available for this measure.

Our circularity strategy, setting out the business plan for

recommerce (resale, repair, trade-in and product end-of-life), has

been developed during the year, reflecting our continued efforts to

progress our sustainability agenda. For full details of the progress

made, see the Sustainability Report on pages 58 to 76. The

Committee considered performance to be on target resulting in a

payout of 5% of the 10% of bonus available for this measure. The

Committee carefully considered the performance against all the

strategic objectives and determined there should be a payment of

19% out of the 30% of bonus based on these measures. As a result,

the formulaic outcome of the GBS is 37% of maximum. Full details

can be found in the Global Bonus Scheme section of the Annual

Report on Remuneration on page 129.

When reviewing the outcome of the bonus against the targets,

the Committee took into consideration:

+ Wider business performance, both financial and non-financial,

in the context of market expectation and global events

+ The wider workforce experience – the bonus out-turn for all participants

in the Global Bonus Scheme was aligned, so all participants receive

37% of maximum, in line with the Executive Directors

Based on the considerations set out above, the Committee is

comfortable that the formulaic outcome of the bonus is appropriate

and so no discretion has been applied.

In line with the Remuneration Policy, one-third of the net cash bonus

earned will be used to purchase shares which the Executive

Directors are required to hold for a further two years; the remaining

two-thirds will be paid in cash.

Long Term Incentive Plan (LTIP) award

The award granted in 2023 is due to vest in June 2026. The award has

two performance measures: EPS (compound annual growth over three

years), and relative Total Shareholder Return (TSR) (vs FTSE 350

excluding investment trusts). The Company’s CAGR EPS and TSR

performance did not meet the minimum required threshold performance

and as such there will be an overall nil vesting for the FY24 LTIP award.

Annual Statement from the Chair

of the Remuneration Committee

GOVERNANCE REPORT

121

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION COMMITTEE REPORT CONTINUED

The Committee is comfortable that actions taken on pay during

the year across the Company were appropriate and balanced the

interests of all stakeholders and that the Remuneration Policy

operated as intended.

Looking ahead

In FY27, there is continued focus on setting targets that are

appropriate, support our business strategy and drive clarity

and simplicity.

DIRECTORS’ REMUNERATION POLICY FOR FY27

The Committee considered the implementation of remuneration for

FY27. In doing so, it took into account the alignment of performance

metrics with the Group’s strategic priorities and the broader

approach to pay across the organisation. As a result of this review,

the Committee has made minor adjustments to the strategic bonus

measures and intends to grant LTIP awards at the normal maximum

level permitted under the Policy. Further details are given below.

The Committee and management will continue to operate the Policy

diligently and with restraint where necessary, as we have done in

relation to the current Policy.

IMPLEMENTATION OF THE POLICY IN FY27

Salary and fees

In FY27, both the Executive Directors will receive a salary increase

of 3% in line with the broader workforce, increasing Ije Nwokorie’s

salary from £650,000 to £669,500 and Giles Wilson’s salary from

£499,550 to £514,536.

The fees for the Chair of the Board and the Non-Executive Directors

will also increase by 3%; see page 135 for details.

Global Bonus Scheme (GBS)

The maximum annual bonus payable under the GBS is 200% of

salary for the CEO and 150% of salary for the CFO. For FY27, to

ensure the Executive Team is focused on delivering sustainable and

profitable growth, the weighting on financial measure will remain

at 70% and the remaining 30% will be equally split across strategic

objectives, focused on consumer, organisation and sustainability.

The targets for the annual bonus will be disclosed retrospectively

in next year’s Remuneration Report. The Committee is comfortable

that the targets reflect our business priorities and will be

appropriately stretching.

Long Term Incentive Plan (LTIP)

The Committee has reviewed the LTIP grant level for FY27. The

Committee remains keen to ensure that there is a strong alignment

between Executive Director and shareholder interests, and to

support the return of Dr. Martens to long-term sustainable growth.

Accordingly, the Committee intends to grant the FY27 LTIP award

at the normal policy maximum of 300% of salary, although the share

price will continue to be monitored up until the grant date and the

Committee may consider scaling back the award should the share

price be significantly lower than the grant price in 2025. Awards will

remain subject to stretching underlying EPS (33.3%), relative TSR

targets (33.3%) and free cash flow conversion (33.3%). For full

details see page 134.

WORKFORCE ENGAGEMENT

As part of our continued employee listening initiatives, I spoke in

depth to employees on our approach to executive remuneration,

in particular to explain how it aligns with Company strategy and

our reward philosophy and principles. In the form of a ‘fireside chat’,

we found this informal approach encouraged an open forum for

discussion and questions, giving us very useful insight and feedback.

Following feedback from employees we have introduced greater

flexibilityintoourallemployeeshareplan,enablingpeopletojoinat

any point in the year rather than just during a single enrolment window,

aswellasofferingthepossibilitytostoporamendcontributionlevels.

We plan to continue this approach to workforce engagement as we

look to review the Remuneration Policy during FY27.

Outside core remuneration listening, we see all forms of employee

engagement and listening as an important and fundamental part

of how we do business. See pages 110 and 111 for more details.

PAY AND BENEFITS FOR THE WIDER DR. MARTENS TEAM

Dr. Martens’ culture and remuneration philosophy is aligned across

the business. We offer a comprehensive package of base pay and

benefits for all employees.

The average pay increase was 3.8% of salary across our wider head

office workforce for the period ended 29 March 2026.

We remain committed to protecting and enhancing the brand for

the future and we will continue to do this through encouraging share

ownership across all levels of the business, to foster a sense of

Company ownership and long-term investment among employees.

We believe that all employees should have the ability to have a stake

in the business and to share in our success. During the year we

reviewed our global share purchase plan and have approved

changes to the scheme, enabling employees to join the scheme

at any point in the year, rather than just during an annual invitation

window. Where local regulations allow, all employees are able to

buy shares from their income which the Company matches on a

1:1 basis. We have been very pleased with the take-up, with c.25%

of employees becoming shareholders under this scheme alone.

DIVERSITY, EQUITY AND INCLUSION

Dr. Martens has strong female representation across all areas of the

business, which we see reflected in all pay quartiles. The Company’s

latest Gender Pay Gap Statement (for the snapshot period to 5 April

2025) can be found on the Dr. Martens corporate website and details

of our gender balance on the Board and the Executive Team can be

found on page 91.

FurtherinformationaboutourDE&Icommitmentsissetoutinthe

Strategic Report on page 47.

SHAREHOLDER ENGAGEMENT

The Committee consults with its larger shareholders on executive

pay matters, when considered appropriate. There were no significant

changes in the implementation of the Remuneration Policy for FY26,

so no formal consultation took place during the year. I am always

happy to make myself available to shareholders to discuss any

concerns or feedback they may have.

On behalf of the Committee, we look forward to receiving your

support at the AGM on 15 July 2026.

LYNNE WEEDALL

CHAIR OF THE REMUNERATION COMMITTEE

19 MAY 2026

122

DR. MARTENS PLC ANNUAL REPORT 2026

£0k £500k £1,000k £1,500k £2,000k £2,500k £0k £500k £1,000k £1,500k £2,000k £2,500k

59%

£1,167k

100%

£686k

51%

£1,336k

35%

41%

49%

65%

£1,986k

FY26 Actual

Minimum

Target

Maximum

IJE NWOKORIE, CEO

66%

£819k

100%

£541k

59%

£916k

42%

34%

41%

58%

£1,291k

GILES WILSON, CFO

PERFORMANCE SNAPSHOT

GLOBAL BONUS SCHEME PERFORMANCE

Measure

Weighting

of the bonus

Result

achieved

Achievement

(out of a maximum 100%)

Payout as a % of

total bonus

Financial performance Adjusted PBT 70% £55m 26% 18%

Strategic objectives

Consumer (NPS)

10% 81.8% 100% 10%

Organisation (engagement) 10% 74% 40% 4%

Sustainability 10% On target 50% 5%

Formulaic outcome

37%

Final outcome

37%

1. For any strategic measures to pay out, a threshold level of PBT had to be achieved.

TIME HORIZONS FOR REMUNERATION ELEMENTS

Year 1 Year 2 Year 3 Year 4 Year 5

Fixed pay

Salary, pension

and benefits

Global Bonus Scheme

(recovery provisions apply)

66.7% cash 33.3% shares

LTIP (malus and clawback

provisions apply)

Performance period Holding period

IMPLEMENTATION FOR FY27

Base salary 3% increase for the CEO, 3% increase for the CFO

+ CEO – £669,500

+ CFO – £514,536

Benefits Car allowances have been removed for new hires

Pension 5% of salary (in line with the wider workforce)

Global Bonus Scheme (GBS) + Maximum opportunity:

– CEO – 200% of salary

– CFO – 150% of salary

+ Subject to PBT (70%) and strategic objectives (30%)

+ 33.3% deferred into shares for two years

LTIP + Grants for Executive Directors in June 2026: 300% of salary

+ Subject to EPS (33.3%), cash conversion (33.3%) and relative TSR (33.3%)

+ Two-year holding period applies

Shareholding guidelines 300% of salary (to be held for two years post-employment)

Chair and Non-Executive Directors 3% increase in fees

REMUNERATION REPORT

At a glance

Fixed pay Global Bonus Scheme LTIP

GOVERNANCE REPORT

123

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

This part of the Directors’ Remuneration Report sets out a summary

of the Remuneration Policy approved by shareholders at the 2024

AGM and effective from 11 July 2024. The full Remuneration Policy

is available in the 2024 Annual Report, which can be accessed at

www.drmartensplc.com.

The Remuneration Policy has been designed to encourage long-

term sustainable growth and provide market-competitive overall

remuneration for the achievement of stretching performance targets

aligned to the business strategy.

DECISION-MAKING PROCESS FOR DETERMINATION,

REVIEW AND IMPLEMENTATION OF THE POLICY

The Committee is responsible for the development, implementation

and review of the Directors’ Remuneration Policy. In addressing

this responsibility, the Committee works with management and

external advisers to develop proposals and recommendations.

The Committee considers the source of information presented to it,

takes care to understand the detail and ensures that independent

judgement is exercised when making decisions. The Remuneration

Committee works alongside other Board Committees as needed.

The Committee reviews the Policy and its operation to ensure

it continues to support and reward the Executive Directors for

achieving the business strategy, both operationally and over the

longer term. It reviews the structure and quantum of rewards

and takes into account the Code, market practice, shareholder

views and the views of institutional investors and investor

representative bodies. The Committee also considers the

remuneration arrangements, policies and practices for the

workforce as a whole which it reviews as part of its annual agenda.

The Policy’s operation is considered annually for the year ahead,

including metrics for incentives, weightings and targets. The

Committee reviews the Policy’s operation for the prior year and

considers whether, in light of the strategy, changes are required

for the coming year. Targets for the GBS and LTIP awards are also

reviewed to determine whether they remain appropriate or need

to be recalibrated. It is the Committee’s policy to engage with and

seek feedback from shareholders as appropriate, depending on

the changes proposed.

CONSIDERATION OF EMPLOYMENT CONDITIONS

ELSEWHERE IN THE GROUP

The Company provides a market-competitive package to all

employees with additional reward through incentive payments linked

to the achievement of stretching performance targets. This reward

philosophy applies to all levels of the business. In view of the greater

potential remuneration, the Executive Directors have a greater

proportion of their pay at ‘risk’ and subject to payment in shares,

deferral and holding periods. The Committee takes into account

general workforce remuneration and related policies, and the

alignment of incentives and rewards with culture when setting and

operating the Policy for Executive Directors’ remuneration. The

Committee also receives regular updates on any changes to wider

Company remuneration policy.

During the year I engaged with our wider workforce to share our

approach to executive remuneration, explain how it aligns with

Company strategy and invite comments, questions and input.

Employees invited to these forums are selected at random.

Feedback from the employee session was considered as part

of the annual review of the Remuneration Policy.

The Committee also receives updates on the remuneration structure

throughout the Company, with salary and bonus reviews each year. In

setting remuneration for the Executive Directors, the Committee takes

note of the overall approach to rewards for employees in the Company

and is satisfied that the decisions made in relation to Executive

Directors’ pay are made with an appropriate understanding of the

outcomes for the wider workforce.

CONSIDERATION OF SHAREHOLDER VIEWS

In considering the operation of the Remuneration Policy, the

Committee takes into account the published remuneration guidelines

and specific views of shareholders and proxy voting agencies.

The Committee will consult with the Company’s larger shareholders,

where considered appropriate. As part of the FY24 Policy renewal

process the Committee Chair consulted with major shareholders,

as well as proxy voting bodies and shareholder advisory groups.

Furthermore, the Committee will consider specific concerns or

matters raised at any time by shareholders on remuneration.

Directors’ Remuneration Policy

124

DR. MARTENS PLC ANNUAL REPORT 2026

POLICY DETAILS BY REMUNERATION ELEMENT

PAY ELEMENT

AND PURPOSE OPERATION OPPORTUNITY

PERFORMANCE METRICS,

WEIGHTING AND ASSESSMENT

Base salary

Provide a base level of

remuneration to help

us acquire, retain and

engage top talent

Salaries are generally reviewed annually

and any changes are normally effective

from the beginning of the financial year.

The review will take into account several

factors including (but not limited to):

+ The Director’s role experience and skills

+ The remuneration policies, practices

and philosophy of the Company

+ Pay conditions in the Group

+ Business performance

+ Market data for similar roles and

comparable companies

+ The economic environment

Having been set based on relevant factors,

base salaries will normally increase no

more than the average increases made

to the wider workforce.

Higher increases may be permitted where

appropriate, for example where there

is a change to role or there is additional

responsibility or complexity.

None

Benefits

To provide a market-

competitive level of

benefits based on the

market in which the

Executive Director

is employed

The Executive Directors receive benefits

which include, but are not limited to, family

private health cover, life assurance cover

and car allowance, although they can

include any such benefits that the

Committee deems appropriate.

The Remuneration Committee retains

the discretion to be able to adopt other

benefits including (but not limited to)

relocation expenses, tax equalisation

and support in meeting specific costs

incurred by Directors.

Any reasonable business-related

expenses can be reimbursed, including

the tax thereon, if determined to be a

taxable benefit.

The maximum will be set at the cost

of providing the benefits described.

None

Pensions

To provide

market-competitive

retirement benefits

Contribution to the Group Pension Plan

or a cash allowance in lieu of pension.

Pension contribution in line with the

rate applicable for the majority of the

UK workforce (currently 5% of salary).

None

Global Bonus Scheme (GBS)

To reward annual

performance against

financial and non-financial

KPIs and to encourage

long-term sustainable

growth and alignment with

shareholders’ interests

through payment in shares

The Remuneration Committee will normally

determine the GBS payable after the year

end, based on performance against targets.

No more than two-thirds of the GBS will be

paid out in cash after the end of the financial

year. The remaining amount will be used

to purchase shares which the Executive

Director is required to hold for two years.

Malus and clawback provisions will apply

up to the date of the GBS determination

and for three years thereafter.

The maximum GBS opportunity for

the Executive Directors is as follows:

CEO – 200% of base salary.

CFO – 150% of base salary.

GBS payouts are determined based on

the satisfaction of a range of key financial

and strategic objectives set by the

Remuneration Committee.

The majority of the performance measures

will be based on financial performance.

Performance measures will be set each

year in line with Company strategy.

No more than 10% of the relevant portion

of the GBS is payable for delivering a

threshold level of performance, and no

more than 50% is payable for delivering

a target level of performance (where the

nature of the performance metric allows

such an approach).

The Remuneration Committee has the

discretion to adjust the formulaic GBS

outcome if it believes that such outcome

is not a fair and accurate reflection of

business performance.

GOVERNANCE REPORT

125

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

PAY ELEMENT

AND PURPOSE OPERATION OPPORTUNITY

PERFORMANCE METRICS,

WEIGHTING AND ASSESSMENT

Long Term Incentive Plan (LTIP)

To encourage long-term

sustainable growth and

to provide alignment with

shareholders’ interests

Awards can be granted in the form of

conditional shares or nil-cost options.

Awards will vest at the end of a performance

period of at least three years, subject to

the satisfaction of performance conditions

and provided that the Executive Director

remains employed by the Group.

The net of tax number of shares that vest

will be subject to an additional two-year

holding period, during which the shares

cannot be sold.

An additional payment, normally in shares,

may be made equal to the value of

dividends which would have accrued on

vested shares.

Malus and clawback provisions will apply

for three years post vesting.

The normal maximum award level will be

300% of salary per annum, based on the

face value of shares at grant.

If exceptional circumstances arise,

including (but not limited to) the recruitment

of an individual, awards may be granted up

to a maximum of 400% of salary.

Awards will be subject to a combination

of long-term measures which are aligned

to the business strategy and shareholder

experience and may include financial

metrics (such as EPS), shareholder

value metrics (such as TSR), and ESG

or strategic objectives.

At least half of the award will be

subject to financial and/or shareholder

return measures.

The Committee will have discretion to

set different measures and weightings

for awards in future years to best support

the strategy of the business at that time.

Threshold performance under each metric

will result in no more than 25% of that

portion of the award vesting.

The Remuneration Committee has the

discretion to adjust the formulaic outcome

of the LTIP if the Committee believes that

it is not a fair and accurate reflection of

business performance.

All-employee share plans

To provide alignment with

Group employees and to

promote share ownership

The Executive Directors may participate

in any all-employee share plan operated

by the Company.

Participation will be capped by the HMRC

limits applying to the respective plan.

None

Shareholding requirement

To provide alignment with

shareholders’ interests

During employment

Executive Directors are required to build

up and retain a shareholding equivalent

to 300% of their base salary.

Until the shareholding requirement is met,

Executive Directors will be required to

retain 50% of the net of tax shares they

receive under any incentive plan.

Post-employment

Any Executive Director leaving the

Company will be expected to retain the

lower of the shares held at cessation of

employment and shares to the value of

300% of salary for a period of two years.

300% of salary. None

Non-Executive Directors

To provide an appropriate

fee level to attract and

retain Non-Executive

Directors and to

appropriately recognise

the responsibilities and

time commitment

Non-Executive Directors are paid a base

fee and additional fees for acting as Senior

Independent Director and as Chair of Board

Committees (or to reflect other additional

responsibilities and/or additional/

unforeseen time commitments).

The Chair of the Board receives an

all-inclusive fee.

Neither the Chair of the Board nor the

Non-Executive Directors participate

in any incentive plans.

Fees are reviewed annually.

The fee for the Chair of the Board

is set by the Remuneration Committee

and the Non-Executive Directors’ fees

are set by the Board (excluding the

Non-Executive Directors).

In general, fee level increases will

be no higher than the average rise in

salaries for the rest of the workforce.

The Company will reimburse any

reasonable expenses incurred

(and related tax if applicable).

None

NOTES TO THE REMUNERATION POLICY TABLE

MALUS AND CLAWBACK

The Committee may, at any time in the period ending on the third anniversary of the Release Date of an LTIP award or GBS payment,

determine that malus and/or clawback provisions apply in the following circumstances: (i) material financial misstatement; (ii) significant

reputational damage; (iii) negligence or gross misconduct by a participant; (iv) fraud effected by or with the knowledge of a participant;

(v) material corporate failure or failure of risk management; or (vi) where awards were granted or vested based on erroneous or misleading

data. There are robust mechanisms in place to ensure that these provisions are enforceable, and none were used in FY26.

126

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION SCENARIOS FOR EXECUTIVE DIRECTORS

The charts below give an indication of the level of total annual remuneration that would be received by the current Executive Directors

in accordance with the Policy in respect of minimum pay (fixed pay), on-target and maximum performance based on assumptions set

out below. The charts are based on the policy maximum for both GBS and LTIP for illustrative purposes.

IJE NWOKORIE, CEO GILES WILSON, CFO

Fixed pay GBS LTIP LTIP value with 50% share price growth

£0k £1,000k £2,000k £3,000k £4,000k £5,000k £6,000k £0k £1,000k £2,000k £3,000k £4,000k

Maximum with

share price increase

Maximum

Target

Minimum

14%

26%

40%

20%

17%

33%

50%

30%

100%

£5,058k

£4,054k

£2,380k

£706k

28%

42%

15%

21%

43%

21%

19%

27%

54%

32%

100%

£3,644k

£2,873k

£1,715k

£557k

23%

45%

Minimum: Comprises fixed pay only based on FY27 base salaries, FY27 benefits and a 5% Company pension contribution.

Target: Fixed pay plus 50% of the maximum FY27 GBS (100% of salary for the CEO and 75% of salary for the CFO) and 50% LTIP vesting

(150% of salary for the CEO and CFO).

Maximum: Fixed pay plus 100% of the maximum FY26 GBS (200% of salary for the CEO and 150% of salary for the CFO) and 100%

LTIP vesting (300% of salary for the CEO and CFO).

Maximum with share price increase: The same as Maximum but assumes 50% share price growth on the LTIP award.

SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

The Executive Directors have a service contract requiring nine months’ notice of termination from either party as shown below:

Executive Director

Date of

appointment

Date of

current contract

Notice from

the Company

Notice from

the individual

Unexpired period

of service contract

Ije Nwokorie 6 January 2025 27 November 2024 9 months 9 months Rolling

Giles Wilson 13 May 2024 14 November 2023 9 months 9 months Rolling

CHAIR AND NON-EXECUTIVE DIRECTORS

The Chair of the Board and Non-Executive Directors have letters of appointment with the Company. In line with market practice, there

is typically an expectation for Non-Executives to serve two three-year terms but they may be invited by the Board to serve an additional

period, subject to annual re-appointment at the AGM. Appointments are terminable by either party on three months’ written notice.

The appointment letters provide that no compensation is payable on termination, other than accrued fees and expenses.

The table below details the letters of appointment for each Non-Executive Director.

Non-Executive Directors

Date of

appointment

Date of current letter

of appointment

Notice from

the Company

Notice from

the individual

Paul Mason 5 January 2021 9 January 2021 6 months 6 months

Lynne Weedall 11 January 2021 8 January 2021 3 months 3 months

Ian Rogers 11 January 2021 25 November 2020 3 months 3 months

Robyn Perriss 11 January 2021 8 January 2021 3 months 3 months

Tara Alhadeff 5 January 2021 9 January 2021 N/A 3 months

Andrew Harrison 1 May 2023 27 March 2023 3 months 3 months

Robert Hanson 26 March 2025 11 February 2025 3 months 3 months

Benoit Vauchy 26 March 2025 11 February 2025 3 months 3 months

1. CopiesofNon-ExecutiveDirectors’lettersofappointmentareavailableforinspectionattheCompany’sregisteredoffice.

EXTERNAL APPOINTMENTS

With the approval of the Board, Executive Directors may accept one external appointment as a non-executive director and retain the fees.

GOVERNANCE REPORT

127

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

Remuneration Committee

ROLE AND RESPONSIBILITIES

The role of the Remuneration Committee is to determine and establish a Remuneration Policy for the Executive Group and to oversee

the remuneration packages for those individuals. When determining remuneration arrangements, the Committee must review workforce

remuneration and related policies and the alignment of incentives and rewards with culture and take these into account when determining

remuneration of the Executive Group. Further details on the roles and responsibilities of the Committee are disclosed in the terms of

reference which can be found on the Company’s corporate website: www.drmartensplc.com.

REMUNERATION COMMITTEE MEMBERSHIP AND MEETINGS

During the year the Remuneration Committee comprised Lynne Weedall (Chair), Robyn Perriss and Andrew Harrison, all of whom are

Independent Non-Executive Directors. The Committee met a total of four times during the period ended 29 March 2026. The number

of meetings attended out of the possible maximum for each of the members of the Committee is set out on page 90 and included in the

Annual Report on Remuneration by reference.

KEY ACTIVITIES DURING THE YEAR

Key actions and areas of review by the Committee during the year included:

+ Approved the remuneration arrangements for the Executive Directors

+ Determined the remuneration arrangements for the Executive Team

+ Reviewed and approved the GBS outcome for the Executive Directors and the wider workforce

+ Approved the GBS and LTIP measures and targets for FY26 awards, ensuring that performance measures align with our strategy

and that targets are stretching and incentivising against the wider global economic challenges that we face

+ Monitored performance for the inflight GBS and LTIP awards

+ Reviewed shareholdings against share ownership requirements for the Executive Team

+ Reviewed remuneration and related policies relating to the wider workforce

EXTERNAL ADVISERS

The Committee receives independent advice from Korn Ferry, who were appointed in June 2020 by the pre-IPO Remuneration Committee,

following a tender process. The Committee is satisfied that Korn Ferry remains independent of the Company and that the advice provided

is impartial and objective. Korn Ferry is a signatory to the Remuneration Consultant Group’s Code of Conduct which sets out guidelines to

ensurethatanyadviceisindependentandfreeofundueinfluence,detailsofwhichcanbefoundatwww.remunerationconsultantsgroup.com.

During the year, Korn Ferry did not provide any other services to the Group. The total fees paid to Korn Ferry for Committee advice in FY26

were £48,939 and were charged on a time and materials basis. The Committee’s advisers attend Committee meetings as required and

provide advice on remuneration for executives, analysis of the Remuneration Policy and regular market and best practice updates. The

advisers report directly to the Committee Chair.

STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING

At the 2025 AGM Dr. Martens’ shareholders were asked to approve the 2025 Directors’ Remuneration Report. The Directors’ Remuneration

Policy was last approved by shareholders at the 2024 AGM. The votes received are set out below:

2025 AGM (10 July 2025) Nature of vote Votes for % Votes against % Votes total Votes withheld

Approve the 2025

Directors’ Remuneration

Report (excluding the

Remuneration Policy) Advisory 782,786,026 99.59 3,213,373 0.41 785,999,399 475,436

2024 AGM (11 July 2024) Nature of vote Votes for % Votes against % Votes total Votes withheld

Approve the

Directors’ Remuneration

Policy Binding 784,540,438 99.18 6,484,634 0.82 791,025,072 34,102

Annual Report on Remuneration

128

DR. MARTENS PLC ANNUAL REPORT 2026

SINGLE TOTAL FIGURE OF REMUNERATION FOR THE FINANCIAL PERIOD ENDED 29 MARCH 2026 (AUDITED)

The following table sets out the total remuneration for Executive and Non-Executive Directors for the 52 weeks ended 29 March 2026.

All figures shown

in £000

Salary

and fees Benefits

Pension

Other

Total fixed

remuneration

GBS

(annual bonus) LTIP

Total variable

remuneration Total

FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25 FY26 FY25

Ije Nwokorie

650 151 3 1 32 8 2 0 687 160 481 143 – – 481 143 1,168 303

Giles Wilson 499 432 17 73 25 22 2 863 543 1,390 277 307 – – 277 307 820 1,697

Paul Mason 342 342 – – – – – – 342 342 – – – – – – 342 342

Lynne Weedall 101 101 – – – – – – 101 101 – – – – – – 101 101

Ian Rogers 68 68 – – – – – – 68 68 – – – – – – 68 68

Robyn Perriss 96 96 – – – – – – 96 96 – – – – – – 96 96

Tara Alhadeff

– – – – – – – – – – – – – – – – – –

Andrew Harrison 68 68 – – – – – – 68 68 – – – – – – 68 68

Robert Hanson

68 1 – – – – – – 68 1 – – – – – – 68 1

Benoit Vauchy

– – – – – – – – – – – – – – – – – –

Notes to the table

1. Benefitsrepresentthetaxablevalueofbenefitspaid.IjeNwokorie’sbenefitsincludedfamilyprivatehealthcover.InFY26,GilesWilson’sbenefitsincludedfamilyprivatehealth

coverandcarallowance.InFY25,hisbenefitsalsoincludedarelocationallowanceandthecostofremovalexpenses,asagreedaspartofhisrecruitmentpackage.

2. Executive Directors receive a cash in lieu of pension contribution of 5% of salary (in line with the wider workforce).

3. This relates to the value of the matching and dividend shares awarded under the terms of the Share Incentive Plan known as Buy As You Earn (BAYE). In FY26, both Ije Nwokorie

and Giles Wilson received 2,489 matching shares. For Giles Wilson, in FY25, this also includes the cash compensation for loss of LTIP and bonus from his previous employer as

disclosed in the FY24 Directors’ Remuneration Report.

4. IjeNwokoriewasappointedChiefExecutiveOfficeron6January2025.

5. TaraAlhadeff,arepresentativeofPermira,receivesnofeesforherroleasNon-ExecutiveDirector.

6. Robert Hanson joined the Board on 26 March 2025; his FY25 fees have been pro-rated accordingly.

7. Benoit Vauchy, a representative of Permira, receives no fees for his role as Non-Executive Director.

GLOBAL BONUS SCHEME (AUDITED)

The maximum Global Bonus Scheme opportunity for FY26 was 200% of salary for the CEO and 150% for the CFO. The performance

against measures for FY26 is set out below. The bonus was subject to adjusted PBT (70% of maximum) and strategic objectives (30% of

maximum). The strategic element was based on three equally weighted measures: consumer, organisation and sustainability (ESG) targets.

Measure

Threshold Target Stretch

Actual

Achievement

% of maximum

available under

that element

Payout as a

percentage of

total bonusWeighting

10% of

maximum

50% of

maximum

100% of

maximum

Adjusted PBT

70% £53m £58m £64m £55m 26% 18%

Consumer (NPS)

10% 70 75 80 81.8 100% 10%

Organisation (Engagement Index)

10% 71% 75% 77% 74% 40% 4%

Sustainability (ESG)

10% Assessment by the Remuneration Committee On target 50% 5%

Notes

1. Adjusted PBT is calculated at constant currency exchange rates.

2. Consumer–FeedbackfromcustomersurveyspostpurchaseonourUKandUSecommerceplatformswasusedtocalculateourNPSoverthefinancialyear.Of91,405reviews,

78,467 were promoters and 3,690 were detractors, resulting in an NPS score of 81.8, which was above the maximum target.

3. Organisation – In October 2025, all employees were invited to participate in our Employee Pulse Survey. The outcome of this part of the bonus was determined on the responses to

specificquestionsinthesurvey.Forthiselementofthebonustovest,targetswereoriginallysetbasedonthepercentageofindividualswhoprovidedapositiveresponse(strongly

agreeoragree)tofiveengagementquestionsintwoplannedsurveysduringtheyear.Asaresultoforganisationalchanges,onlyonesurveywasconductedandonlythreeofthe

questionswereaskedandsotheCommitteerecalibratedthetargetstoreflectthesechanges,ensuringtheyremainedequallyasstretching.Oursurveyparticipationrateremains

high at 79% (2,588 responses out of a possible 3,285). 74% of employees answered favourably to the three questions, resulting in payment between threshold and target.

4. Sustainability (ESG) – 10% of bonus was based on the development of the circularity strategy, outlining the business plan for recommerce options, including repair and resale

initiatives, to extend the lifespan of our products and minimise our environmental footprint. The strategy was presented to the Board in November 2025 and reviewed by the

Remuneration Committee which assessed that performance was on target and 50% of this element should vest. Further details on the actions we have taken on sustainability can

be found in the Sustainability Report on pages 58 to 76.

Based on performance during FY26, the formulaic outcome of the GBS for Executive Directors is 37% of maximum. This resulted in bonus

payments of £481,000 for Ije Nwokorie and £277,250 for Giles Wilson. One-third of the net bonus payments made to the Executive Directors

will be used to buy shares which will be held for a further two years.

GOVERNANCE REPORT

129

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

LONG TERM INCENTIVE PLAN (LTIP) VESTING DURING THE YEAR (AUDITED)

The award opportunity for the LTIP awards granted in 2023 was 250% of salary for the then CEO. The performance against the measures

is set out below. The LTIP was subject to EPS: compound annual growth over three years (67% of maximum) and relative TSR vs FTSE 350

excluding investment trusts (33% of maximum). The performance period for this award was 1 April 2023 to 31 March 2026.

As the performance targets were not met, the awards will lapse in full.

Measure Weighting

Targets

Actual

Vesting

(% of total award)

Threshold

(25% vesting)

Stretch

(100% vesting)

EPS: compound annual growth over three years 67% 3% p.a. 11% p.a. (42%) 0%

Relative TSR vs FTSE 350

(excluding investment trusts) 33% Median

Upper quartile

or above

Below

median 0%

LTIP GRANTED DURING THE YEAR (AUDITED)

On 16 June 2025, LTIP awards were granted to the Executive Directors.

Executive

Basis of the award

(% of salary) Share price

Number of

shares granted

Face value of the

award at grant date

Threshold vesting

(% of award) Grant date

Vesting date

Ije Nwokorie 300% 74.2p 2,628,032 £1,950,000 25% 16 June 2025 16 June 2028

Giles Wilson 300% 74.2p 2,019,743 £1,498,650 25% 16 June 2025 16 June 2028

1. The share price is based on the mid-market close on the day before the date of grant (16 June 2025).

2. LTIP grants were granted in the form of conditional share awards.

3. Performanceismeasuredoverthreefinancialyearsfrom31March2025to2April2028.

4. An additional two-year holding period applies after the end of the three-year vesting period.

The awards above are subject to the EPS, TSR and operating cash flow targets set out in the table below:

Performance measure Weighting Targets Performance period

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative EPS

33% 14p 22p

31 March 2025 –

2 April 2028

Relative TSR vs FTSE 350

(excluding investment trusts) 33% Median

Upper quartile

or above

Operating cash conversion 33% 70% 100%

1. Underlying earnings per share Is calculated as earnings before exceptional items.

PAYMENTS TO FORMER DIRECTORS (AUDITED)

No payments were made to any former Directors of the Company during the year.

130

DR. MARTENS PLC ANNUAL REPORT 2026

DIRECTOR INTERESTS AND EXECUTIVE DIRECTORS’ SHAREHOLDING REQUIREMENTS (AUDITED)

During employment, Executive Directors are required to build and maintain a shareholding equivalent to 300% of their base salary.

Post-cessation of employment, Executive Directors must retain shares to the value of 300% of salary for a period of two years in

accordance with the Remuneration Policy.

The table below summarises each Director’s current shareholding, including shares subject to a deferral or holding period and performance

conditions, and whether the shareholding requirement has been met.

Director

Beneficially

owned shares on

30 March 2025

Beneficially

owned shares on

29 March 2026

Shares subject to

continued

employment

Unvested shares

subject to

performance

conditions

Shareholding

requirement

(% of salary)

Current

shareholding

(% of salary)

Requirement met

Ije Nwokorie

456,290 1,151,977 1,193,388

3,745,749 300% 111% No

Giles Wilson 195,062 261,661 6,229 4,715,789 300% 33% No

Paul Mason 7,875,000 7,875,000 – – N/A N/A N/A

Lynne Weedall 46,054 46,054 – – N/A N/A N/A

Ian Rogers 0

0 – – N/A N/A N/A

Andrew Harrison 76,594 76,594 – – N/A N/A N/A

Robyn Perriss 99,328 99,328 – – N/A N/A N/A

Tara Alhadeff 0

– – N/A N/A N/A

Benoit Vauchy 0

– – N/A N/A N/A

Robert Hanson 0 200,000 – – N/A N/A N/A

Notes

1. The total number of interests in shares in the Company of the Director including interests of connected persons. This also includes Partnership Shares and dividend shares under

the BAYE and Bonus Shares under the Global Bonus Scheme which are subject to a two-year holding period.

2. This includes BAYE Matching Shares which are subject to continued employment (a forfeiture period of three years) but are not subject to performance conditions.

3. Forthepurposesofcompliancewiththeshareownershipguidelines,onlybeneficiallyownedsharesarecounted.ThisincludesanyPartnershipSharesanddividendsharesunder

theBAYE,andBonusSharespurchasedundertheGlobalBonusPlan.UnvestedsharesintheLTIParenotcounted.Thisfigureiscalculatedusingthebasesalaryon29March

2026, and a share price on 27 March 2026 of 62.4 pence.

4. IjehasRSUawardssubjecttocontinuedemployment,awardedtohimonappointmentasChiefBrandOfficer,inlieuofawardsheforfeitedwhenleavinghispreviousemployer.

TheseawardsarenotsubjecttotheShareholdingRequirementPolicywhereby50%ofthepost-taxnumberofshareshavetoberetaineduntilthespecifiedpercentageofsalary

is met. This exception applies to the RSUs only and all other LTIP awards shall be subject to the Shareholding Requirement Policy. 600,418 of the shares awarded vested in October

2025, and 404,868 vested in April 2026.

5. IanRogers’beneficiallyownedsharesasat30March2025havebeenrestatedfollowingthesaleofsharesinOctober2024.TheCompanywasnotifiedofthetransactionafterthe

period ended 29 March 2026.

6. TaraAlhadeffisaPartneratPermiraAdvisersLLP,andtheynominatedherforappointmenttotheBoard.IngreGrsyLimited(whichiswhollyownedbyPermiraAdvisersLLP)hold

369,942,440 shares in Dr. Martens.

7. Benoit Vauchy is a Partner at Permira Advisers LLP, and they nominated him for appointment to the Board. IngreGrsy Limited (which is wholly owned by Permira Advisers LLP) hold

369,942,440 shares in Dr. Martens.

In the period 30 March 2026 to 19 May 2026, Ije Nwokorie acquired 228,574 shares (after tax and National Insurance) as a result of the

vesting of part of his buyout award in lieu of awards he forfeited when leaving his previous employer (reducing his shares subject to

continued performance by 404,868). In addition to this, Ije acquired 594 shares due to participation in the BAYE plan. As a result, Ije

increased the number of beneficially owned shares by 229,168 shares to 1,381,145 shares. The number of shares subject to continued

employment is now 788,985.

In the period 30 March 2026 to 19 May 2026, Giles Wilson acquired 578 shares due to participation in the BAYE plan. As a result, Giles

increased the number of beneficially owned shares by 578 (Partnership Shares and dividend shares) to 262,239 shares. He also increased

his shares subject to continued employment by 465 (Matching Shares) to 6,694.

GOVERNANCE REPORT

131

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

LTIP AWARDS (AWARDS SUBJECT TO PERFORMANCE CONDITIONS)

Grant date

price at

grant

Type of

award

No of shares

under the

award

31/03/2025

Granted

during the

year

Vested

during the

year

Exercised

during the

year

Lapsed

during the

year

No of shares

under the

award

29/03/2026

End of

performance

period

Ije

Nwokorie

2025

LTIP 14/06/2024 84.1p

Conditional

shares 1,117,717 – – – – 1,117,717 28/03/2027

2026

LTIP 16/06/2025 74.2p

Conditional

shares – 2,628,032 – – – 2,628,032 02/04/2028

Total 1,117,717 2,628,032 – – – 3,745,749

Giles

Wilson

2025

LTIP 14/06/2024 84.1p

Conditional

shares 1,441,736 – – – – 1,441,736 28/03/2027

2025

LTIP

buyout

14/06/2024 84.1p

Conditional

shares 1,254,310 – – – – 1,254,310 28/03/2027

2026

LTIP 16/06/2025 74.2p

Conditional

shares – 2,019,743 – – – 2,019,743 02/04/2028

Total 2,696,046 2,019,743 – – – 4,715,789

1. As explained in the Annual Report and Accounts for FY24, Giles received an LTIP award to replace cash LTIP awards forfeited on leaving his previous employer. The award has the

same performance conditions as the 2025 LTIP.

PERFORMANCE GRAPH AND TABLE

Dr. Martens’ shares began unconditional trading on the London Stock Exchange’s main market on 3 February 2021. The chart below shows

the TSR performance of £100 invested in Dr. Martens from 3 February 2021 (using the offer price of 370p per share) to 29 March 2026

against the FTSE 350 index (excluding investment trusts). The FTSE 350 index is considered an appropriate comparison as Dr. Martens

is a constituent of the index.

£0

£50

£100

£150

£200

Value £ (Rebased)

Dr. Martens FTSE 350

03/02/2021 31/03/2021 31/03/2022 29/03/202631/03/202531/03/202431/03/2023

FY26 FY25 FY24 FY23 FY22 FY21

CEO single total figure total remuneration (£000s)

Kenny Wilson – 1,139 788 773 1,656 259

Ije Nwokorie 1,168 303 – – – –

GBS (as % of maximum opportunity)

Kenny Wilson – 47.3% 0% 0% 65% 75%

Ije Nwokorie 37% 47.3% – – – –

Long-term incentive vesting (as % of maximum opportunity)

Kenny Wilson 0% 0% 0% – – –

Ije Nwokorie – – – – – –

1. FY21 was based on period from admission on 29 January 2021 to 31 March 2021.

132

DR. MARTENS PLC ANNUAL REPORT 2026

CHANGE IN DIRECTORS’ AND EMPLOYEE REMUNERATION

The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the

average percentage change for employees.

Percentage change

in FY25– FY26

Percentage change

in FY24 – FY25

Percentage change

in FY23 – FY24

Percentage change

in FY22-FY23

Percentage change

in FY21-FY22

Salary

Taxable

benefits

Global

Bonus

Scheme Salary

Taxable

benefits

Global

Bonus

Scheme Salary

Taxable

benefits

Global

Bonus

Scheme Salary

Taxable

benefits

Global

Bonus

Scheme Salary

Taxable

benefits

Global

Bonus

Scheme

Ije Nwokorie 0% 1% (10%) N/A N/A N/A 2%

– – 3%

– – 0% – –

Giles Wilson 3% (77%) (10%) N/A N/A N/A – – – – – – – – –

Paul Mason 0% – – 0% – – 2% – – 3% – – 0% – –

Lynne Weedall 0% – – 0% – – 2% – – 3% – – 0% – –

Ian Rogers 0% – – 0% – – 2% – – 3% 0% – –

Robyn Perriss 0% – – 0% – – 2% – – 12%

– – 2.9%

– –

Andrew Harrison 0% – – 0% – – – – – N/A – – N/A – –

Tara Alhadeff – – – – – – – – – – – – – – –

Employees

4,5

3.8% 2% (10%) 6% 1.1% 1,093% 5.8% (17.6%) (23.8%) 7.6% 19.4% (91.3%) 7.0% 34.8% 37.5%

1. InFY21,thesingletotalfigureofremunerationtablewasbasedontheperiodfromadmissionon29January2021to31March2021,whereasinFY22thetablewasbasedonthefull

financialyearending31March2022.Asaresult,thefiguresfortheprioryearareannualisedbasedonthechangeintheactualsingletotalfigureofremunerationforFY22compared

totheannualisedsingletotalfigureofremunerationforFY21forbothDirectorsandemployees.

2. ThepercentagechangeforIjereflectsthechangeinfeesasaNon-ExecutiveDirector.

3. InJanuary2022(FY22),RobynwasappointedtheNon-ExecutiveDirectorresponsibleforemployeeengagementtorepresenttheemployees’voicesattheBoardlevel.Toreflect

the increased time that Robyn is spending on her commitment and responsibilities, the Board introduced an additional fee of £10,000 per annum for this role on 1 January 2022.

4. The average percentage change for employees is calculated with reference to UK-based employees. This population has been selected as it aligns to the group for the CEO pay

ratio and so enables a more meaningful internal comparison. There are no employees, other than Executive Directors, in the listed parent company.

5. InordertoshowamoredirectcomparisontotaxablebenefitsfortheExecutiveDirectors,thebasisforthepercentagechangeintaxablebenefitsforemployeeswasupdatedin

FY25toexcludepayrollallowancespaidtosomeemployeeswhicharenotstrictlyconsideredasbenefits.ThepercentagechangeforFY23–FY24reflectstheremovalofacar

allowancefornewjoinersatexecutivelevel(excludingtheExecutiveDirectors).FromFY24carallowancehasbeenremovedfornewExecutiveDirectors.Thesignificantdecrease

intaxablebenefitsforGilesWilsonbetweenFY25andFY26isduetotherelocationandhousingallowancespaidonrecruitmentandreceivedinFY25whereasFY26taxable

benefitsonlyincludecarallowanceandprivatehealthcarecosts.

CEO PAY RATIO

UK regulations require companies with more than 250 UK employees to publish a ratio to show CEO total pay versus that of their UK

employees. In line with these regulations, we have provided the ratio calculated using Method A determined by the regulations, under

which a single total figure of remuneration is derived for each employee and the quartiles analysed. This method is, in the Committee’s

view, the most comprehensive and accurate reflection of the remuneration picture across our employee population.

Year ended Method Lower quartile Median Upper quartile

29 March 2026 A 39:1 33:1 19:1

30 March 2025 A 51:1 43:1 24:1

31 March 2024 A 31:1 26:1 15:1

31 March 2023 A 32:1 27:1 15:1

31 March 2022 A 77:1 60:1 31:1

31 March 2021 A 76:1 62:1 35:1

The pay for the CEO and the employees at the percentiles is set out below:

£’000s CEO Lower quartile Median Upper quartile

Basic salary 650 26.4 29.8 51.2

Total pay 1,168 29.3 34.8 59.3

The employee pay figures were calculated by reference to and as at the period ended 29 March 2026 using full-time equivalent data for

relevant employees in service as at 29 March 2026. There was no increase to Ije’s salary in FY26 and Ije’s salary is lower than that of the

former CEO. This is the second year in a row that there has been a payment under the bonus scheme, although Ije had no LTIP due to vest,

resulting in a decrease in the ratio compared to FY25.

The Committee is comfortable that the pay ratio shown above is consistent with our pay, reward and progression policies for the Group’s UK

employees as a whole. The CEO’s remuneration package is more heavily weighted towards variable pay than that of the wider workforce,

due to the nature of the role, and means the ratio is likely to fluctuate depending on the performance of the business and the related outturns

of the incentive plans in each year.

GOVERNANCE REPORT

133

DR. MARTENS PLC ANNUAL REPORT 2026

REMUNERATION REPORT CONTINUED

RELATIVE IMPORTANCE OF THE SPEND ON PAY

The table below shows the Group’s expenditure on employee pay compared to distributions to shareholders for the period ended 29 March

2026, compared to FY25:

FY26

£m

FY25

£m % change

Distribution to shareholders 24.6 9.5 159%

Total employees’ pay 130.7 145.4 (10%)

IMPLEMENTATION OF POLICY IN FY27

The section below sets out the planned implementation of the Remuneration Policy in FY27.

EXECUTIVE DIRECTOR REMUNERATION

Base salary

During the year, the Committee reviewed salary increases for the wider workforce, taking into account global rates of inflation, the cost

of living and the need to control our cost base. As a result of the review, the average pay increase for the head office workforce was 3%

of salary. Both Ije and Giles’ salaries were increased by 3%, in line with that of the wider workforce.

Executive Director

Base salaries

FY27 FY26 % change

Ije Nwokorie £669,500 £650,000 3%

Giles Wilson £514,536 £499,550 3%

PENSION AND BENEFITS

Executive Directors will continue to receive a pension contribution of 5% of salary, or cash in lieu, in line with the rate applying to the majority

of the UK workforce. Other benefits include family private health cover, life assurance cover, group income protection and car allowance.

GLOBAL BONUS SCHEME

The maximum GBS opportunity, in line with Policy, is 200% of salary for the CEO and 150% of salary for the CFO.

Performance will be based on adjusted profit before tax (PBT) (weighted 70%) and strategic objectives relating to organisation, consumer

and sustainability (weighted 30% in total, 10% per objective). The Committee considers the disclosure of the precise targets to be

commercially sensitive, but there will be full retrospective disclosure in next year’s Annual Report. The Remuneration Committee has the

discretion to adjust the formulaic GBS outcome if it believes that such outcome is not a fair and accurate reflection of business performance.

One-third of the post-tax GBS awarded will be used to purchase shares, which must be held for two years from the date of acquisition.

Malus and clawback provisions apply as outlined in the Remuneration Policy, from the date of determination of bonus outturn, and for

up to three years thereafter. A three-year period provides an appropriate timeframe for relevant events or issues to be identified that could

justify the application of malus or clawback under the Company’s remuneration arrangements.

LONG TERM INCENTIVE PLAN

The Committee has reviewed the LTIP grant level for FY27. The Committee is keen to ensure that there is a strong alignment between

Executive Director and shareholder interests, and to support the return of Dr. Martens to long-term sustainable growth. Accordingly, the

Committee has determined that the FY27 LTIP award will be granted at the normal policy maximum of 300% of salary.

The Committee has reviewed the performance measures to apply to the LTIP awards granted in FY27. The measures and targets are consistent

with those applied to the FY26 award. The cumulative EPS range, based on the three-year plan, takes into account market expectations over

the next three years and has been chosen to ensure performance in each of the three performance years is considered, rather than focusing on a

finalyeargrowthtarget.TheEPStargetrangeisconsideredtobeevenmorestretchingthantherangesetlastyearduetothechallengingmarket

environmentandtheimpactofcurrencymovements,asnotedelsewhereintheAnnualReport.Thecashflowconversionrangehasbeensetbased

on the three-year plan.

Performance measures Weighting

Targets

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative EPS

33.3% 14p 22p

Relative TSR vs FTSE 350 (exc. investment trusts) 33.3% Median Upper quartile

Operating cash conversion 33.3% 70% 100%

1. Underlying earnings per share is calculated as earnings before exceptional items.

The Committee is comfortable that these targets provide an appropriate level of stretch and represent a strong link between pay and performance.

134

DR. MARTENS PLC ANNUAL REPORT 2026

When assessing the performance outcome, the Remuneration Committee will have the discretion to alter the formulaic vesting if it believes

that it is not a fair and accurate reflection of business performance.

Awards are subject to a two-year post-vesting holding period. Malus and clawback provisions apply for up to three years following vesting.

A three-year period provides an appropriate timeframe for relevant events or issues to be identified that could justify the application of malus

or clawback under the Company’s remuneration arrangements.

NON-EXECUTIVE DIRECTOR REMUNERATION

In line with the CEO and CFO, the Chair and Non-Executive Directors’ fees have been increased by 3% for FY27. The fees are set out in full in

the table below.

Non-Executive Director

Fees

FY27 FY26 % change

Chair of the Board £352,229 £341,970 3%

Non-Executive Director base fee £70,120 £68,078 3%

Senior Independent Director £16,232 £15,759 3%

Audit and Risk Committee Chair’s fee £18,288 £17,755 3%

Remuneration Committee Chair’s fee £17,530 £17,019 3%

Employee Engagement Director £10,821 £10,506 3%

ALL-EMPLOYEE SHARE INCENTIVES

The Executive Directors will be eligible to participate in any all-employee share plan operated by the Company on a consistent basis to other

UK-based employees. Ije Nwokorie and Giles Wilson elected to participate in Your Share, Buy As You Earn (BAYE), an HMRC Approved

SIP, under which participants invest from their gross monthly income into Partnership Shares and receive a 1:1 Matching Share for each

Partnership Share purchased.

APPROVAL

This Remuneration Report was approved by the Board of Directors on 19 May 2026 and signed on its behalf by the Remuneration

Committee Chair.

LYNNE WEEDALL

CHAIR OF THE REMUNERATION COMMITTEE

19 MAY 2026

GOVERNANCE REPORT

135

DR. MARTENS PLC ANNUAL REPORT 2026

Female 67%

Male 33%

Audit and Risk

Committee Report

ROLE OF THE COMMITTEE

To provide independent challenge and oversight of the

accounting, financial and narrative reporting, internal control

processes (including the Group’s material controls), risk

management, the Internal Audit function and the relationship

with the external auditor.

KEY RESPONSIBILITIES

+ Monitoring the integrity of the Group’s Annual Reports and

financial statements and other formal communications relating

to financial performance

+ Reviewing and challenging significant financial reporting

judgements and ensuring the relevance and clarity of disclosures

+ Overseeing the effectiveness of internal controls, including

the Group’s material internal controls in preparation for future

‘Provision 29’ attestation

+ Monitoring and reviewing the adequacy and effectiveness of

the Internal Audit function, the risk management framework

and the internal controls environment

+ Overseeing the effectiveness and independence of the

external auditor, including recommendations to the Board on

appointment and remuneration, and monitoring compliance

with the FRC’s Audit Committees and the External Audit:

Minimum Standard

+ Reviewing fraud prevention, whistleblowing arrangements

and the adequacy of processes to reduce the risk of fraud

and financial impropriety

COMMITTEE EFFECTIVENESS

The Committee’s effectiveness during FY26 was reviewed as

part of the Board’s annual Effectiveness Review. The review

confirmed that the Committee remained effective, with clear

evidence of robust challenge across material reporting and

control matters. Details of the FY26 Board Effectiveness

Review are set out on pages 118 and 119.

PRIORITIES FOR FY27

+ Overseeing the assessment of operating effectiveness of

the Group’s material controls ahead of the first Provision 29

declaration in FY27

+ Monitoring the continued strengthening of IT general controls,

crisis-management processes and the broader technology-control

environment, including the adoption of AI

+ Overseeing Internal Audit’s FY27 plan, including assurance

over material controls, major change initiatives and areas of

heightened risk

+ Continuing to review key accounting judgements, financial

reporting developments (including the adoption of IFRS 18)

and regulatory changes affecting the Group

+ MonitoringtheGroup’sriskprofile,includingcybersecurity,supply

chain, compliance matters and emerging risks as appropriate

“Developing the internal controls

framework and completing the

groundwork for future Provision

29 reporting were central to the

Committee’s work during FY26.”

ROBYN PERRISS

CHAIR OF THE AUDIT AND RISK COMMITTEE

Number of meetings

attended/max number

could have attended:

Robyn Perriss

(Committee Chair)

5/5

Lynne Weedall 5/5

Andrew Harrison 5/5

COMMITTEE COMPOSITION

As at 29 March 2026

COMMITTEE MEMBERS

136

DR. MARTENS PLC ANNUAL REPORT 2026

Dear shareholder,

I am pleased to present the report of the Audit and Risk Committee

(the Committee) for FY26. This year, the Committee continued

to provide oversight of financial and narrative reporting, risk

management and internal controls, with a particular focus on

advancing the development of the material controls framework

and preparing for future Provision 29 reporting, alongside our

broader responsibilities across assurance, financial governance

and risk oversight.

ACTIVITIES IN FY26

During FY26, the Committee oversaw a significant body of work

that strengthened the quality and clarity of financial reporting and

improved visibility over the effectiveness of internal controls. In

addition to our core cycle of detailed annual reviews of the full-

and half-year results, key areas of accounting judgement, external

audit planning and delivery, and the Internal Audit Plan, we received

structured updates on the controls-readiness programme, which

The following highlights summarise the Committee’s key activities

in supporting the Company’s readiness for Provision 29:

Refined the material

controls framework,

narrowing, prioritising

and clustering where

appropriate the control set

in line with principal risks

and external benchmarks.

Reviewed assurance

mapping outputs,

highlighting strengths,

identifying gaps and

overseeing the development

of testing, evidence and

disclosure standards.

Focused challenge

on materiality, ensuring

the framework focused

on material controls and

existential risks versus

lower-order entity-level

controls, with clear

distinctions between

individual controls and

wider processes.

Strengthened oversight

and accountability through

regular, structured updates

and direct engagement with

relevant control owners at

Committee meetings.

Monitored delivery of the

multi-phase readiness

plan, including build-out

of lower-level controls and

preparations for the first

required declaration in the

FY27 Annual Report.

Adapted the Committee’s

forward agenda to embed

a more explicit controls lens

into each meeting to ensure

consistent visibility of the

relevant material controls.

PROVISION 29 PREPARATIONS

PROVISION 29 AND THE MATERIAL

INTERNAL CONTROLS PROGRAMME

A significant area of focus for the Committee this year was

the continued preparation for the Board’s first ‘Provision 29’

declaration due in FY27. Building on regular updates from the

Internal Audit-led working group and input from PwC in their role

as external auditors, the Committee monitored the development

of a strengthened framework for identifying, documenting and

assessing the Company’s material controls, and reviewed

early-stage testing and ownership mapping. We provided challenge

on the scope and methodology supporting the proposed material

controls list, and ensured appropriate governance structures and

escalation routes were in place to underpin future reporting.

This preparatory work has put the Company on a strong footing

ahead of the new disclosure requirements applying from FY27,

strengthening the clarity, ownership and documentation of material

controls beyond traditional risk management functions, and

improving the Committee’s visibility over the quality of control

design and the assurance activities that will support future

attestations. The Committee will continue to oversee the remaining

phases of readiness on behalf of the Board in the year ahead.

Insights from this programme informed the Committee’s

wider work on Internal Audit oversight, technology controls,

crisis-management resilience and the year-end assessment

of internal control effectiveness, and are referenced in those

sections of this year’s Audit and Risk Committee Report.

Further details regarding the Committee’s activities to prepare

for Provision 29 reporting are set out in the adjacent box.

informed the Committee’s challenge and oversight on behalf of the

Board in relation to the Board’s ‘Provision 29’ attestation, including

ownership, evidence expectations and alignment to principal risks.

A summary of the range of matters the Committee considered during

the year is set out in the ‘key activities’ timeline on page 140, with

further detail on specific topics provided in the sections that follow.

FRC REVIEW OF FY25 REPORTING

During the year, the Board received notification that the FRC’s

Corporate Reporting Review team had selected the Company’s

FY25 Annual Report and Accounts for review under Part 2 of its

Operating Procedures. The FRC raised no substantive queries

and provided only limited observations, which were considered

in preparing the FY26 Annual Report. Their review related solely

to the FY25 Annual Report and did not provide assurance over its

accuracy; the FRC’s role is to consider compliance with reporting

requirements rather than verify underlying information.

GOVERNANCE REPORT

137

DR. MARTENS PLC ANNUAL REPORT 2026

CRISIS MANAGEMENT

The Committee oversaw further strengthening of the Group’s

crisis-management and resilience capabilities during FY26.

We reviewed updates on incident-response processes,

business-recovery planning and minimum-viable-systems work,

and provided challenge on readiness, escalation routes and

cross-functional coordination. This work supported the broader

enhancement of the internal controls environment and ensured

that operational-resilience activities remained aligned with the

developing controls framework.

SUSTAINABILITY

The Committee also reviewed sustainability-related reporting and

risk matters, including updates to the UK Sustainability Reporting

Standards. We additionally considered assurance work undertaken

by Internal Audit over sustainability-related controls and disclosures,

which supported the Committee’s oversight of narrative reporting

and helped ensure that sustainability information remained

accurate, balanced and aligned with evolving expectations.

INTERNAL AUDIT PROGRAMME

The Committee received regular reporting throughout the year from

the Internal Audit function, covering the delivery of the Internal Audit

Plan, risk management work and assurance over key programmes.

Internal Audit played a central role in the preparations for

Provision 29 reporting, coordinating the definition and development

of the material controls framework, shaping assurance expectations

and supporting management in strengthening underlying controls.

This added substantial discipline to the design and assessment of

controls and provided the Committee with early visibility of control

maturity across the business.

Internal Audit’s work continued to provide the Committee with

independent assurance and insight during the year, covering

financial controls, technology contingency planning and the

governance of major change initiatives. The Committee reviewed

Internal Audit’s reports and the status of related management

actions, and used the insights to inform its oversight of the internal

controls programme. Further details on Internal Audit activity and

effectiveness are provided on page 145.

FY26 AUDIT

I am pleased to report that the FY26 audit was delivered to a high

standard, with PwC providing focused challenge on the areas of

judgement and risk. Now in their fourth year as our auditor, PwC’s

familiarity with the business enabled a more targeted and efficient

audit cycle, supporting clear debate and prompt resolution of key

matters. Their work also contributed to clear progress in strengthening

our internal controls environment, including enhancements to IT

general controls and preparatory activity for our forthcoming

Provision 29 reporting.

During the year, the Committee also reviewed and approved

a proposal to discontinue the formal half-year review usually

undertaken by PwC. In reaching this decision, leadership and the

Committee considered the strength of internal financial controls,

the enhanced visibility provided by the developing material controls

framework, the robustness of the half-year reporting processes

and the likely impact on the full-year audit. Having done so, we

were satisfied that these arrangements continued to provide an

appropriate level of assurance and that removing the half-year

review would not diminish the quality or reliability of the Company’s

interim disclosures.

Further detail on the Committee’s oversight of the external audit

and its assessment of PwC’s effectiveness in FY26 is set out on

page 144, and PwC’s Independent Auditor’s Report is available

on page 154.

FAIR, BALANCED AND UNDERSTANDABLE

As part of its responsibilities for supporting the Board’s fair, balanced

and understandable assessment, the Committee reviewed the FY26

Annual Report alongside management and PwC, focusing on the

clarity and consistency of narrative and financial disclosures.

Further details on this process can be found on page 144. This work

ensured the Board had an appropriate basis on which to make its

statement on page 151.

AREAS OF ACCOUNTING FOCUS AND GOING CONCERN

AND VIABILITY

Oversight of significant accounting judgements and the Group’s

going concern and viability assessments was part of the

Committee’s work during the year. The Committee reviewed and

challenged management’s judgements in the preparation of the

financial statements, with particular attention given to those areas

involving greater estimation uncertainty or management discretion,

and to ensuring that the resulting disclosures were clear, balanced

and appropriate for shareholders.

The Committee also reviewed the going concern and viability

assessments, including the assumptions underpinning forecasts, the

severity and plausibility of stress scenarios, and their linkage to the

principal risks facing the business. Having done so, the Committee

wassatisfiedthatthejudgementsappliedwereappropriateandthat

the related disclosures, read alongside the notes to the financial

statements, provided a fair and balanced explanation of the Group’s

financialposition,performanceandprospects.

FUTURE PRIORITIES

Looking ahead to FY27, the Committee will focus on assessing the

operating effectiveness of the Group’s material controls ahead of

the Board’s first Provision 29 declaration. It will also continue to

overseeandchallengeleadership’sidentificationofcriticalsystems

and the minimum viable set required to maintain essential business

operations. In particular, the Committee will focus on ensuring

that recovery processes are well established, failover testing is

successfully completed and crisis-management simulations are

regularly undertaken. This will support ongoing oversight of cyber

security as an enterprise-wide risk, rather than one that resides

solely within the IT function.

ROBYN PERRISS

CHAIR OF THE AUDIT AND RISK COMMITTEE

19 MAY 2026

AUDIT AND RISK COMMITTEE REPORT CONTINUED

138

DR. MARTENS PLC ANNUAL REPORT 2026

The following sections set out the work of the Committee

in FY26, covering:

+ How the Committee operates and its key activities in FY26,

together with progress in the priority areas identified in the

FY25 Annual Report

+ Financial and narrative reporting, including significant

judgements, going concern, viability and the fair, balanced

and understandable assessment

+ Internal controls and risk management, including technology

resilience and crisis-management oversight

+ Delivery of the FY26 Internal Audit programme and leadership

of the material controls work

+ External audit planning, delivery and the Committee’s

effectiveness assessment of PwC

+ Fraud, whistleblowing and compliance activity

FOLLOW-UP ON FY26 PRIORITIES – AT A GLANCE

In our FY25 Audit and Risk Committee Report, we set out

a number of priority focus areas for the Committee in FY26.

The table to the right outlines the actions taken and progress

made against those commitments:

Governance

ROLE AND MEMBERSHIP OF THE COMMITTEE

Details of the Committee’s composition, role and the range of

responsibilities within its remit are set out on page 136. More details

on these, along with the Committee’s terms of reference, are available

at www.drmartensplc.com. Following a review during FY26, the

Committeeapprovedamendmentstomoreclearlyreflectitsroleand

responsibilities in respect of oversight of material internal controls.

COMPETENCE AND SKILLS OF THE COMMITTEE

The Committee continued to have an appropriate balance of

financial, commercial and governance experience. The Board

confirmed that Robyn Perriss, a Chartered Accountant, former

FTSE 100 Finance Director and experienced audit committee chair,

meetstherequirementforrecentandrelevantfinancialexperience.

Experience and qualifications of each member of the Committee

p.96 to 99

CHAIR OF THE COMMITTEE

As Committee Chair, Robyn Perriss set the agenda, ensured

sufficient time for discussion of key matters and maintained open

lines of communication with management, Internal Audit and the

external auditor.

RECENT AND RELEVANT FINANCIAL EXPERIENCE

The Board reaffirmed that Robyn Perriss possesses recent and

relevant financial experience for the purposes of the UK Corporate

Governance Code. All Committee members demonstrated the

financial literacy required to review the reporting and control

environment at Dr. Martens effectively.

WHAT WE SAID WE

WOULD FOCUS ON

(FY25) WHAT WE DID IN FY26

Provision 29

preparations

Advanced the material controls

framework; refined the controls list;

strengthened ownership, documentation

and assurance-mapping; reviewed early

updates and testing.

Global Technology

Centre (GTC)

establishment

Oversaw GTC-related technology and

control-transition risks; monitored IT

General Controls reliance.

Supply-chain tariff

uncertainty

Reviewed tariff-related disclosures in the

FY26 results and considered any related

implications highlighted by leadership.

Cyber and

emerging

technology risks

Held focused sessions covering cyber

resilience, incident learnings, access

controls and minimum viable systems.

Global transfer

pricing review

Reviewed the progress of the transfer

pricingproject,includingkeyfindingsfrom

earlier review phases, and monitored

the actions being taken to strengthen

the Group’s approach and support a

moreefficientfutureoperatingmodel.

HOW THE COMMITTEE OPERATES

The Committee met five times during FY26, following a forward

planner aligned to the financial reporting cycle and risk priorities.

Standing attendees included the Chair of the Board, the CEO, the

CFO, the Company Secretary, the Head of Internal Audit and Risk

and representatives from PwC. Private sessions with PwC and the

Head of Internal Audit and Risk were held after each meeting.

Outside of scheduled meetings, the Committee Chair maintained

regular engagement with PwC and the Head of Internal Audit and

Risk to discuss matters of relevance or emerging concern. The Chair

also held ongoing dialogue with the CFO, Company Secretary and

members of the Finance and management teams between meetings

to ensure any issues were identified early and that Committee

discussions remained well-informed.

COMPETITION AND MARKETS AUTHORITY (CMA)

ORDER COMPLIANCE

TheCommitteeconfirmsthattheCompanyhascompliedwiththe

provisions of the Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order 2014

throughout its financial period ended 29 March 2026 and up to

the date of this report.

GOVERNANCE UPDATES

During the year, the Committee received updates on developments

in corporate governance and reporting, including the 2024 UK

Corporate Governance Code (particularly the forthcoming Provision

29 requirements), FRC guidance on narrative reporting and APMs,

audit-quality expectations, and developments in sustainability and

ESG-related reporting.

AUDIT AND RISK COMMITTEE REPORT OVERVIEW

GOVERNANCE REPORT

139

DR. MARTENS PLC ANNUAL REPORT 2026

+ Ensured the near final FY25 Annual

Report and FY25 Results clearly

reflected financial performance and

key judgements

+ Challenged management’s

assessments of accounting

judgements, going concern, viability

and impairment, resulting in

strengthened supporting analysis

+ Reviewed the initial FY26 Internal

Audit Plan, confirming alignment with

the Group’s risk profile and areas

requiring enhanced assurance

+ Received a Material Controls

(Provision 29) update and endorsed

the initial control framework and

proposed assurance approach

+ Reviewed and approved the updated

terms of reference, ensuring

alignment with the 2024 Code and

ECCTA requirements

+ Approved the Committee’s forward

planner to ensure structured

oversight across the financial year

+ Received a further Material Controls

update confirming advancement of

evidence standards and readiness

activities ahead of the FY27 ‘dry run’

declaration

+ Reviewed the FY26 Audit Plan,

key risks and auditor independence,

confirming a robust and focused

audit strategy

+ Reviewed Internal Audit updates,

including the ‘greenwashing’

internal audit review, and monitored

resolution of open actions

+ Reviewed H1 FY26 matters,

including transfer pricing, IFRS 18

transition and tax developments,

ensuring appropriate financial

reporting readiness

+ Considered Internal Audit Plan

progress and follow-up activity,

ensuring timely remediation of

control observations

+ Received further Material Controls

updates, validating the refinement of

the material controls list and noting

progress on assurance mapping and

leadership alignment

+ Reviewed fraud-related updates,

compliance activity and crisis

management work, confirming

that risk mitigations were operating

as intended

+ Reviewed the effectiveness of the

Audit and Risk Committee, Internal

Audit function and external auditor,

confirming all remained effective

+ Reviewed the FY26 Annual Report,

ensuring it was fair, balanced and

understandable

+ Received PwC’s year-end update,

noting progress towards completion

of the FY26 audit and areas of focus

for final procedures

+ Reviewed and approved the Principal

Risks disclosures for inclusion in the

FY26 Annual Report

+ Reviewed the H1 FY26 Results

Statement, confirming transparent

disclosure of financial performance

and key reporting matters

+ Considered PwC’s audit planning

update, ensuring the FY26 audit

approach targeted areas of greatest

risk and complexity

+ Received updated Material Controls

reporting, noting development

of ‘Level 2’ controls and progress

against preparatory work for

future disclosures

+ Reviewed crisis management and

resilience activity, satisfying itself

that documentation and testing of

systems recovery had progressed

appropriately

Audit and Risk Committee activities timeline FY26

2025

2026

MAY

JANUARY

SEPTEMBER

POST YEAR END

NOVEMBER

AUDIT AND RISK COMMITTEE REPORT CONTINUED

140

DR. MARTENS PLC ANNUAL REPORT 2026

AREA JUDGEMENTS AND AREAS OF FOCUS COMMITTEE CHALLENGE AND CONCLUSION

RELEVANT NOTE(S)

IN THE FINANCIAL

STATEMENTS

Revenue

recognition

(ecommerce,

retail, wholesale)

Revenue accounting policies and recognition

criteria are assessed in relation to the three key

streams: ecommerce, retail and wholesale. An

element of estimation and judgement is involved

in relation to:

+ cut-off and the proportion of relevant

ecommerce and wholesale sales that have

not yet been received by the customer

at the period end date and should not be

recognised as revenue

+ the returns provisions and the accounting

requirements in relation to variable

consideration under IFRS 15

Based on reports and discussions with

management and the external auditors, the

Committee reviewed and assessed the timing

of revenue recognition under IFRS 15 and

is satisfied that the judgements made were

reasonable and appropriate.

Note3,p179

Exceptional

items and

presentation

of Alternative

Performance

Measures

(APMs)

The identification of adjusting items and the

presentation of APMs is a judgement in terms

of which costs are not associated with the

underlying performance of the Group and

impact the comparability of the Group’s results

year-on-year.

During FY26 adjusting items include exceptional

costs, investment in transformation, impairment

of non-financial assets and currency gains/

(losses) and tariffs (see below). Investment in

transformation is a new category of adjusting

items, introduced in FY26.

The recognition of such costs, totalling £12.1m,

as exceptional and £6.9m for Investment in

transformation involves an element of estimation

and judgement by management.

Tariffs: In February and April 2025, the US

Government imposed a number of import tariffs

pursuant to emergency powers under the

International Emergency Economic Powers Act

(IEEPA) (the ‘IEEPA tariffs’). As an importer of

record to the US, the Group paid IEEPA-related

US tariffs via its customs broker during the

reporting period. In March 2026 the US Court of

International Trade (‘CIT’) ruled that the IEEPA

tariffs, found unlawful by the US Supreme Court,

were to be refunded.

Management considered whether an asset

should be recognised or whether this should

be an exceptional item in the Profit and

Loss statement.

The Committee reviewed the exceptional

costs through reports and discussions with

management and the external auditor, including

explanations of why they were either not related

to the underlying performance of the Group or

impacted the comparability of the Group’s

results year-on-year. The Committee also

reviewed the FRC’s guidance, considered

the adjusting items used by the Group’s peers

and the external auditors’ assessment of the

adjusting items. The Committee also reviewed

the prominence of APMs versus GAAP

measures, together with the narrative of the

exceptional costs within the Annual Report, to

ensure it gave adequate detail on why the items

were adjusted. The Committee concluded that

itwassatisfiedwiththeassessmentsmadeand

that the appropriate disclosure of exceptional

costs has been made.

Tariffs: The Committee concur with

management’s treatment to recognise the

cost impact as an exceptional cost, as it

aids comparability.

The recognition threshold of ‘virtually certain’

for an asset has not been met. As a result

of the ruling, the IEEPA-related US tariffs

incurred during the period have been

presented as exceptional costs, removing

their impact from the underlying performance

of the business, including writing off the

value of tariffs that had been capitalised

into inventory at the period end.

Note 4, p180

Financial and narrative reporting

FULL AND HALF-YEAR REPORTING OVERSIGHT

The Committee continued to oversee the integrity of the full and

half-year financial reporting process, including the application of

accounting policies, the use of Alternative Performance Measures

(APMs), and clear, balanced narrative that is consistent with

underlying performance and strategy. In doing so the Committee

reviewed papers from management on key judgements, considered

the external auditor’s reports and challenge, and ensured

appropriate linkage to principal risks and viability.

SIGNIFICANT FINANCIAL REPORTING ISSUES,

JUDGEMENTS AND ESTIMATION UNCERTAINTY

The Committee exercises its judgement in determining the

accountingmattersthatareofparticularsignificancetothefinancial

statements. Any such matters are subject to discussions between the

senior leadership team, including the CFO and Director of Financial

Control, and the external auditor as part of the audit process.

In FY26, the Committee’s discussions and challenge focused on

the key topics set out in the table below. Full explanations of each

of these areas can be found in the relevant notes to the financial

statements, also set out below.

GOVERNANCE REPORT

141

DR. MARTENS PLC ANNUAL REPORT 2026

AUDIT AND RISK COMMITTEE REPORT CONTINUED

AREA JUDGEMENTS AND AREAS OF FOCUS COMMITTEE CHALLENGE AND CONCLUSION

RELEVANT NOTE(S)

IN THE FINANCIAL

STATEMENTS

Defined benefit

pension scheme

surplus

The Group acknowledges that the recognition of

pension scheme surplus is an area of accounting

judgement. In December 2025, the Trustees

purchased a bulk insurance annuity policy,

constituting a buy-in transaction. Prior to the

buy-in transaction, the Plan surplus was not

recognised on the grounds that Airwair

International Limited was unlikely to derive

any future economic benefits from the surplus.

However, following the transaction the asset

ceiling has been removed, with the surplus

recognised in full (£3.0m), on the basis that any

surplus now represents a true economic surplus.

The Committee agrees with management’s

accounting treatment of the buy-in and

considers that the disclosures in the

Financial Statements are appropriate.

Note 30, p207

Carrying value

of non-financial

assets (retail

stores and

goodwill)

The Group assesses at each reporting date

whether there is an indication that an asset

may be impaired. If any indication exists, or

when annual impairment testing for an asset is

required, the Group performs an impairment test

and estimates the asset’s recoverable amount.

The Committee considered management’s

assessments in relation to the carrying value

of non-financial assets, which require the use

of estimates of future cash flows and discount

rates to assess whether any impairment

should be applied to the current carrying

value. It received detailed reports from

management on the impairment reviews

undertaken in relation to retail stores and

goodwill, as well as detailed reporting from

the external auditors For FY26.

The Committee reviewed the Group’s policy

for store impairment and the results of the

impairment trigger tests and Value in Use

(ViU) calculations, together with the external

auditors’ audit findings. Based on its review,

it is satisfied that 14 stores are impaired with

a total impairment charge of £4.2m booked

as an adjusting item in the period.

Goodwill impairment: Management applied

a discounted cash flow model to determine

the ViU of the Group’s EMEA, Americas and

APAC businesses. For the EMEA and APAC

CGUs there are no reasonably possible

changes to key assumptions that would cause

the carrying amount of these CGUs to exceed

their recoverable amount. The Americas CGU

was noted to be sensitive to the assumptions

relating to sales growth and EBITDA margin.

The Committee discussed this in detail with

management and the external auditors

and remains satisfied that no impairment

is required.

Note 4, p182

142

DR. MARTENS PLC ANNUAL REPORT 2026

AREA JUDGEMENTS AND AREAS OF FOCUS COMMITTEE CHALLENGE AND CONCLUSION

RELEVANT NOTE(S)

IN THE FINANCIAL

STATEMENTS

Carrying value of

investment in

subsidiaries (plc

company only)

The carrying value of investments in subsidiaries

was £1.4bn. As a consequence of the market

capitalisation of the Group at period end being

below the carrying value of Dr. Martens plc’s

investment in its immediate subsidiary, which in

turn holds direct or indirect investments in the

remainder of the Group, the Committee reviewed

management’s assessment of potential triggers

for impairment of this asset.

Management prepared two ViU models being

the Base Plan as approved by the Board and

the market growth plan. The market growth plan

assumes the business will only achieve market

levels of revenue growth from years 2 to 5.

Management considers this an appropriate plan

to use for the impairment assessments.

Judgement is applied in relation to future cash

flows, with future revenue growth, EBITDA

margin and the WACC the key assumptions

within the market growth plan.

Based on the market growth model,

Dr. Martens plc have recognised an

impairment charge during FY26 of £294.1m.

The impairment has been calculated using

ViU as the recoverable amount having also

considered fair value less cost to sell.

Based on discussions with management

and the auditor, the Committee agreed that

the market growth plan was appropriate for

the ViU calculation and the key assumptions

within it were sound.

Note 6, p218

GOVERNANCE REPORT

143

DR. MARTENS PLC ANNUAL REPORT 2026

FAIR, BALANCED AND UNDERSTANDABLE

The Committee supported the Board in assessing whether the Annual Report and Accounts (ARA), taken as a whole, was fair, balanced

and understandable, and provided the information necessary for shareholders to assess the Group’s position, performance, business model

and strategy. The Board’s formal statement in respect of fair, balanced and understandable can be found on page 151.

STEP WHAT WE REVIEWED COMMITTEE’S ASSESSMENT

Drafting and

framing

Early ARA drafts to test tone, balance and consistency

across front half narrative and back half financials.

Messaging and data were consistent and aligned

throughout; iterative edits improved clarity and balance.

Judgement and

risk linkage

Papers from management on key accounting

judgements, principal risks, viability and going concern.

Comprehensive disclosures in the Annual Report,

including sensitivities where appropriate; cross

references to risks and viability were clear.

Auditor input PwC’s reports on the financial statements and reviews

of the narrative sections.

Auditor feedback corroborated management’s assessment.

Final assurance A dedicated ‘fair, balanced and understandable’ paper

mapping narrative themes to evidence and disclosures.

Suitable basis to recommend to the Board that the

required statement could be made.

GOING CONCERN AND LONG-TERM VIABILITY

The Committee reviewed the going concern and long-term viability

disclosures included in the Annual Report, together with the

supporting analysis prepared by the leadership team, and advised

the Board on their appropriateness.

As part of this review, the Committee considered the Group’s

liquidity position, financing arrangements and projected covenant

headroom, together with the results of management’s scenario

and stress-testing. The Committee assessed how these scenarios

linked to the Group’s principal risks and noted the mitigating actions

available to management in downside cases.

The going concern and long-term viability statements were also

reviewed by PwC, and their findings were reported to and discussed

with the Committee. Based on this work, and its discussions with

management and the PwC, the Committee was satisfied that the

statements provided an appropriate basis for approval.

Going concern and viability

p.56 to 57

EXTERNAL AUDITOR

Audit firm: PricewaterhouseCoopers LLP (PwC)

Date appointed: 13 July 2022

Lead partner: Jonathan Sturges

Lead partner

tenure:

4 years

Total fees in FY26

(see note 6, page 182)

£2.3m (FY25: £2.8m), of which £0.01m

(FY25: £0.2m) related to non-audit services

EXTERNAL AUDITOR EFFECTIVENESS

The Committee reviewed the effectiveness, independence and

objectivity of PwC as external auditor. It considered PwC’s audit

plan and areas of focus and provided challenge where appropriate.

Following year end, the Committee undertook its annual evaluation

of the audit, drawing on feedback from the Finance Leadership Team

and discussions with PwC. The review considered audit quality, the

level of challenge applied to key judgements, the clarity of reporting

and the overall delivery of the audit.

The Committee’s observations and conclusion are set out below.

Area Committee observations

Audit planning

and risk focus

Clear scoping and identification of higher

risk areas and accounting judgements;

materiality appropriately applied

Quality of

challenge

Robust challenge over key judgements,

including impairment (and use of external

market growth rates within the models), APMs

and clear disclosure of exceptional items

Communication High quality Audit and Risk Committee

reporting, clearly setting out FY26 audit

procedures and related findings, together

with views on the reporting within the

financial statements and consistent checks

for narrative alignment

Audit team and

delivery

Highly visible, organised and supportive

team with good continuity; responsive

engagement; effective coordination across

Group and regional teams, delivered within

a shortened reporting cycle

Overall

assessment

The Committee confirms that, overall, the

external auditor was effective in planning

and executing the FY26 audit

AUDIT AND RISK COMMITTEE REPORT CONTINUED

144

DR. MARTENS PLC ANNUAL REPORT 2026

FRC MINIMUM STANDARD COMPLIANCE STATEMENT

The Committee confirms that it complied with the FRC’s Audit

Committees and the External Audit: Minimum Standard

(the Minimum Standard) throughout FY26. No departures

from the Minimum Standard were identified during the year.

EXTERNAL AUDITOR INDEPENDENCE

The Committee kept the independence and objectivity of PwC

under close review during FY26, considering the firm’s annual

independenceconfirmation,rotationofseniorauditstaff,thelimited

scope of non-audit services and compliance with the FRC Ethical

Standard. The Committee concluded that appropriate safeguards

were in place throughout the year and that nothing arose in

FY26 that compromised, or could reasonably be perceived

to compromise, the auditor’s independence.

NON-AUDIT SERVICES

The Committee applied the Non-Audit Services Policy when

considering all proposed engagements and ensured that only

permitted, limited-scope services were provided by PwC. During

FY26, these included audit-related assurance work and routine

regulatory reporting required by law or regulation. All proposed

services were assessed against the FRC Ethical Standard, including

the 70% fee cap and required safeguards. The Committee was

satisfied that these non-audit services were appropriate, limited

in nature and did not impair, or appear to impair, the auditor’s

independence during FY26.

AUDIT FEES

Fees relating to services performed by the external auditor are

reported to and approved by the Committee. Details of fees paid to

PwC in relation to the FY26 audit can be found in the table on page

182 and in note 6 to the financial statements. The fees for non-audit

services provided by PwC during FY26, described above, are

disclosed on page 182. The Committee reviewed and discussed

fees for the FY26 audit and permitted non-audit services with PwC,

considered them to be appropriate, and approved them.

Internal Audit, risk

and internal controls

ROLE OF THE INTERNAL AUDIT FUNCTION

The remit of the Internal Audit function includes providing

independent assurance over the adequacy and effectiveness

of the Group’s systems of financial, operational, technology and

compliance controls. During FY26, Internal Audit played a central

role in supporting the development of the material internal controls

framework ahead of future Provision 29 reporting, including advising

on control design, evidence expectations and assurance mapping.

The Head of Internal Audit and Risk also continues to chair the

Company’s Operational Risk Committee, which oversees the

Group Risk Register and the development and implementation

of the approach to risk.

In addition to attending Committee meetings, the Head of

Internal Audit and Risk meets with the Committee Chair, without

management present, to discuss priority audit areas, emerging

risks, progress on the material controls programme and the status of

remediation activity. He also meets with other Committee members

and the external auditor as required. Members of the Committee

may request additional engagement with Internal Audit at any time

to discuss risk, controls or audit matters.

Internal Audit worked closely with leadership and the Chair of the

Committee in shaping the Internal Audit Plan for FY26. The planning

approach incorporated leadership’s strategic priorities, the principal

risks facing the business, and the operational and regulatory

developments during the year. Internal Audit also began early scoping

for elements of the FY27 Internal Audit Plan, including activity

supporting the FY27 ‘dry-run’ assessment of material controls.

KEY INTERNAL AUDIT ACTIVITIES IN FY26

The Committee received regular updates on progress against the

FY26 Internal Audit Plan, the status of actions and the outcomes of

specific audit and assurance activities. Internal Audit activity in FY26

covered a range of areas, with a particular focus on internal controls,

technology resilience, risk management and preparatory work for

future Provision 29 reporting. Key areas included:

+ Material controls (Provision 29 readiness): Played a leading

role in the development of the material controls framework,

including defining and refining the controls list, strengthening

of documentation and ownership, and early visibility over

control-maturity and evidence standards

+ Employee discounts review: Completed a review of compliance

with the employee discount policy, assessing policy compliance,

monitoring and exception-handling controls

+ Japan financial controls follow-up: Completed a follow-up

review of key financial controls at the Company’s business in

Japan, including the month-end process and confirmations

of progress in addressing previous observations

+ Operational resilience and crisis-management: Work on

business-recovery and systems-resilience provided insight into

the ability of the business to respond to incidents and supported

enhancements to crisis-management governance

+ Technology and IT general controls: Continued to monitor

IT general controls across core systems and assessed

technology-control transition risks associated with the GTC

+ Sustainability, fraud and compliance: Internal Audit assessed

controls supporting sustainability-related reporting and

progressed work on fraud-risk management and ECCTA

readiness, helping to strengthen business-wide compliance

and the governance environment

GLOBAL INTERNAL AUDIT STANDARDS AND

INTERNAL AUDIT EFFECTIVENESS

During FY26, the Committee assessed the effectiveness of the

Internal Audit function, including through consideration of the

findings of an External Quality Assessment (EQA) conducted in

accordance with the Global Internal Audit Standards. This was

completed during the year and its conclusions were reported to

the Committee in April 2026.

The Committee considered the scope and results of the EQA,

together with Internal Audit’s performance against the FY26 plan, the

quality and clarity of reporting to the Committee, and the function’s

independence and positioning within the organisation. In doing so,

the Committee observed that Internal Audit’s activity during FY26 was

weighted towards supporting the development of the second line

of defence, with the Internal Audit Plan for FY27 expected to evolve

towards increased third line assurance. These considerations will

inform the continued formalisation and maturation of the Internal

Audit function, including future enhancements to methodology,

documentation and ways of working.

The Committee concluded that the Internal Audit function operated

effectively during FY26, demonstrated appropriate independence,

and continued to provide robust, risk-focused assurance and

insight to support the Committee’s oversight of internal control

and risk management.

GOVERNANCE REPORT

145

DR. MARTENS PLC ANNUAL REPORT 2026

ASSESSMENT OF THE GROUP’S SYSTEM OF INTERNAL

CONTROL AND RISK MANAGEMENT FRAMEWORK

The arrangements for assessing and managing its principal and

emerging risks remained a central area of focus for the Committee

duringFY26.Reflectingtheenhancedexpectationsofthe2024UK

Corporate Governance Code, the Committee oversaw ongoing

enhancements to the internal control environment, informed by

the development of the material controls framework described

on page 137.

The Committee reviewed the effectiveness of the internal control

and risk-management systems throughout the year through regular

updates from leadership, the Internal Audit function and the external

auditor. This included:

+ reporting on the operation of controls across financial,

operational, technology and compliance processes;

+ updates on remediation of previously identified findings; and

+ oversight of the Group Risk Register, emerging risk themes

and any changes in principal risks.

The Committee Chair provided regular verbal updates to the

Board on the key matters considered by the Committee, ensuring

it remained informed of any relevant developments and

recommendations. Board members also had access to supporting

materials, enabling them to consider the Committee’s oversight

when forming their own view of the effectiveness of systems of

risk management and internal control.

Taken together, the Committee observed continuing improvement

in control design, documentation and oversight during the year.

Progress in these areas has enhanced the Company’s governance

foundations and improved the quality and consistency of information

available to both the Committee and the Board.

The Committee confirms that it did not identify any

significant control failings or weaknesses during the

year that materially impacted the Company’s ability

to report or govern effectively. Further to its review,

the Board is satisfied that the Company’s systems

of internal control and risk management remained

effective throughout FY26.

CONFIRMATION

ANTI-BRIBERY, FRAUD AND CORRUPTION

The Board has delegated responsibility for reviewing the systems

and controls in place for preventing bribery and corruption to the

Committee, with support provided by the Internal Audit and

Compliance functions.

Dr. Martens continues to operate a clear Anti-Bribery and Corruption

Policy which forms part of its global code of conduct, the ‘DOCtrine’.

All employees are issued with a copy of the DOCtrine in their local

language on first joining the business, and materials relating to

the DOCtrine are available for general access via the Company’s

internal intranet, ‘Backstage’. The Company’s compliance training

curriculum aligns with the DOCtrine and the global policies that it

refers to, ensuring our people understand their responsibilities in

matters including preventing bribery and corruption.

The Committee received a detailed update from the Compliance

function during the year, covering data protection and information

security maturity, updates on training completion rates and any

instances where additional support or follow-up were required. The

Company’s compliance training continued to reinforce the importance

of the DOCtrine and the associated responsibilities in relation to gifts,

hospitality, charitable partnerships and conflicts of interest.

The Committee also continues to oversee the Company’s controls

to mitigate against fraud risk. It received a report from the Internal

Audit function during the year, which confirmed that no material

failings or significant weaknesses in the control environment had

been identified. The Committee also received updates on the

handling of reported fraud-related incidents and the ongoing work

to strengthen fraud-risk management to support compliance with

the Company’s ‘failure to prevent fraud’ obligations under the

Economic Crime and Corporate Transparency Act.

Further detail on the broader approach to compliance and fraud risk

oversight is set out in the Internal Audit section on page 145.

The Committee confirms that the Company’s

anti-bribery, corruption and fraud-risk management

processes and controls remained appropriate and

effective throughout FY26, and that no significant

failings or weaknesses were identified that would

materially impact its ability to prevent, detect or

respond to bribery, corruption or fraud.

CONFIRMATION

WHISTLEBLOWING

The Committee continued to oversee the effectiveness of the

Company’s whistleblowing arrangements, which provide employees

and other stakeholders with independent and confidential channels

to raise concerns. The Group’s ‘Speak Up’ facility and associated

policy remained in place throughout the year, with ongoing activity

to ensure awareness and accessibility.

The Committee was updated on the number and nature of reports

received, the status and outcomes of investigations and any themes

or trends. No matters of material concern were raised through

the whistleblowing channels during FY26, and the Committee

was satisfied that investigations were conducted appropriately

and outcomes were monitored.

The Committee confirms that it believes the

Company’s whistleblowing processes and procedures

remain effective, appropriate and understood.

CONFIRMATION

AUDIT AND RISK COMMITTEE REPORT CONTINUED

146

DR. MARTENS PLC ANNUAL REPORT 2026

DIRECTORS’ REPORT

DIRECTORS’ REPORT OVERVIEW

The Directors’ Report for the period ended 29 March 2026 comprises

pages 90 to 151 and 230 to IBC of this Annual Report, including

any sections incorporated by reference. The Directors’ Report fulfils

the requirements of the Corporate Governance Statement for the

purposes of DTR 7.2.3R. Further information is available online,

in the Governance section of www.drmartensplc.com.

The Strategic Report can be found on pages 2 to 87. In accordance

with Section 414C(11) of the Companies Act 2006 (the ‘Act’), the

Board has included certain disclosures in the Strategic Report set

out below:

+ Information relating to future business developments can

be found throughout the Strategic Report

+ Information relating to the Group’s principal risks and risk

management can be found on pages 48 to 55

+ The viability assessment and going concern statements can

be found on pages 56 and 57

+ Details of branches operated by the Company are set out

on pages 4, 5, 15, 26, 27, 33, 35 and 41

+ The Company’s global greenhouse gas emissions, energy

consumption and efficiency during FY26 can be found on page 68

of the Sustainability Report (within the Strategic Report)

+ Information relating to research and development can be found

on pages 20 to 29 of the Strategic Report and 60 to 67 of the

Sustainability Report

+ Information on how the Directors have had regard for the

Company’s stakeholders, and the effect of that regard, can be

found on pages 43 to 46 of the Strategic Report and pages 104

to 107 of the Governance Report

+ Disclosures based on the principles of the Task Force on

Climate-related Financial Disclosures (TCFD) are detailed

on pages 77 to 87

For information on our approach to social, environmental and

ethical matters, please refer to the Sustainability Report, which

can be found within the Strategic Report on pages 58 to 87.

Other information which legislation requires to be disclosed in the

Directors’ Report is set out on the following pages.

The Strategic Report and the Directors’ Report together form the

Management Report for the purposes of the Disclosure Guidance

and Transparency Rules (DTR) 4.1.8R.

Information relating to financial instruments can be found on pages

173, to 175 and 196 to 199 and is incorporated by reference.

Both the Strategic Report and the Directors’ Report have been

drawn up and presented in accordance with and in reliance upon

applicable English company law, and the liabilities of the Directors

in connection with those reports shall be subject to the limitations

and restrictions provided by such law.

Relating to the Board

THE BOARD OF DIRECTORS

Full details of the Directors who held office during the period ended

29 March 2026 and up until the date of this report are provided on

pages 96 to 99.

The appointment and replacement of Directors are governed by the

Company’s Articles of Association (the ‘Articles’), the UK Corporate

Governance Code (the ‘Code’), the Act and related legislation.

The Company may, by ordinary resolution, declare dividends not

exceeding the amount recommended by the Board. Subject to the

Act, the Board may pay interim dividends and also any fixed rate

dividend, whenever the financial position of the Company, in the

opinion of the Board, justifies its payment.

The Directors may from time to time appoint one or more Directors.

The Board may appoint any person to be a Director (so long as the

total number of Directors does not exceed the limit prescribed in the

Articles). Under the Articles, any such Director shall hold office only

until the next Annual General Meeting (AGM) where they will stand

for annual election.

ARTICLES OF ASSOCIATION AND POWERS OF DIRECTORS

The Articles set out the rules relating to the powers of the Company’s

Directors and their appointment and replacement. The Articles may

only be amended by special resolution at a general meeting of the

shareholders. Subject to the Articles, the Act and any directions given

by special resolution, the business of the Company will be managed

by the Board which may exercise all the powers of the Company.

DIRECTORS’ INDEMNITIES AND INSURANCE

TheCompanymaintainedDirectors’andOfficers’liabilityinsurance

cover throughout the reporting period, providing appropriate cover

for legal action brought against the Directors. The Directors may

also obtain independent legal advice at the Company’s expense, as

necessary, in their capacity as Directors. The Company has entered

into deeds of indemnity with each Director, which provide that the

Company shall indemnify the Directors to the fullest extent permitted

by law and the Articles, in respect of all losses arising out of,

or in connection with, the execution of their powers, duties and

responsibilities as Directors of the Company or any of its subsidiaries.

COMPENSATION FOR LOSS OF OFFICE

There are no agreements between the Company and its Directors

or employees providing for compensation for loss of office or

employment that occurs as a result of a takeover bid.

DIRECTORS’ SHARE INTERESTS

Details of Directors’ beneficial and non-beneficial interests in the

shares of the Company are shown on page 131 of the Remuneration

Report. Further information regarding employee share schemes

is provided in note 27 to the financial statements on page 201.

DIRECTORS’ CONFLICTS OF INTEREST

The Company has put in place procedures for managing conflicts

of interest. On becoming aware of the existence of an actual or

potential conflict of interest impacting themselves or any person

closely associated with them, the Directors are required to provide

details to the Board for consideration and, if appropriate, its

authorisation. If a conflict is deemed to exist, the relevant Director

will excuse themselves from consideration for discussions relating

to that conflict. Directors have a continuing duty to update any

changes to these conflicts.

RELATED PARTY TRANSACTIONS

Internal controls are in place to ensure that any related party

transactions involving Directors, or their closely associated persons,

are conducted on an arm’s length basis and are properly recorded

and disclosed where appropriate.

GOVERNANCE REPORT

147

DR. MARTENS PLC ANNUAL REPORT 2026

DIRECTORS’ SERVICE CONTRACTS AND LETTERS

OF APPOINTMENT

Details of the Executive Directors’ service agreements and

Non-Executive Directors’ letters of appointment are available

in the Remuneration Report on page 127.

Relating to the Company’s

share capital

SHARE CAPITAL

Details of the Company’s issued share capital are set out in note 24

to the financial statements on page 200. As at 29 March 2026, this

comprised a single class of ordinary shares carrying the right to one

vote at general meetings of the Company. Holders of ordinary shares

are entitled to attend and speak at general meetings of the Company,

to appoint one or more proxies and, if they are corporations, corporate

representatives to attend general meetings and to exercise voting

rights. The Articles provide a deadline for submission of proxy forms

of not earlier than 48 hours before the time appointed for the holding

of the meeting or adjourned meeting. However, when calculating the

48-hour period, the Directors can decide not to take account of any

part of a day that is not a working day.

Holders of ordinary shares may receive a dividend, if declared, and

may share in the assets of the Company on its liquidation. Holders

of ordinary shares are entitled to receive the Company’s Annual

Report and Accounts.

Subject to meeting certain thresholds, holders of ordinary shares

may requisition a general meeting of the Company or the proposal

of resolutions at AGMs.

POWERS FOR THE COMPANY ISSUING OR BUYING BACK

ITS OWN SHARES

The Company was authorised by shareholders at the 2025 AGM

to make one or more market purchases of up to a maximum of

96,522,992 ordinary shares, representing 10% of its issued share

capital as at the latest practicable date before publication of the

notice of the Company’s last AGM. This authority expires on the

date of the forthcoming AGM or 1 October 2026, whichever is earlier.

No shares were bought back under this authority during the period

ended 29 March 2026 and up to the date of this report.

The Directors believe that it is desirable to retain this general

authority to buy back shares in order to provide maximum flexibility

in managing the Group’s capital resources. Authority will therefore

be sought at the 2026 AGM to purchase up to a maximum of

96,794,354 ordinary shares. However, this authority would only be

exercised if the Board was satisfied at the time that to do so would

be in the best interests of shareholders.

VARIATION OF RIGHTS

Subject to applicable statutes, rights attached to any class of share

(unless otherwise provided by the terms of allotment of the shares

of that class) may be varied or abrogated with the written consent

of the holders of at least three-quarters in nominal value of the

issued shares of that class (excluding any shares of that class held

in treasury), or by a special resolution passed at a separate general

meeting of the shareholders, but not otherwise.

RIGHTS AND OBLIGATIONS ATTACHING TO SHARES

Subject to the provisions of the Act, and without prejudice to any

rights attached to any existing shares or class of shares, any share

may be issued with such rights or restrictions as the Company may

by ordinary resolution determine or, subject to and in default of such

determination, as the Board shall determine.

RESTRICTIONS ON TRANSFER OF SECURITIES

In connection with the IPO, lngrelux S.àr.l. and certain pre-IPO

shareholders who are members of the Griggs family entered into an

Orderly Marketing Agreement (to which the Company is not a party)

regulating the disposal of shares by any of them, such that any

disposals of any of them following the IPO may be coordinated and

conducted in an orderly manner. Ingrelux S.àr.l. novated its rights

and obligations under the Orderly Marketing Agreement to IngreGrsy

Limited in connection with a restructure of Permira V Fund’s holding

of shares in the Company in June 2024. This agreement stipulates

that, after the expiration of the restrictions referred to above,

following a disposal of shares by lngreGrsy Limited, the parties

agree that they will be bound by a further lock-up on identical terms

to the equivalent lock-up terms in the Underwriting Agreement (in

the case of lngreGrsy Limited) and in the SSE Deed (in the case of

the relevant pre-IPO shareholders) for a period of 90 calendar days

from the date on which the disposal completes.

In addition to the specific restrictions set out in this section, there

are the following ongoing general restrictions on the transfer of

shares in the Company:

+ certain restrictions apply which may from time to time be imposed

by legislation and regulations (for example, legislation relating to

insider dealing);

+ pursuant to the Company’s securities dealing code, the Directors

and members of the leadership team require permission to deal

in the Company’s shares;

+ restrictions apply where a member, or any other person appearing

to be interested in shares held by such member, with an interest

representing at least 0.25% in nominal value of the issued shares

of their class, has been served with a disclosure notice under

Section 793 of the Act and has failed to provide the Company

with information concerning interests in those shares;

+ the Board may, in its absolute discretion, refuse to register the

transfer of any shares which are not fully paid, provided that the

refusal does not prevent dealings in shares in the Company from

taking place on an open and proper basis;

+ the Board may also refuse to register a transfer in favour of more

than four transferees; and

+ the Board may also refuse to register the transfer of an

uncertificated share in the circumstances set out in the

uncertificated securities rules (as defined in the Articles).

MAJOR SHAREHOLDERS

As at 29 March 2026, the Company had received notification of the

following interests in voting rights pursuant to Chapter 5 of the DTR:

Date notified % of voting rights

FMR LLC 30 April 2026 8.413400%

Artemis Investment

Management LLP 19 March 2026 12.087481%

IngreGrsy Limited

12 June 2024 38.458%

1. Percentages are shown as a percentage of the Company’s total voting rights as at the

datetheCompanywasnotifiedofthechangeinholding.

2. lngreGrsyLimited’sshareholdingpassedanotifiablethresholdasaresultofa

restructuring which concluded on 11 June 2024, when it was transferred the entirety

of lngrelux S.àr.l.’s shares.

This information was correct at the date on which it was notified to

the Company. However, the date of notification may not have been

during the year under review and further notifications are not

required to be made until the next notifiable threshold is crossed.

DIRECTORS’ REPORT CONTINUED

148

DR. MARTENS PLC ANNUAL REPORT 2026

Relating to the Company

PROFIT AND DIVIDENDS

The Company recorded a loss for the financial period of £262.9m

(see page 215). Dividends paid during the period were funded from

accumulated distributable reserves. An interim dividend of 0.85p per

ordinary share was announced on 20 November 2025 and paid on

7 April 2026 in relation to the period under review and the Directors

intend to propose a final dividend for the period ended 29 March

2026 of 1.70p per ordinary share.

INFORMATION TO BE DISCLOSED UNDER UK LISTING

RULE 6.6.1R

Listing Rule Detail Page reference(s)

6.6.1R (1-12) N/A N/A

ADDITIONAL STATEMENT OF COMPLIANCE WITH UK

LISTING RULE 6.6.1R (13)

The Company continues to comply with the requirement in UK

Listing Rule 6.2.3R.

SUBSIDIARIES AND PRINCIPAL ACTIVITIES

The Company is the holding company of the Dr. Martens Group

of companies (the ‘Group’), the principal activities of which

are described in this Annual Report. The Group’s subsidiaries

and their locations are set out in note 14 on page 222 of the

financial statements.

BRANCHES

In accordance with the Companies Act 2006 and the DTR, the

Group confirms that the following subsidiary companies have

branches outside the UK:

+ Dr. Martens Airwair Spain S.L.U.: Portugal

+ DM Airwair Sweden AB: Norway

+ Dr. Martens Airwair Hong Kong Limited: Vietnam

EMPLOYMENT POLICIES

The Company has in place a number of policies covering important

issues including diversity, equity and inclusion, equal opportunities

and wellbeing. We are committed to creating an environment

where our people can all be proud to work and, to do this, we are

an equal opportunity employer. All qualified applicants will receive

consideration for employment without regard to race, colour,

religion, gender, gender identity or expression, sexual orientation,

national origin, genetics, disability or age and we take all reasonable

steps to ensure equality of opportunity in recruitment, training,

development and conditions of work.

Persons with disabilities: Persons with disabilities and/or health

conditions are given full and fair consideration for available roles,

having regard for their particular aptitudes and abilities, and we are

committed to providing reasonable accommodations for qualified

individuals with disabilities throughout our job application process.

Employees who become disabled during their career at Dr. Martens

will be retained in employment wherever possible and the Company

will support them in their rehabilitation in the workplace and provide

any training or retraining where needed.

EMPLOYEE INVOLVEMENT

Clear and open communication with our people is fundamentally

important to our culture and to securing our long-term success.

We ensure our people globally are kept informed of our performance

andstrategyandanysignificanteventsordevelopmentsimpacting

the business through a range of leadership communications,

internal updates and engagement forums. These are used to

promoteasharedunderstandingamongemployeesofthefinancial

and economic factors affecting the performance of the Company.

Detailed information about how we involve our people at Dr. Martens

can be found in the Our Culture section of the Governance Report

(which also details the work of Robyn Perriss as our Employee

Representative Non-Executive Director), the Sustainability Report,

and the wider Strategic Report, specifically on pages 46, 47, 73, 74,

and 106 to 109.

POLITICAL DONATIONS

The Company did not make any political donations or incur any

political expenditure during the period ended 29 March 2026.

EXTERNAL AUDITOR

Resolutions proposing to re-appoint PricewaterhouseCoopers LLP

as auditor of the Company and to authorise the Audit and Risk

Committee to determine its remuneration will be proposed for

shareholder approval at the upcoming AGM in July 2026.

CHANGE OF CONTROL

Details of the significant agreements to which the Company is

party that take effect, alter or terminate upon a change of control

of the Company following a takeover bid are set out below:

Share plans: The Company’s share plans contain specific

provisions relating to change of control. Outstanding awards and

options will normally automatically vest and become exercisable

or payable on or following a change of control arising as a result

of a general offer to acquire the whole of the Company’s issued

share capital or a court sanctioned compromise or arrangement

under Section 899 of the Act, subject to the relevant performance

conditions being met at that time.

Available facilities: The Senior Facilities Agreement was amended

and restated on 14 November 2024 between the Group and various

banks, pursuant to which the Group has access to: (i) a £250m term

loan facility; and (ii) a £126.5m multi-currency revolving credit

facility, reduced to £100m on 30 March 2026, containing provisions

that, in the event of the occurrence of a change of control event,

the banks shall have 15 business days to exercise an individual

right: (i) to cancel all undrawn commitments on five business days’

notice; and (ii) on 60 days’ notice to require that all outstanding

participations in utilisations are repaid with accrued interest and

any other relevant amounts accrued.

Relationship agreement: Details of the relationship agreement

with IngreGrsy Limited are set out in the relevant section of this

Directors’ Report below. The relationship agreement ceases to

apply if the Company’s shares cease to be listed in the commercial

companies category of the Official List and traded on the London

Stock Exchange’s main market for listed securities, or if the holding

of IngreGrsy Limited (together with any of its associates) ceases to

control or to be entitled to control the exercise of, in aggregate, 10%

or more of the votes able to be cast on all or substantially all matters

at general meetings of the Company.

GOVERNANCE REPORT

149

DR. MARTENS PLC ANNUAL REPORT 2026

MODERN SLAVERY STATEMENT

The Company’s Modern Slavery Statement is reviewed and

approved by the Board annually and published on our corporate

website, in line with Section 54(1) of the Modern Slavery Act 2015.

The statement covers the activities of the Company and its

subsidiaries and details policies, processes and actions we have

taken to ensure that slavery and human trafficking are not taking

place in our supply chains or any part of our business.

Our Modern Slavery Statement can be found at

www.drmartensplc.com

RELATIONSHIP AGREEMENT WITH CONTROLLING

SHAREHOLDER

The Company’s largest and, for the purposes of the UK Listing Rules,

controlling shareholder is lngreGrsy Limited, which owns 38.22% of

the issued share capital of Dr. Martens plc as at 19 May 2026, the date

of this report. lngreGrsy Limited is wholly owned by funds advised

by Permira Advisers LLP, a global investment firm. The Company

and lngreGrsy Limited have entered into a relationship agreement

(the ‘Relationship Agreement’) to ensure that:

01. the Group can carry on an independent business as its

main activity;

02. any transactions and arrangements between the Group and

IngreGrsy Limited (and/or any of its associates) are at arm’s

length and conducted on normal commercial terms;

03. neither IngreGrsy Limited nor any of its associates will take any

action that would have the effect of preventing the Company

from complying with its obligations under the UK Listing Rules;

04. neither IngreGrsy Limited nor any of its associates will propose

or procure the proposal of a shareholder resolution which is

intended or appears to be intended to circumvent the proper

application of the UK Listing Rules; and

05. at all times a majority of the Directors of the Company shall be

independent of IngreGrsy Limited.

Pursuant to the Relationship Agreement, IngreGrsy Limited is also

entitled to appoint two Non-Executive Directors to the Board for so

long as it (together with any of its associates) controls or is entitled

to control the exercise of in aggregate 20%, and one Non-Executive

Director to the Board for so long as it (together with any of its

associates) controls or is entitled to control the exercise of in

aggregate 10%, or more of the votes able to be cast on all or

substantially all matters at general meetings of the Company. In

addition, IngreGrsy Limited is entitled to nominate one of those

individuals to be a member of the Company’s Nomination Committee.

lngreGrsyLimited’sappointedrepresentativesareTaraAlhadeffand

Benoit Vauchy, whose biographies can be found on pages 98 and 99),

and it will consult in advance with the Chair of the Nomination

Committee regarding the identity of any person proposed to be

nominated as a Non-Executive Director in the future.

Pursuant to the Relationship Agreement, IngreGrsy Limited has

certain information rights for the purposes of its accounting, tax

or other regulatory requirements. In addition, the Company may

request that Permira Advisers LLP provides it with advisory services.

IngreGrsy Limited has undertaken to keep information it receives

on the Group confidential and in accordance with applicable law.

The Relationship Agreement also provides for the Company to

provide, subject to certain limitations and exceptions, reasonable

cooperation and assistance to IngreGrsy Limited in the event of a

sale of shares by lngreGrsy Limited, and that IngreGrsy Limited will

ensure that any such secondary sales of shares in the Company

are conducted in an orderly manner.

The Directors believe that the terms of the Relationship Agreement

enable the Group to carry on its business independently of

IngreGrsy Limited. The Relationship Agreement will continue

for so long as:

01. the Company’s shares are listed on the commercial companies

segment of the Official List and traded on the London Stock

Exchange’s Main Market for listed securities; and

02. IngreGrsy Limited (together with any of its associates) controls

or is entitled to control the exercise of in aggregate 10% or more

of the votes able to be cast on all or substantially all matters at

general meetings of the Company.

While IngreGrsy Limited, on its own or together with any person

with whom it is acting in concert, holds 30% or more of the votes

able to be cast on all or substantially all matters at general meetings

of the Company, it is considered a ‘controlling shareholder’ for the

purposes of the UK Listing Rules. While IngreGrsy Limited remains

a controlling shareholder, certain resolutions, such as resolutions

relating to the election of Independent Directors or the cancellation

of the Company’s listing, will, in order to be passed, need to be

approved by both:

01. a majority of shareholders voting on the resolution; and

02. a majority of shareholders voting on the resolution excluding

IngreGrsy Limited.

ANNUAL GENERAL MEETING

The Company’s AGM will be held at 1-11 Hawley Crescent, Camden,

NW1 8NP, on Wednesday 15 July 2026 at 9.30am.

The Notice of Meeting, together with explanatory notes and

guidance on voting and arrangements, will include details

of the business to be put to shareholders at the AGM.

DIRECTORS’ REPORT CONTINUED

150

DR. MARTENS PLC ANNUAL REPORT 2026

Statement of Directors’

responsibilities in respect

of the financial statements

The Directors are responsible for preparing the Annual Report for

the 52 weeks ended 29 March 2026 and the financial statements

in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements

for each financial year. Under that law the Directors have prepared

the Group financial statements in accordance with UK-adopted

International Accounting Standards and the Company financial

statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101 ‘Reduced Disclosure Framework’, and

applicable law).

Under company law, Directors must not approve the financial

statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and parent company and

of the profit or loss of the Group for that period. In preparing the

financial statements, the Directors are required to:

+ Select suitable accounting policies and then apply them consistently;

+ State whether applicable UK-adopted International Accounting

Standards have been followed for the Group financial statements

and United Kingdom Accounting Standards, comprising FRS 101,

have been followed for the Company financial statements,

subject to any material departures disclosed and explained

in the financial statements;

+ Make judgements and accounting estimates that are reasonable

and prudent; and

+ Prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Group and Company

will continue in business.

The Directors are responsible for safeguarding the assets of the

Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the Group’s and

Company’s transactions and disclose with reasonable accuracy at

anytimethefinancialpositionoftheGroupandCompanyandenable

them to ensure that the financial statements and the Directors’

Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity

of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report for the 52 weeks

ended 29 March 2026 and the financial statements, taken as a

whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s and

Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the

BoardofDirectorssection,confirmthat,tothebestoftheirknowledge:

+ The Group financial statements, which have been prepared in

accordance with UK-adopted International Accounting Standards,

give a true and fair view of the assets, liabilities, financial position

and profit of the Group;

+ The Company financial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities and financial position of the Company; and

+ The Strategic Report includes a fair review of the development

and performance of the business and the position of the Group

and Company, together with a description of the principal risks

and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ Report

is approved:

+ So far as the Director is aware, there is no relevant audit

information of which the Group’s and Company’s auditors are

unaware; and

+ They have taken all the steps that they ought to have taken as a

Director in order to make themselves aware of any relevant audit

information and to establish that the Group’s and Company’s

auditors are aware of that information.

The Directors’ Report was approved by a duly authorised committee of

the Board of Directors on 19 May 2026 and signed on its behalf by:

By order of the Board

KATHERINE BELLAU

COMPANY SECRETARY

19 MAY 2026

DR. MARTENS PLC

COMPANY NUMBER: 12960219

GOVERNANCE REPORT

151

DR. MARTENS PLC ANNUAL REPORT 2026

Financial

statements

154–212

152

DR. MARTENS PLC ANNUAL REPORT 2026

154 Independent Auditors’ Report

162 Consolidated Statement of Profit or Loss

163 Consolidated Statement of Comprehensive Income

164 Consolidated Balance Sheet

165 Consolidated Statement of Changes in Equity

166 Consolidated Statement of Cash Flows

167 Notes to the Consolidated Financial Statements

FINANCIAL STATEMENTS

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DR. MARTENS PLC ANNUAL REPORT 2026

Opinion

In our opinion:

+ Dr. Martens plc’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true and fair

view of the state of the Group’s and of the Parent Company’s affairs as at 29 March 2026 and of the Group’s profit and the Group’s cash

flows for the 52 week period then ended;

+ the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006;

+ the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

+ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report for the 52 weeks ended 29 March 2026 (the “Annual Report”),

which comprise:

+ the Consolidated Balance Sheet as at 29 March 2026;

+ the Parent Company Balance Sheet as at 29 March 2026;

+ the Consolidated Statement of Profit or Loss for the period then ended;

+ the Consolidated Statement of Comprehensive Income for the period then ended;

+ the Consolidated Statement of Changes in Equity for the period then ended;

+ the Consolidated Statement of Cash Flows for the period then ended;

+ the Parent Company Statement of Changes in Equity for the period then ended; and

+ the Notes to the Consolidated and Parent Company financial statements, comprising material accounting policy information

and other explanatory information.

Our opinion is consistent with our reporting to the Audit and Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENDENCE

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements

in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in Note 6 to the Consolidated financial statements, we have provided no non-audit services to the Parent

Company or its controlled undertakings in the period under audit.

Our audit approach

OVERVIEW

Audit scope

+ We determined there to be three components that are significant due to their relative size and performed a full scope audit of each.

We also identified one head office entity which we performed a full scope audit of due to the bank loans held;

+ In addition, for a further three trading entity components and one head office entity, we performed audit procedures on specific accounts

based on their relative contribution towards the Group balances;

+ Specific audit procedures in relation to various Group activities, including over the consolidation, leases, share based payments, taxation,

pensions, the carrying value of goodwill and store right-of-use assets and leasehold improvements, were performed by the Group audit

team centrally; and

+ We performed a standalone statutory audit of the Parent Company.

Key audit matters

+ Carrying value of store right-of-use assets and leasehold improvements – EMEA (Group)

+ Carrying value of investment in subsidiary (Parent Company)

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF DR. MARTENS PLC

Report on the audit of

the financial statements

154

DR. MARTENS PLC ANNUAL REPORT 2026

Materiality

+ Overall Group materiality: £7.7 million (2025: £6.0 million) based on 1% of the Group’s revenue (2025: 5% of the five-year average

adjusted Group profit before tax with a further haircut applied).

+ Overall Parent Company materiality: £10.0 million (2025: £14.2 million) based on 1% of the Parent Company’s total assets

(with a haircut applied).

+ Performance materiality: £5.8 million (2025: £4.5 million) (Group) and £7.5 million (2025: £10.7 million) (Parent Company).

THE SCOPE OF OUR AUDIT

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)

identifiedbytheauditors,includingthosewhichhadthegreatesteffecton:theoverallauditstrategy;theallocationofresourcesintheaudit;

and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon,

were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Carrying value of store right-of-use assets and leasehold improvements is a new key audit matter this period. Classification of adjusting

items, which was a key audit matter last period, is no longer included because of there being no judgemental items, that are individually

material, classified as adjusting in FY26. Otherwise, the key audit matters below are consistent with last period.

Key audit matter How our audit addressed the key audit matter

Carrying value of store right-of-use assets and leasehold

improvements – EMEA (Group)

Refer to Note 2 (Accounting policies, Significant judgements

and estimates) and Note 13 (Property, plant and equipment).

The Group held £25.8m (2025: £30.7m) of leasehold improvements

and £131.3m of right of use assets (2025: £143.2m) at 29 March

2026, the majority of which relate to the Group’s store portfolio.

Under IAS 36 ‘Impairment of Assets’, the Group is required to

complete an impairment review of its store portfolio where there

are indicators of impairment. Judgement is required in identifying

indicators of impairment charges and estimation is required in

determining the recoverable amount of the Group’s store portfolio.

For stores identified as at risk of impairment, management firstly

considered whether there were any qualitative reasons for these

stores not to be impaired, before performing a Value in Use (‘ViU’)

calculation on the remaining stores.

We identified this area as a key audit matter due to the level of

judgement used in management’s assessment – both qualitative

and quantitative. The key audit matter relates specifically to

the EMEA store portfolio. In making its assessment of ViU the

Group has considered the impact of the macroeconomic trading

environment, past results and site-specific circumstances.

Key areas of judgement in the cash flow forecasts include the ability

of the Group to achieve its forecasts in light of changing consumer

patterns and the ongoing competitive retail environment. The other

area of key estimation is the discount rate used to determine ViU.

As a result of the Group’s store impairment review completed

during the year, an impairment charge of £4.2m (2025: £4.3m)

was recognised.

Our audit procedures included obtaining an understanding

of management’s impairment indicators assessment and ViU

calculation process and evaluating the design and implementation

of key controls.

Our procedures in relation to the impairment indicators assessment

for EMEA included:

+ Verifying the mathematical accuracy and completeness of the

assessment and validating the inputs considered; and

+ Challenging management on stores that were underperforming

but were concluded, on qualitative grounds, to not exhibit

indicators of impairment, to assess whether the underlying

commercial considerations were reasonable.

Our procedures in relation to the Group’s ViU assessment for

EMEA included:

+ Verifying the mathematical accuracy of the impairment

assessment, including testing inputs in the model and assessing

that revenue, costs and assets have been appropriately allocated

to each of the stores;

+ Verifying the consistency of assumptions across management’s

forecasts (Parent Company investment model and going concern);

including assessing the base year budget by store and the short

term growth rates applied against independent market data;

+ Reviewing the accuracy of past forecasts of growth rates to assess

the level of accuracy of the forecasting process;

+ Engaging our internal valuations experts to independently assess

management’s discount rate;

+ Performing a sensitivity analysis over the remaining carrying value

to assess whether there was any further risk of impairment; and

+ Evaluating the disclosures in Note 13 (Property, plant and

equipment) of the Group financial statements.

Based on our audit procedures we are satisfied that the assumptions

in the impairment models are within an acceptable range, and that the

estimate of the Group’s impairment charge is materially reasonable.

We also consider the disclosure in Note 13 to be appropriate.

FINANCIAL STATEMENTS

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DR. MARTENS PLC ANNUAL REPORT 2026

Key audit matter How our audit addressed the key audit matter

Carrying value of investment in subsidiary (Parent Company)

Refer to Note 2 (Accounting policies) and Note 6 (Investments)

of the Parent Company financial statements. Investments are

investments in subsidiaries.

The Parent Company held investments of £1,119.3m at 29 March

2026 (2025: £1,413.4m).

In accordance with IAS 36, the Parent Company’s investments

(the “investment”) balance should be carried at no more than its

recoverable amount, being the higher of fair value less costs to sell

and its Value in Use (ViU). IAS 36 requires an entity to determine

whether there are indications that an impairment loss may have

occurred and if so, make an estimate of the recoverable amount.

The continuation of Dr. Martens market capitalisation being

below the carrying value of the investment was considered by

management to be an impairment trigger and consequently

an impairment assessment was performed.

This assessment included preparing a ViU model reflecting the

Board approved budget for FY27, utilising market growth rates

for years FY28 to FY31 and cash flows into perpetuity using a

terminal growth rate.

Through this assessment management identified an impairment

charge of £294.1m which is recorded in the Parent Company

financial statements.

We identified this area as a key audit matter due to the inherently

judgemental assumptions (i.e. revenue growth, EBITDA margin

and discount rates) which underpin management’s model.

Our audit procedures included obtaining an understanding

of management’s impairment indicators assessment and ViU

calculation process, and evaluating the design and implementation

of key controls.

We obtained management’s ViU model and performed the following

audit procedures:

+ We assessed whether management’s impairment model is in line

with IAS 36;

+ We verified the mathematical accuracy of the calculations used

to estimate the ViU;

+ We performed lookback procedures to understand differences

between the Group’s actual results and those budgeted, to assess

forecasting accuracy;

+ We considered the performance of the Group in comparison

with market growth rates for the footwear industry;

+ We considered external market evidence to assess certain

key assumptions within the VIU model, specifically in relation

to revenue growth by channel and region for FY27, and the

achievement of market-level growth rates for FY28 to FY31;

+ We considered variable costs within the ViU model, assessing

whether these are appropriately aligned to revenue projections;

+ We considered the appropriateness of other assumptions in the

model, including the working capital movements and long-term

growth rates;

+ Supported by our internal valuations experts, we independently

assessed management’s discount rate for appropriateness and

compared the revenue and EBITDA multiples of management’s

ViU model to similar companies;

+ We reviewed analyst reports and understood their expectations

of the target share price. We used the average of these price

expectations and the resulting implied market value of the Group

to consider the appropriateness of the reduction in the carrying

value of the investment; and

+ We evaluated the disclosures including sensitivities in Note 2

(Accounting policies) and Note 6 (Investments) of the Parent

Company financial statements.

Basedontheproceduresperformed,wearesatisfiedthatmanagement’s

estimate of the recoverable amount is materially appropriate.

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF DR. MARTENS PLC CONTINUED

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DR. MARTENS PLC ANNUAL REPORT 2026

HOW WE TAILORED THE AUDIT SCOPE

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as

a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and controls, and the industry

in which they operate.

We identified three significant components due to their size: Airwair International Limited and Dr. Martens Airwair Wholesale Limited,

which are both UK trading entities, and Dr. Martens Airwair USA LLC, which trades in the US. Full scope audits were performed on these

components, which were mostly conducted through the Group’s central finance function in the UK with an overseas component team also

auditing certain balances and classes of transactions on one of the entities. We also performed a full scope audit on Ampdebtco Limited,

a UK company which holds the Group’s bank loans.

Weperformedauditproceduresonspecificaccountsforafurtherthreenon-significanttradingentitiesintheGroup’sAPACregionandone

head office entity, based on the relative contribution to the Group. Audit procedures for these entities were performed in the respective

countries. The Group audit team also performed other central procedures on account balances or classes of transactions in other entities

as considered necessary.

Where work was performed by component auditors, detailed instructions were issued by the Group audit team and we conducted

conference calls with these teams. For our significant components, oversight procedures included regular communication with the

component teams, reviewing their working papers and attending the clearance meetings. For the remaining three non-significant

components, the Group audit team either performed audit work directly on the component, or we reviewed deliverables received

from our component audit teams and attended clearance meetings.

Specific audit procedures over centrally-owned areas, including consolidation, leases, share based payments, taxation, pensions, the

carrying value of goodwill and store right-of-use assets and leasehold improvements, were performed by the Group audit team centrally.

THE IMPACT OF CLIMATE RISK ON OUR AUDIT

In planning and executing our audit, we considered the potential impact of climate change on the Group’s business and the financial

statements. The Group has set out its intention to achieve zero waste to landfill across the value chain by 2028 and sourcing 100%

of natural materials from regenerative sources and reaching Net-Zero greenhouse gas emissions by 2040. Management considers

that the impact of climate change does not give rise to a material financial statement impact.

As part of our audit we made enquiries of management to understand and evaluate the Group’s risk assessment process in relation

to climate change including the extent of the potential impact of the physical and transition climate risk change on the Group’s financial

statements. We remained alert when performing our audit procedures for any indicators of the impact of climate risk including on future

cash flow forecasts.

We considered the extent to which climate change considerations including any expected cashflows from initiatives and commitments

disclosed, as well as any costs associated with any risks identified, had been reflected in management’s impairment assessment process,

going concern assessment and viability statement.

We have also reviewed the disclosures in relation to climate risk made in the other information within the Annual Report to ascertain whether

the disclosures are materially consistent with the financial statements and our knowledge from our audit.

We note that climate change impacts are considered within management’s forecasts although the initiatives and commitments did not have

a material impact including on our key audit matters.

FINANCIAL STATEMENTS

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DR. MARTENS PLC ANNUAL REPORT 2026

MATERIALITY

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on

the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate

on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Parent Company

Overall materiality £7.7 million (2025: £6.0 million). £10.0 million (2025: £14.2 million).

How we determined it 1% of the Group’s revenue (2025: 5% of the five-year

average adjusted Group profit before tax with a further

haircut applied).

1% of the Parent Company’s total assets

(with a haircut applied).

Rationale for

benchmark applied

In the prior period, we used a five-year average adjusted

Group profit before tax measure. We considered it

appropriate to update the benchmark in the current period

to Group revenue to reflect the greater consistency of

reported revenue over recent years, versus the volatility

in adjusted profit, and with revenue being more reflective

of the scale of the Group’s operations.

As the Parent Company, Dr. Martens plc, is a

holding company for the Group the materiality

benchmark has been determined based on

total assets, which is a generally accepted

auditing benchmark.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range

of materiality allocated across components was £0.4 million to £7.3 million. Certain components were audited to a local statutory audit

materiality that was also less than our overall Group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.

Our performance materiality was 75% (2025: 75%) of overall materiality, amounting to £5.8 million (2025: £4.5 million) for the Group

financial statements and £7.5 million (2025: £10.7 million) for the Parent Company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £385,000

(Group Audit) (2025: £300,000) and £500,000 (Parent Company audit) (2025: £710,000) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis

of accounting included:

+ Performing a walkthrough of the Group’s financial statement close process, budgeting and forecasting process and confirming our

understanding of management’s going concern assessment process;

+ Obtaining management’s going concern model which included a base case and a severe but plausible downside scenario covering the

going concern assessment period. In addition to the severe but plausible case, management prepared reverse stress test scenarios;

+ Critically assessing the assumptions within the models, including: assessing the historical accuracy of management’s forecasting and

obtaining corroborating, and considering contradictory, evidence for the assumptions used;

+ Considering the appropriateness of the assumptions applied by management in its severe but plausible downside scenario, which

included a year-on-year decrease in revenue as a result of a combination of a global cyber-attack resulting in a loss of e-commerce

sales, a factory closure in one of the key production geographical areas, a reduction in factory capacity due to a heatwave impacting

two locations and deterioration of sales trends across all channels and regions driven by consumer demand;

+ Understanding the agreements relating to covenant test ratio requirements, checking the calculation of headroom in respect of the

financial covenant test ratios and assessing the Group’s forecast banking covenant requirements; and

+ Confirming that consistent approaches to going concern, viability, impairment and other key areas of estimation have been used.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the Group’s and the 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.

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF DR. MARTENS PLC CONTINUED

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DR. MARTENS PLC ANNUAL REPORT 2026

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation

of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Parent

Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report

thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form

of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

theotherinformationismateriallyinconsistentwiththefinancialstatementsorourknowledgeobtainedintheaudit,orotherwiseappearstobe

materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based

on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act

2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters

as described below.

STRATEGIC REPORT AND DIRECTORS’ REPORT

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’

Reportfortheperiodended29March2026isconsistentwiththefinancialstatementsandhasbeenpreparedinaccordancewithapplicable

legal requirements.

In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit,

we did not identify any material misstatements in the Strategic report and Directors’ Report.

DIRECTORS’ REMUNERATION

In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information

are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material

to add or draw attention to in relation to:

+ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

+ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and

an explanation of how these are being managed or mitigated;

+ The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis

of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Parent Company’s ability

to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

+ The directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this assessment covers

and why the period is appropriate; and

+ The directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able to continue in operation

and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

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DR. MARTENS PLC ANNUAL REPORT 2026

Our review of the directors’ statement regarding the longer-term viability of the Group and Parent Company was substantially less in scope

than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the

statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is

consistent with the financial statements and our knowledge and understanding of the Group and Parent Company and their environment

obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

+ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides

the information necessary for the members to assess the Group’s and Parent Company’s position, performance, business model

and strategy;

+ The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

+ The section of the Annual Report describing the work of the Audit and Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Parent Company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules

for review by the auditors.

Responsibilities for the financial statements and the audit

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible

for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and

fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations

related to employment matters, and we considered the extent to which non-compliance might have a material effect on the financial

statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies

Act 2006, UK Listing Rules and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation

of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of

journals that did not result in an expected combination with revenue postings and management bias in accounting estimates. The Group

engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in

response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:

+ Discussions with the Directors, the Audit and Risk Committee and Group General Counsel;

+ Review of legal correspondence, internal audit reports, whistleblowing reports and Board meeting minutes and consideration

of known or suspected instances of non-compliance with laws and regulations, and fraud;

+ Challenging management on its critical accounting estimates and judgements;

+ Identifying and testing journal entries to address the risk of inappropriate journals;

+ Audit of the tax charge, assets and liabilities; and

+ Reviewing the financial statement disclosures and agreeing to underlying supporting documentation.

INDEPENDENT AUDITORS’ REPORT

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DR. MARTENS PLC ANNUAL REPORT 2026

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance

with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to

target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw

a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

USE OF THIS REPORT

This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body in accordance

with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where

expressly agreed by our prior consent in writing.

Other required reporting

COMPANIES ACT 2006 EXCEPTION REPORTING

Under the Companies Act 2006 we are required to report to you if, in our opinion:

+ we have not obtained all the information and explanations we require for our audit; or

+ adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from

branches not visited by us; or

+ certain disclosures of directors’ remuneration specified by law are not made; or

+ the Parent Company financial statements and the part of the Remuneration Report to be audited are not in agreement with the accounting

records and returns.

We have no exceptions to report arising from this responsibility.

APPOINTMENT

We were first appointed by the Parent Company for the financial year ended 31 March 2023. Our uninterrupted engagement covers four

financial years/periods.

OTHER MATTER

The Parent Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial

statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

JONATHAN STURGES (SENIOR STATUTORY AUDITOR)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

19 May 2026

FINANCIAL STATEMENTS

161

DR. MARTENS PLC ANNUAL REPORT 2026

		FY26	FY25
	Note	£m	£m
Revenue	3	764.9	787 .6
Cost of sales		(258.9)	(275.9)
Gross margin		506.0	511.7
Selling and administrative expenses	5	(449.0)	(474.7)
Finance income		3.7	3.8
Finance expense	8	(28.0)	(32.0)
Profit before tax		32.7	8.8
EBIT 1	3	57 .0	37 .0
Net finance expense		(24.3)	(28.2)
Profit before tax		32.7	8.8
Tax expense	9	(8.9)	(4.3)
Profit for the period		23.8	4.5

Reconciliation of adjusted EBIT

: Note(s)

FY26

£m

FY25

£m

EBIT

3 57.0 37.0

Exceptional costs

3, 4, 31 12.1 16.3

Investment in transformation 3, 4 6.9 –

Impairment of non-financial assets 3, 4 4.2 4.3

Currency (gains)/losses 3, 4 (0.9) 3.1

Adjusted EBIT

– non-GAAP measure 79.3 60.7

Reconciliation of adjusted profit before tax

: Note(s)

FY26

£m

FY25

£m

Profit before tax 3 32.7 8.8

Exceptional costs

3, 4, 31 12.1 17.9

Investment in transformation 3, 4 6.9 –

Impairment of non-financial assets 3, 4 4.2 4.3

Currency (gains)/losses 3, 4 (0.9) 3.1

Adjusted profit before tax

– non-GAAP measure 55.0 34.1

Earnings per share	Note	FY26	FY25
Basic	10	2.5p	0.5p
Diluted	10	2.4p	0.5p

Adjusted earnings per share

– non-GAAP measure Note FY26 FY25

Adjusted basic

10 4.2p 2.4p

Adjusted diluted

10 4.1p 2.4p

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

The results for the periods presented above are derived from continuing operations and are entirely attributable to the owners of the

Parent Company.

The notes on pages 167 to 212 form part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE 52 WEEKS ENDED 29 MARCH 2026

162

DR. MARTENS PLC ANNUAL REPORT 2026

		FY26	FY25
	Note	£m	£m
Profit for the period		23.8	4.5
Other comprehensive income/(expense)
Items that may not subsequently be reclassified to profit or loss
Remeasurements of defined benefit pension scheme	30	3.6	–
Tax in relation to remeasurements of defined benefit pension scheme	9	(0.9)	–
Items that may subsequently be reclassified to profit or loss
Foreign currency translation differences		(5.2)	(3.1)
Cash flow hedges: Fair value movements in equity		(1.9)	(0.3)
Cash flow hedges: Reclassified and reported in profit or loss	20	1.3	(0.2)
Tax in relation to share schemes	9	0.3	(0.7)
Tax in relation to cash flow hedges	9	0.1	0.3
		(2.7)	(4.0)
Total comprehensive income for the period		21.1	0.5

The notes on pages 167 to 212 form part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 52 WEEKS ENDED 29 MARCH 2026

FINANCIAL STATEMENTS

163

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		FY26	FY25
ASSETS	Note(s)	£m	£m
Non-current assets
Intangible assets	12	270.4	274.0
Property, plant and equipment	13	43.5	49.6
Right-of-use assets	13	131.3	143.2
Investments	21	1.0	1.0
Derivative financial assets	20	–	–
Deferred tax assets	23	11.0	11.1
Net pension asset	30	3.0	–
		460.2	478.9
Current assets
Inventories	14	160.8	187 .4
Trade and other receivables	15	70.7	62.4
Income tax assets		4.8	4.2
Derivative financial assets	20	0.5	1.0
Cash and cash equivalents	16	180.3	155.9
		417 .1	410.9
Total assets		877 .3	889.8
LIABILITIES
Current liabilities
Trade and other payables	17	(112.3)	(108.9)
Borrowings	18	(2.1)	(2.4)
Lease liabilities	18, 29	(44.1)	(45.9)
Income tax liabilities		(1.2)	(1.3)
Derivative financial liabilities	20	(0.2)	(0.1)
		(159.9)	(158.6)
Non-current liabilities
Borrowings	18	(247 .6)	(246.3)
Lease liabilities	18, 29	(99.7)	(109.5)
Provisions	19	(7 .3)	(6.5)
Deferred tax liabilities	23	(1.3)	(2.5)
		(355.9)	(364.8)
Total liabilities		(515.8)	(523.4)
Net assets		361.5	366.4
EQUITY
Equity attributable to the owners of the Parent
Ordinary share capital	24, 26	9.7	9.6
Treasury shares	25, 26	(6.7)	–
Hedging reserve	26	0.2	0.7
Capital redemption reserve	26	0.4	0.4
Merger reserve	26	(1,400.0)	(1,400.0)
Foreign currency translation reserve	26	1.4	6.6
Retained earnings	26	1,756.5	1,749.1
Total equity		361.5	366.4

The notes on pages 167 to 212 form part of these Consolidated Financial Statements.

The Consolidated Financial Statements on pages 162 to 212 were approved and authorised by the Board of Directors on 19 May 2026

and signed on its behalf by:

IJE NWOKORIE GILES WILSON

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

CONSOLIDATED BALANCE SHEET

AS AT 29 MARCH 2026

164

DR. MARTENS PLC ANNUAL REPORT 2026

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE 52 WEEKS ENDED 29 MARCH 2026

		Ordinary			Capital		Foreign
		share	Treasury	Hedging	redemption	Merger	translation	Retained	Total
		capital	shares	reserve	reserve	reserve	reserve	earnings	equity
	Note	£m	£m	£m	£m	£m	£m	£m	£m
At 1 April 2024		9.6	–	0.9	0.4	(1,400.0)	9.7	1,747 .6	368.2
Profit for the period		–	–	–	–	–	–	4.5	4.5
Other comprehensive expense		–	–	(0.2)	–	–	(3.1)	(0.7)	(4.0)
Total comprehensive (expense)/income for the period		–	–	(0.2)	–	–	(3.1)	3.8	0.5
Dividends paid	11	–	–	–	–	–	–	(9.5)	(9.5)
Shares issued	24	–	–	–	–	–	–	–	–
Share-based payments	27	–	–	–	–	–	–	7. 2	7. 2
At 30 March 2025		9.6	–	0.7	0.4	(1,400.0)	6.6	1,749.1	366.4
Profit for the period		–	–	–	–	–	–	23.8	23.8
Other comprehensive (expense)/income		–	–	(0.5)	–	–	(5.2)	3.0	(2.7)
Total comprehensive (expense)/income for the period		–	–	(0.5)	–	–	(5.2)	26.8	21.1
Dividends paid	11	–	–	–	–	–	–	(24.6)	(24.6)
Shares issued	24	0.1	–	–	–	–	–	–	0.1
Share-based payments	27	–	–	–	–	–	–	5.2	5.2
Purchase of own shares held by employee trust	25	–	(6.7)	–	–	–	–	–	(6.7)
At 29 March 2026		9.7	(6.7)	0.2	0.4	(1,400.0)	1.4	1,756.5	361.5

The notes on pages 167 to 212 form part of these Consolidated Financial Statements.

FINANCIAL STATEMENTS

165

DR. MARTENS PLC ANNUAL REPORT 2026

		FY26	FY25
	Note(s)	£m	£m
Profit after taxation		23.8	4.5
Add back: income tax expense	9	8.9	4.3
finance income		(3.7)	(3.8)
finance expense	8	28.0	32.0
depreciation, amortisation and impairment	12, 13	72.6	76.8
other (gains)/losses		(0.7)	0.1
currency (gains)/losses		(0.9)	3.1
loss/(gain) realised on matured derivatives		1.3	(3.8)
share-based payments charge	27	5.2	7. 2
defined benefit pension past service cost	30	0.6	–
Decrease in inventories		23.5	62.7
(Increase)/decrease in trade and other receivables		(8.8)	6.3
Increase in trade and other payables		5.1	15.3
Change in net working capital		19.8	84.3
Cash flows from operating activities
Cash generated from operations		154.9	204.7
Taxation paid		(10.9)	(12.2)
Settlement of matured derivatives		(1.3)	3.8
Net cash inflow from operating activities		142.7	196.3
Cash flows from investing activities
Additions to intangible assets	12	(2.7)	(10.3)
Additions to property, plant and equipment	13	(9.2)	(8.4)
Finance income received		3.7	3.4
Net cash outflow from investing activities		(8.2)	(15.3)
Cash flows from financing activities
Finance expense paid		(20.9)	(31.5)
Payment of lease interest	29	(6.3)	(6.9)
Payment of lease liabilities	29	(49.3)	(49.3)
Purchase of own shares held by employee trust	25	(6.7)	–
Proceeds from borrowings	18	–	250.0
Repayment of borrowings	18	–	(283.0)
Settlement of matured derivatives		–	(4.0)
Dividends paid	11	(24.6)	(9.5)
Net cash outflow from financing activities		(107 .8)	(134.2)
Net increase in cash and cash equivalents		26.7	46.8
Cash and cash equivalents at beginning of period		155.9	111.1
Effect of foreign exchange on cash held		(2.3)	(2.0)
Cash and cash equivalents at end of period	16	180.3	155.9

The notes on pages 167 to 212 form part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 52 WEEKS ENDED 29 MARCH 2026

166

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026

1. General information

Dr. Martens plc (the ‘Company’) is a public company limited by shares incorporated in the United Kingdom, and registered and domiciled

in England and Wales, whose shares are traded on the London Stock Exchange. The Company’s registered office is: 28 Jamestown Road,

Camden, London NW1 7BY . The principal activity of the Company and its subsidiaries (together referred to as the ‘Group’) is the design,

development, procurement, marketing, selling and distribution of footwear under the Dr. Martens brand.

2. Accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been

consistently applied to the periods presented, unless otherwise stated. Amounts are presented in GBP and to the nearest million pounds

(to one decimal place) unless otherwise noted. The reporting period is defined as the 52 weeks ended 29 March 2026 and 52 weeks ended

30 March 2025 for the comparative period.

2.1 BASIS OF PREPARATION

The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted International Accounting

Standards in conformity with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The Group’s Consolidated Financial Statements have been prepared on a going concern basis under the historical cost convention,

except for equity investments, derivative financial instruments, money market funds, share-based payments and pension scheme assets

that have been measured at fair value.

Certain amounts in the Statement of Profit or Loss and the Balance Sheet have been grouped together for clarity, with their breakdown being

shown in the notes to the financial statements. The distinction presented in the Balance Sheet between current and non-current entries has

been made on the basis of whether the assets and liabilities fall due within more than one year.

CONSIDERATION OF CLIMATE RISK MATTERS

The Group continues to assess the impact of climate risk matters on many aspects of the business, including climate-related scenario

analysis as required by the Task Force on Climate-related Financial Disclosures. Building on this scenario analysis, consideration has

been given to the impact of climate-related risk on management judgements and estimates, and compliance with existing accounting

requirements. The incurred costs and investments associated with our sustainability strategy are reflected in the Group’s Financial

Statements. The impact of climate-related risk matters is not expected to be material to the 29 March 2026 Consolidated Financial

Statements, the Group going concern assessments to 30 May 2027, or the viability of the Group over the next three years.

FINANCIAL CALENDAR

The FY26 period began on 31 March 2025, and the Consolidated Financial Statements report the 52 weeks ended 29 March 2026.

The retail calendar will report a 52-week year, split into monthly 5-4-4 Monday to Sunday week formats

. A 53-week year will be reported

approximately every six years to avoid the retail calendar deviating by more than seven days from the calendar year and the accounting

reference date of 31 March.

GOING CONCERN

The financial statements have been prepared on the going concern basis. The going concern assessment covers at least the 12-month

period from the date of the signing of the financial statements, and the going concern basis is dependent on the Group maintaining

adequate levels of resources to operate during the period. To support this assessment, detailed trading and cash flow forecasts, including

forecast liquidity and covenant compliance, were prepared for the 14-month period to 30 May 2027. The Directors’ assessment used the

same assumptions and methods as the viability assessment on pages 56 and 57.

The key stages of the assessment process are summarised as follows:

+ The Group planning process forms the basis of the going concern review, this consists of a review of strategy and producing outputs

for long, medium and short-term financial plans, based on key assumptions which are agreed with the GLT and Board. Going forward,

this will be agreed with the newly formed Executive Team.

+ The trading outlook over the long, medium and short-term is evaluated, contextualising our assessments within the broader

macroeconomic environment.

+ Micro and macro central planning assumptions are identified and incorporated into the assessments.

+ The Directors of the Group have considered the future position based on current trading and a number of potential downside scenarios

which may occur, including the impact of appropriate principal risks crystallising.

+ Further details on the potential downside scenarios relevant to the going concern assessment period have been included below.

The Directors also considered the Group funding arrangements as at 29 March 2026. The Term Loan and Revolving Credit Facility (RCF)

were successfully refinanced in November 2024. As at 29 March 2026 the Group reports cash of £180.3m, a Term Loan of £250.0m, and

an undrawn RCF of £122.7m. The initial term of both facilities ends on 14 November 2027. There are two one-year extension options subject

to lender approval, of which one has now been executed.

1. Although FY26 represents a financial period, there are instances throughout the statements where it is referred to as a year.

FINANCIAL STATEMENTS

167

DR. MARTENS PLC ANNUAL REPORT 2026

Consistent with the Viability Statement on pages 56 and 57, management have modelled, and the Directors have reviewed ‘top-down’

sensitivity and stress testing, including a review of the cash flow projections and covenant compliance under a severe but plausible

scenario in relation to certain main risks and specific events assessed which are detailed below:

+ The impact of a factory closure in one key production geographic area due to climate change (e.g. flooding).

+ The impact of a reduction in factory capacity due to climate change (e.g. heatwave).

+ Global cyber-attack resulting in two-month loss of ecommerce sales during peak trading period.

+ Weaker consumer sentiment and lower demand.

‘Top-down’ sensitivity and stress testing included a review of the cash flow projections and covenant compliance under a severe but

plausible scenario in relation to the downside scenarios described above. In the unlikely event of all the above scenarios occurring together,

the Group can withstand material revenue decline and without applying available mitigations, headroom above covenant requirements

remains, in line with expectation and the Group continues to have satisfactory liquidity and covenant headroom throughout the period under

review. Experience over four years of FY23 to FY26 has indicated minimal wholesale bad debt risk and minimal margin risk with the principal

risk to meeting covenant compliance being lower revenue.

In modelling our severe but plausible downside we have incorporated the impact of a double-digit decrease in revenue from the base plan in

the short-term, whilst holding stock purchases in line with the base plan. Under this scenario, mitigations have not been included, but have

been set out for reference, including some cost and cash savings that materialise immediately if the Group’s performance is below budget

and other planned and standard cost reductions.

A more extreme downside scenario is not considered plausible.

Reverse stress tests have been modelled to determine what could break covenant compliance estimates and liquidity before mitigating

actions. A covenant breach test was performed as at March 2027, it was concluded that the business could weather extreme growth

reductions without mitigation vs the base plan. The business would have to experience -18%pts decline in growth relative to the base plan

before covenants are breached in March 2027. A further scenario, modelling the revenue decline required to reach -£50m cash at the end of

the going concern period was also performed. Modelling of -£50m cash, rather than the full utilisation of the RCF, is performed as this would

trigger special cash monitoring measures. The business would have to experience -42%pts decline in revenue growth vs the market growth

plan during the period. The Directors have assessed the likelihood of both scenarios to be remote.

We have also assessed the qualitative and quantitative impact of climate-related risks, as noted in our TCFD scenario analysis and above,

on asset recoverable amounts and concluded that there would not be a material impact on the business and cash flows in the viability period.

We will continue to monitor the impact of the macroeconomic backdrop and geopolitical events on the Group in the countries where we

operate, and we plan to maintain flexibility to react as appropriate.

2.2 BASIS OF CONSOLIDATION

The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries as at 29 March 2026 and

30 March 2025. Control is achieved when the Group has rights to variable returns from its involvement with the investee and the ability to

use its power over the investee to affect the amount of the investor’s returns. Specifically, the Group controls an investee if, and only if, the

Group has:

+ power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

+ exposure, or rights, to variable returns from its involvement with the investee; and

+ the ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less

than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether

it has power over an investee, including:

+ the contractual arrangement(s) with the other vote holders of the investee;

+ rights arising from other contractual arrangements; and

+ the Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more

of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when

the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period

are included in the Consolidated Financial Statements from the date the Group gains control until the date the Group ceases to control

the subsidiary.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

2. Accounting policies continued

2.1 BASIS OF PREPARATION CONTINUED

168

DR. MARTENS PLC ANNUAL REPORT 2026

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the

Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions

between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest

and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised

at fair value.

2.3 ADOPTION OF NEW AND REVISED STANDARDS

The following amendment became applicable for the current reporting period. This amendment does not have an impact on the Group

in the current reporting period, and is not expected to have a material impact in future reporting periods:

+ Amendments to IAS 21 – Lack of exchangeability

The following new or amended IFRS accounting standards, amendments and interpretations are not yet adopted, and it is expected that

where applicable, these standards and amendments will be adopted on each respective effective date:

+ IFRS 18 – Presentation and disclosure in financial statements

+ IFRS 19 – Subsidiaries without public accountability: disclosures

+ Amendments to IFRS 19 – Subsidiaries with public accountability: disclosures

+ Annual Improvements to IFRS – Volume 11

+ Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments

+ Amendments to IFRS 9 and IFRS 7 – Contracts referencing nature-dependent electricity

+ Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency

IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of

the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will

not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected

to be pervasive. In particular, those related to the Statement of Profit or Loss and providing management-defined performance measures

within the financial statements. Management is currently assessing the detailed implications of applying the new standard to the Group’s

Consolidated Financial Statements.

The Group will apply the new standard from its mandatory effective date of 1 January 2027, subject to UK endorsement. Retrospective

application is required, and so the comparative information for the financial period ending 28 March 2027 will be restated in accordance

with IFRS 18.

Other accounting standards, amendments and interpretations not yet adopted are not expected to have a material impact.

2.4 ALTERNATIVE PERFORMANCE MEASURES (APMS)

Management exercises judgement in determining the adjustments to apply to IFRS measurements in order to derive suitable APMs.

As set out in the Glossary on pages 227 to 229, APMs are used as management believes these measures provide additional useful

information on the underlying trends, performance and position of the Group. These measures are used for performance analysis.

The APMs are not defined by IFRS and therefore may not be directly comparable with other companies’ APMs. These measures are

not intended to be a substitute for, or superior to, IFRS measurements.

ADJUSTING ITEMS

For the periods ended 29 March 2026 and 30 March 2025, the Group has utilised the term ‘adjusting items’ which are used within

adjusted performance measures as defined in the Glossary on pages 227 to 229. Adjusted results are presented to provide a clearer view

of the Group’s ongoing operational performance, reflecting how the business is managed and measured on a day-to-day basis, and to aid

comparability between periods.

Adjusting items include exceptional costs, investment in transformation, impairment of non-financial assets and currency gains/losses.

Investment in transformation is a new category of adjusting items. Investment in transformation comprises costs associated with

transformation programmes that are delivering significant changes to how the business operates.

2. Accounting policies continued

2.2 BASIS OF CONSOLIDATION CONTINUED

FINANCIAL STATEMENTS

169

DR. MARTENS PLC ANNUAL REPORT 2026

Exceptional costs are items of income/expense that are significant in nature and/or quantum, and/or are considered unusual or

non-recurring, such that they are not considered part of the core operations of the business. The following items were included

as exceptional costs for the period ended 29 March 2026; refer to note 4 for further detail:

+ Director joining costs relating to sign-on packages that are not considered to be part of the normal operating costs of the business.

+ Cost savings related costs arising from operational changes that are not considered to be part of the normal and ongoing operating

costs of the business.

+ Pension buy-in accounting charges and associated expenses.

+ IEEPA-related US tariffs following the US Supreme Court judgment.

2.5 FOREIGN CURRENCY TRANSLATION

The Consolidated Financial Statements are presented in GBP, which is the Group’s presentational currency. The Group includes foreign

entities whose functional currencies are not GBP. On consolidation, the assets and liabilities of the Group entities that have a functional

currency different from the presentation currency are translated into GBP at the closing rate at the date of that Balance Sheet. Income and

expenses for each Statement of Profit or Loss are translated at average foreign exchange rates for the period. Foreign exchange differences

are recognised in other comprehensive income. The functional currency of each company in the Group is that of the primary economic

environment in which the entity operates.

2.6 REVENUE

The Group’s revenue arises from the sale of goods to customers. Contracts with customers generally have one performance obligation.

The Group has concluded that the revenue from the sale of goods should be recognised at a point in time when control of the goods is

transferred to the customer, which is dependent on the revenue channel. Revenue is recognised at the invoiced price less any associated

discounts and sales taxes.

The Group assessed its revenue channels against the IFRS 15 five-step model, identifying the contracts, the performance obligations

and the transaction price, and then allocating this to determine the timing of revenue recognition. The revenue channels that have been

separately assessed are as follows:

+ ecommerce revenue, including delivery charge income;

+ retail revenue; and

+ wholesale revenue.

Control is passed to the customer on the following basis under each of the revenue channels as follows:

+ ecommerce channel: upon receipt of the goods by the consumer;

+ retail channel: upon completion of the transaction; and

+ wholesale channel: upon delivery of the goods or upon dispatch to the customer if the customer takes responsibility for delivery.

The payment terms across each of these revenue channels vary. The payments for retail are received at the transfer of control. Ecommerce

payments are mainly made in advance of transfer of control by less than one week as there is a timing difference between receipt of cash

on order and receipt of goods by the consumer. Wholesale customers pay on terms generally between 30 and 60 days.

Some contracts for the sale of goods provide customers with a right of return and rebates. Under IFRS 15, this gives rise to variable

consideration, which is constrained such that it is highly probable that significant reversal will not occur.

RIGHTS OF RETURN

When a contract provides a customer with a right of return, under IFRS 15, the consideration is variable because the contract allows the

customer to return the product. The Group uses the expected value method to estimate the goods that will be returned and recognise a

refund liability and an asset for the goods to be recovered. Provisions for returned goods are calculated based on future expected levels

of returns for each channel, assessed across a variety of factors such as historical trends, economic factors and other measures.

REBATES

Under IFRS 15, rebates give rise to variable consideration. To estimate this the Group applies the most likely amount method.

2.7 FINANCE INCOME AND EXPENSES

Finance expenses consist of interest payable on various forms of debt and finance income consists of interest receivable amounts from

cash held. Both are recognised in the Statement of Profit or Loss under the effective interest rate method.

2.8 TAXATION

The tax expense represents the sum of the tax currently payable and deferred tax movement recognised. The tax currently payable is based

on taxable profit. Taxable profit differs from net profit as reported in the Statement of Profit or Loss because it excludes items of income

or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s

liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the end of each reporting period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

2. Accounting policies continued

2.4 ALTERNATIVE PERFORMANCE MEASURES (APMS) CONTINUED

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DR. MARTENS PLC ANNUAL REPORT 2026

2.8 TAXATION CONTINUED

Tax provisions are recognised when there is a potential exposure to an uncertain tax position and an outflow of resources is probable.

The Group applies IFRIC 23 Uncertainty over Income Tax Treatments to measure uncertain tax positions. The Group calculates each provision

using either the expected value method or the most likely outcome method in line with the guidance contained within IFRIC 23. The uncertain

tax positions are reviewed regularly and there is ongoing monitoring of tax cases and rulings which could impact the provision.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the historical

financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the Balance Sheet

liability method based on rates that are enacted or substantively enacted by the end of each reporting period. Deferred tax liabilities are recognised

for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available

against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises

from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects

neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising in investments

in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference

will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 to the period when the asset is realised, or the liability is settled.

Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items credited or charged directly to equity,

in which case the deferred tax is also dealt with in equity. Both deferred tax assets and liabilities and current tax assets and liabilities are

offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes

levied by the same taxation authority, and the Group intends to settle its current tax assets and liabilities on a net basis.

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%

for large groups for financial years beginning on or after 31 December 2023. The majority of territories in which the Group operates are

expected to qualify for one of the safe harbour exemptions such that top-up taxes should not apply.

On 23 May 2023, the IASB issued an amendment to IAS 12 ‘Income Taxes’ to clarify how the effects of the global minimum tax framework

should be accounted for and disclosed effective 1 January 2023. This was endorsed by the UK Endorsement Board on 19 July 2023 and

has been adopted by the Group for 2025 reporting. The Group has applied the exemption to recognising and disclosing information about

deferred tax assets and liabilities related to Pillar Two income taxes.

2.9 DIVIDENDS

Final dividends are recorded in the financial statements in the period in which they are approved by the Company’s shareholders. Interim

dividends are recorded in the period in which they are paid.

2.10 INTANGIBLE ASSETS

GOODWILL

Business combinations are accounted for by applying the acquisition method. Goodwill acquired represents the excess of the fair value

of the consideration over the fair value of the identifiable net assets acquired.

After initial recognition, positive goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the

goodwill is allocated to cash generating units, usually at business segment level, for the purpose of impairment testing and is tested at least

annually for impairment, or if an indicator of impairment exists. On subsequent disposal or termination of a business acquired, the profit

or loss on termination is calculated after charging the carrying value of any related goodwill. Negative goodwill is recognised directly in

the Statement of Profit or Loss.

SEPARATELY ACQUIRED INTANGIBLE ASSETS

Separately acquired intangible assets comprise other intangibles. Other intangibles that have finite useful lives are carried at cost less

accumulated amortisation and any provision for impairment. Other intangibles with a finite life are amortised on a straight line basis over the

expected useful economic life of each of the assets, which is considered to be 5 to 15 years. Amortisation expense is charged to selling and

administrative expenses. Other intangibles with an indefinite useful life are carried at cost less impairment. These are other intangibles for

which the estimated useful life is indefinite. The carrying value of intangible assets is reviewed for impairment whenever events or changes

in circumstances indicate the carrying value may not be recoverable.

SOFTWARE

Software comprises internally generated software development. Research expenditure is charged to income in the period in which it is

incurred. Development expenditure is charged to income in the period it is incurred unless it meets the recognition criteria of IAS 38

Intangible Assets to be capitalised as an intangible asset. Following initial recognition of the development expenditure as an asset, the asset

is carried at cost less any accumulated amortisation and impairment losses. Amortisation begins when development is complete, and the

asset is available for use. These assets are considered to have finite useful lives and are amortised on a straight line basis over the expected

useful economic life of the assets, which is considered to be 5 to 15 years. Amortisation expense is charged to selling and administrative

expenses. The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the

carrying value may not be recoverable.

2. Accounting policies continued

FINANCIAL STATEMENTS

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2.11 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is carried at cost less accumulated depreciation and provision for impairment. Depreciation is calculated

to write down the cost of the assets less estimated residual value over its expected useful life on a straight line basis as follows:

Freehold property	50 years
Freehold improvements	10 years
Leasehold improvements	Over the life of the lease
Plant and machinery	15 years
Fixtures and fittings	5-15 years
Office and computer equipment	3 years for computer equipment and 5 years for all other office equipment

Depreciation expense is charged to selling and administrative expenses. Any gain or loss arising on the derecognition of the asset

(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement

of Profit or Loss in the period that the asset is derecognised.

2.12 LEASE ACCOUNTING

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control

the use of an identified asset for a period of time in exchange for consideration.

GROUP AS A LESSEE

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value

assets. As part of the measurement approach, the Group uses its incremental borrowing rate which is adjusted by both property type

and geography. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the

underlying assets.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement

of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease

payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight

line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

Right-of-use-assets

Shorter of lease term and estimated useful life (3 to 15 years)

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,

depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the

accounting policies in the Impairment of non-financial assets section.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be

made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives

receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments

of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that

do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the

event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate (adjusted by both property type

and geography) at the lease commencement date as often the interest rate implicit in the lease is not readily determinable. After the

commencement date, the amount of lease liabilities is increased to reflect the interest charge and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification that does not increase the scope of the lease,

a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate

used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. A lease modification

is accounted for as a separate lease where the modification increases the scope of the lease, and the lease consideration increases by

an amount reflecting the stand-alone price for the increase in scope. The Group’s lease liabilities are included in interest-bearing loans

and borrowings note 18.

iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that

have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of

low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term

leases and leases of low-value assets are recognised as an expense on a straight line basis over the lease term.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

2. Accounting policies continued

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2.13 IMPAIRMENT OF NON-FINANCIAL ASSETS

The carrying amounts of the Group’s relevant assets are reviewed at each period-end date to determine whether there is any indication of

impairment, and if an indicator is present the asset is tested for impairment. For goodwill and intangible assets that have an indefinite useful

life, an impairment test is also performed each period-end. If an impairment test is required, the Group estimates the asset’s recoverable

amount. An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if

the recoverable amount is less than the carrying value of the asset. Impairment losses are recognised in the Statement of Profit or Loss in

those expense categories consistent with the function of the impaired asset.

2.14 INVENTORIES

Inventories are stated at the lower of cost and net realisable value. The cost of inventories consists of all costs of purchase, costs of design

and other costs incurred in bringing the inventory to its first point of sale location and condition. Inventories are valued at weighted average

cost, including freight to warehouse and duty. Net realisable value is based on estimated selling price less any costs expected to be incurred

to completion or disposal.

2.15 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

OFFSETTING OF FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are offset and the net amount is reported in the Consolidated Balance Sheet if there is a currently

enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets, and to settle

the liabilities simultaneously.

CATEGORISATION OF INPUTS FOR FAIR VALUE MEASUREMENTS

Assets and liabilities held at fair value are categorised into levels that have been defined according to IFRS 13 ‘Fair Value Measurement’

measurement hierarchy as follows:

+ quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

+ inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices)

or indirectly (that is, derived from prices) (Level 2); and

+ inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair values of derivatives are calculated using valuation models based on observable market curves such as forward foreign exchange

rates, discounted back to present value using risk-free interest rates. The impacts of counterparty credit, volatility and currency basis are

also considered as part of the fair valuation where appropriate.

All financial instruments that are held at fair value use Level 2 inputs except for equity investments which use Level 3 inputs. Furthermore,

under IFRS 9, cost has been used as the best estimate for fair value for equity investments due to insufficient recent information available

to measure fair value.

2.16 FINANCIAL ASSETS

RECOGNITION AND DERECOGNITION

Purchases and sales of financial assets are recognised on trade date being the date on which the Group commits to purchase or sell

the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been

transferred and the Group has transferred substantially all the risks and rewards of ownership.

INVESTMENTS

Equity investments that are not held for trading have been irrevocably designated as fair value through other comprehensive income.

After initial recognition at fair value plus transaction costs, these assets are recorded at fair value at each period end with the movements

recognised in other comprehensive income until derecognition or impaired. On derecognition, the cumulative gain or loss previously

recognised in other comprehensive income is never recycled to the income statement. Dividends on financial assets at fair value through

other comprehensive income are recognised in the income statement when the entity’s right to receive payment is established. Equity

investments are recorded in non-current assets unless they are expected to be sold within one year.

TRADE AND OTHER RECEIVABLES

Trade receivables are assessed under IFRS 9 and measured at amortised cost using the effective interest rate method. The Group

recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss (FVPL).

The most significant financial assets of the Group are its cash and trade receivables. ECLs are based on the difference between the

contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an

approximation of the original effective interest rate.

2. Accounting policies continued

FINANCIAL STATEMENTS

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DR. MARTENS PLC ANNUAL REPORT 2026

CASH AND CASH EQUIVALENTS

Cash and cash equivalents primarily comprise cash held in bank accounts, money market funds (MMFs) and bank term deposits maturing

less than 90 days from inception. All cash is held short term in highly liquid investments that are readily convertible to a known amount of

cash and are subject to an insignificant risk of changes in value.

Included in cash and cash equivalents are electronic payments from customers using debit and credit cards, digital wallets, and other

payment methods which are received from payment service providers (PSPS) along with cash in transit from various payment processing

intermediaries that provide receipting services to the Group. All cash and cash equivalents are measured at amortised cost except MMFs

which are held at fair value through profit or loss.

Summary of the Group’s financial assets:

Financial asset	IFRS 9 classification
Investments	Fair value through other comprehensive income
Trade and other receivables excluding prepayments	Amortised cost
Derivative financial assets	Fair value through profit and loss
Cash and cash equivalents	Amortised cost, except for cash amounts held within money market funds
	which are held at fair value through profit or loss

2.17 FINANCIAL LIABILITIES

The Group classifies and measures all of its non-derivative financial liabilities at amortised cost.

INITIAL RECOGNITION

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

DERECOGNITION

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial

liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.

The difference in the respective carrying amounts is recognised in the Statement of Profit or Loss.

TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the course of ordinary business from suppliers.

Accounts 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 payables are recognised initially at fair value and subsequently held at amortised cost using the effective interest rate method.

Summary of the Group’s financial liabilities:

Financial liability	IFRS 9 classification
Bank debt	Amortised cost
Bank interest	Amortised cost
Lease liabilities	Amortised cost
Derivative financial instruments	Fair value through profit and loss
Trade and other payables excluding non-financial liabilities	Amortised cost

2.18 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Group uses foreign exchange forward contracts to hedge its foreign currency risks. Such derivative financial instruments are initially

recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at 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.

Gains or losses arising from changes in fair value related to derivatives held in a cash flow hedge relationship are recognised in other

comprehensive income/(expense) and deferred in the hedging reserve to the extent that the hedges are deemed effective. Amounts are

transferred to the income statement in the same period in which the hedged risk affects the income statement and against the same line item.

Where cash flow hedging is applied, the Group designates foreign exchange derivative hedges on a full forward or spot basis. Where only

the spot element of a foreign exchange derivative is designated, the cost of hedging election is applied to the forward points with fair value

movements recognised in other comprehensive income and released to profit or loss depending on the nature of the underlying hedged item.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

2. Accounting policies continued

2.16 FINANCIAL ASSETS CONTINUED

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The Group performs regular hedge effectiveness testing. For cash flow hedges where the forecast transaction is no longer expected to

occur, hedge accounting is discontinued, and all accumulated gains or losses held in the hedging reserve are immediately recognised in

profit or loss. Where hedge accounting is discontinued as a result of expiry, disposal or termination of the derivative instrument (and where

the hedge relationship was deemed to be effective), accumulated gains or losses up to the point of discontinuation are held in the hedging

reserve and released to profit or loss in line with the hedged item.

Derivative financial instruments consist of foreign currency exchange forward contracts, which are categorised within Level 2 under the

IFRS 13 measurement hierarchy (refer to note 20 for further detail on fair value level categorisation).

The full fair values of derivatives are classified as a non-current asset or liability if the remaining maturity of the derivatives are more than

12 months and as a current asset or liability if the maturity of the derivatives are less than 12 months.

2.19 BORROWINGS

Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised cost using the

effective interest rate method so that any difference between the proceeds (net of transaction costs) and the redemption value is recognised

in the Statement of Profit or Loss over the period of the borrowings. Details of the Group’s borrowings are included in note 18.

BORROWING COSTS

The Group expenses borrowing costs in the period the costs are incurred. Where borrowing costs are attributable to the acquisition,

construction or production of a qualifying asset, such costs are capitalised as part of the specific asset and amortised over the estimated

useful life of the asset. Details of the Group’s borrowings are included in note 18.

2.20 ORDINARY SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity

as a deduction, net of tax, from the proceeds.

2.21 SEGMENTAL ANALYSIS

IFRS 8 ‘Operating Segments’ requires operating segments to be determined by the Group’s internal reporting to the Chief Operating

Decision Maker (CODM). The CODM has been determined to be both the CEO and CFO, who receive information on this basis of the

Group’s revenue in key geographical regions based on the Group’s management and internal reporting structure. The CODM assesses

the performance of geographical segments based on a measure of revenue and EBIT

. To increase transparency the Group also includes

additional voluntary disclosure analysis of global revenue within different operating channels.

2.22 PENSION ARRANGEMENTS

The Group provides pension benefits which include both defined benefit and defined contribution arrangements.

DEFINED CONTRIBUTION PENSION SCHEMES

For defined contribution schemes the amount charged to the Statement of Profit or Loss represents the contributions payable to the plans in

the accounting period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals

or prepayments in the Balance Sheet.

DEFINED BENEFIT PENSION SCHEME

The Group operates a defined benefit pension scheme, which requires contributions to be made to separately administered funds for

administration expenses. The Group did not make any contributions to the scheme in the period (FY25: £nil). The UK defined benefit

scheme was closed to new members on 6 April 2002, from which time membership of a defined contribution plan was available. It was

then closed to all future accrual for all existing members on 31 January 2006. A valuation of the Plan is carried out at least once every three

years to determine whether the Statutory Funding Objective is met. A full actuarial valuation was carried out as at 30 June 2025. During

the period, the Trustees purchased a bulk annuity contract, constituting a buy-in transaction. Prior to the buy-in, the Plan surplus was not

recognised on the Balance Sheet due to uncertainty over recoverability. Following the transaction, the surplus is now recognised in full in

the Balance Sheet as it represents a true economic surplus as set out in note 30.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of

the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate

bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms

of the related pension obligation. Past-service costs are recognised immediately in the Statement of Profit or Loss.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of

plan assets. When occurring, this cost is included in employee benefit expense in the Statement of Profit or Loss. Actuarial gains and losses

arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive

income in the period in which they arise.

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

2. Accounting policies continued

2.18 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES CONTINUED

FINANCIAL STATEMENTS

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DR. MARTENS PLC ANNUAL REPORT 2026

2.23 EMPLOYEE TRUSTS

The Group operates two Share Incentive Plan (SIP) Trusts for the benefit of its employees. Under accounting standard IFRS 10

Consolidated Financial Statements, control for accounting purposes has a different test threshold than under a legal basis and as a result

the Group’s SIP Trusts are deemed to be under the control of Dr. Martens plc. The Trust deed for the Dr. Martens plc UK Share Incentive Plan

Trust was adopted by the Board on 10 September 2021.

During the period, the Group established the Dr. Martens plc Employee Benefit Trust for the purpose of acquiring shares in Dr. Martens plc

to satisfy future settlement of equity-settled awards. Under accounting standard IFRS 10 Consolidated Financial Statements, control for

accounting purposes has a different test threshold than under a legal basis and as a result the Dr. Martens plc Employee Benefit Trust is

deemed to be under the control of Dr. Martens plc. The Trust deed for the Dr. Martens plc Employee Benefit Trust was adopted by the Board

on 1 December 2025. Shares are purchased from the market and held by the trust until the scheme vests.

2.24 SHARE-BASED PAYMENTS AND SHARE SCHEMES

The Group provides benefits to certain employees in the form of share-based-compensation, whereby employees render services as

consideration in exchange for equity instruments (‘equity-settled transactions’).

The cost of equity-settled transactions is measured by reference to the fair value of the equity instruments at the date on which they are

granted and is recognised as an expense over the vesting period, which ends on the date the relevant employee becomes fully entitled

to the award. The fair value is calculated using an appropriate option pricing model and takes into account the impact of any market

performance conditions. The impact of non-market performance conditions is not considered in determining the fair value at the date of

grant. Vesting conditions which relate to non-market conditions are allowed for in the assumptions used for the number of options expected

to vest. The level of vesting is reviewed at each Balance Sheet date and the charge adjusted to reflect actual and estimated levels of vesting.

The cost of share-based payment transactions is recognised as an expense over the vesting period of the awards, with a corresponding

increase in equity. Further details of share-based awards granted in the period can be found in note 27.

A proportion of the annual Executive Bonus Scheme is settled in the form of purchased Parent Company shares. This is accounted for

as a cash-settled scheme as although participants received equity, it is driven by a cash amount that is paid and converted into shares at a

point in time. The proximity of the date of communication of the bonus to when the shares are received means that there would be minimal

difference between cash and equity-settled treatment.

2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the Group’s financial statements in conforming with IFRS requires management to make judgements, estimates and

assumptions that affect the application of policies and reported amounts in the financial statements. These judgements and estimates

are based on management’s best knowledge of the relevant facts and circumstances. However, the nature of estimation means that actual

outcomes could differ from those estimates. Information about such judgements and estimation is contained in the accounting policies

and/or notes to the financial statements and the key areas are summarised below:

The Consolidated Financial Statements include areas of judgement and accounting estimates. While these areas do not meet the definition

under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain material

assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas of judgement and

accounting estimates are listed below:

JUDGEMENTS

Determining the lease term of contracts with renewal and termination options – Group as lessee

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend

the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease if it is reasonably certain not

to be exercised.

The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating

whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors

that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses

the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to

exercise the option to renew or to terminate (e.g. construction of significant leasehold improvements or significant customisation to the

leased asset).

The Group included the renewal period as part of the lease term for leases of plant and machinery with shorter non-cancellable periods

(i.e. three to five years). The Group typically exercises its option to renew these leases because there will be a significant negative effect on

production if a replacement asset is not readily available. The renewal periods for leases of leasehold property with longer non-cancellable

periods (i.e. 10 to 15 years) are not included as part of the lease term, unless there is an economic incentive to extend the lease, as these

are not reasonably certain to be exercised. Furthermore, the periods covered by termination options are included as part of the lease term

only when they are reasonably certain not to be exercised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

2. Accounting policies continued

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DR. MARTENS PLC ANNUAL REPORT 2026

Defined benefit scheme surplus

The Group acknowledges that the recognition of pension scheme surplus is an area of accounting judgement, which depends on the

interpretation of the Scheme Rules and the relevant accounting standards including IAS 19 and IFRIC 14. In December 2025, the Trustees

purchased a bulk insurance annuity policy, constituting a buy-in transaction. Prior to the buy-in transaction, the Plan surplus was not

recognised on the grounds that Airwair International Limited was unlikely to derive any future economic benefits from the surplus. However,

following the transaction the asset ceiling has been removed, with the surplus recognised in full, on the basis that any surplus now

represents a true economic surplus.

The net surplus of £3.0m (FY25: £nil) has been recognised on the Balance Sheet. The key sensitivities of the defined benefit obligation

to the actuarial assumptions are shown in note 30.

Exceptional costs

The classification of exceptional costs requires management judgement after considering the nature and intentions of a transaction.

The Group’s definitions of exceptional costs are outlined within both the Group accounting policies and the Glossary. Note 4 provides

further details on current period exceptional costs and their adherence to Group policy.

Indicators of impairment of non-financial assets

The assessment of indicators of impairment for non-financial assets involves a degree of management judgement. This judgement

is applied both in identifying potential indicators and in determining whether such indicators are considered to be present. The Group

considers relevant internal and external sources of information in making this determination, for example market capitalisation and

comparison of performance to budget. Once this assessment has been made, any required impairment testing is performed in

accordance with the prescribed valuation methodologies, in line with the applicable accounting standards.

SOURCES OF ESTIMATION UNCERTAINTY AND ASSUMPTIONS

The following estimates are dependent upon assumptions which could change in the next financial year and have an effect on the carrying

amount of assets and liabilities recognised at the Balance Sheet date:

Inventory net realisable value and provisions

The assessment of the valuation of inventory requires the determination of net realisable value. Sales prices, patterns and other

assumptions are reviewed to estimate net realisable value. Inventory provisioning also requires significant assumptions to be made.

When classifying inventory lines to be provided against, the Group identifies stock that is at a higher risk of not being sold at its current

value by identifying products sold at a loss and products which do not meet defined quality standards.

Uncertain tax positions

The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax

outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred

tax assets and liabilities in the period in which the determination is made. Management is required to determine the amount of deferred

tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect

of future tax planning strategies (see notes 9 and 23). In addition, the assessment of uncertain tax positions is based on management’s

interpretation of relevant tax rules and decided cases, external advice obtained, statutes of limitations, the status of the negotiations and

past experience with tax authorities. In evaluating whether a provision is needed it is assumed that tax authorities have full knowledge of

the facts and circumstances applicable to each issue.

Carrying value of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when

annual impairment testing for an asset is required, the Group performs an impairment test and estimates the asset’s recoverable amount.

An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the

recoverable amount is less than the carrying value of the asset.

The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent

of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount. If assessing value in use, estimates of future cash flows are discounted

to present value using pre-tax discount rates derived from risk-free rates based on long-term government bonds, adjusted for risk factors

such as region and market risk in the territories in which the Group operates and the time value of money. The future cash flows are then

extended into perpetuity using long-term growth rates. If determining fair value less costs of disposal, recent market transactions are

considered. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by

valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

For details of relevant non-financial assets, see notes 12 and 13.

2. Accounting policies continued

2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES CONTINUED

FINANCIAL STATEMENTS

177

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

Defined benefit pension scheme assumption

Determining the fair value of the defined benefit pension scheme, which relates to the pension of the Group, requires assumptions to be

made by management and the Group’s independent qualified actuary around the actuarial valuations of the scheme’s assets and liabilities.

For details see note 30.

Leases – estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in most leases; therefore it uses its incremental borrowing rate (IBR) to

measure lease liabilities. The IBR is 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. The IBR

therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for

subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease

(for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as

market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit

rating). The IBR is reassessed when there is a reassessment of the lease liability or a lease modification.

3. Segmental analysis

			FY26
				Support
	EMEA	Americas	APAC	costs 4,5	Total
	£m	£m	£m	£m	£m
Revenue 1,2	377.5	278.4	109.0	–	764.9
Gross margin	259.2	167.8	79.0	–	506.0
Staff and operating costs	(144.9)	(120.5)	(52.5)	(60.1)	(378.0)
Depreciation, amortisation, impairment and other gains	(35.6)	(22.3)	(9.3)	(4.7)	(71.9)
Currency gains	–	–	–	0.9	0.9
EBIT 3,4	78.7	25.0	17.2	(63.9)	57.0
Exceptional (gains)/costs 3	(0.1)	(0.3)	–	12.5	12.1
Investment in transformation	1.1	0.9	1.3	3.6	6.9
Impairment of non-financial assets	2.8	1.4	–	–	4.2
Currency gains	–	–	–	(0.9)	(0.9)
Adjusted EBIT 3	82.5	27.0	18.5	(48.7)	79.3
Net finance income and expense					(24.3)
Exceptional costs 3					(12.1)
Investment in transformation					(6.9)
Impairment of non-financial assets					(4.2)
Currency gains					0.9
Profit before tax					32.7

1. Revenue by geographical market represents revenue from external customers; there is no inter-segment revenue.

2. Included in EMEA revenue is £135.5m (FY25: £142.1m) in relation to trading in the UK.

3. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

4. All currency gains/losses are included in support costs. Currency gains/losses are a product of how trading is managed by legal entity globally. Inclusion in support costs allows

performance for each region to be evaluated exclusive of the currency impact of global operations. EMEA trading entities incurred a £1.3m currency gain (FY25: £5.1m loss).

Americas trading entities incurred a £0.8m currency gain (FY25: £0.5m gain). APAC trading entities incurred a £0.4m currency loss (FY25: £0.5m loss).

5. The impact of US tariffs is included entirely within support costs. Although they are tariffs impacting our US imports, the impact of these costs are felt across the whole group

and therefore allocated to global operation support costs.

2. Accounting policies continued

2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES CONTINUED

178

DR. MARTENS PLC ANNUAL REPORT 2026

			FY25
	EMEA	Americas	APAC	Support costs 4	Total
	£m	£m	£m	£m	£m
Revenue 1,2	384.2	288.5	114.9	–	787.6
Gross margin	261.1	169.5	81.1	–	511.7
Staff and operating costs	(150.1)	(134.4)	(55.8)	(54.4)	(394.7)
Depreciation, amortisation, impairment and other losses	(36.6)	(25.7)	(10.3)	(4.3)	(76.9)
Currency losses	–	–	–	(3.1)	(3.1)
EBIT 3	74.4	9.4	15.0	(61.8)	37.0
Exceptional costs 3	0.8	2.1	0.9	12.5	16.3
Investment in transformation	–	–	–	–	–
Impairment of non-financial assets	2.1	2.1	0.1	–	4.3
Currency losses	–	–	–	3.1	3.1
Adjusted EBIT 3	77. 3	13.6	16.0	(46.2)	60.7
Net finance income and expense					(28.2)
Exceptional costs 3					(16.3)
Investment in transformation					–
Impairment of non-financial assets					(4.3)
Currency losses					(3.1)
Profit before tax					8.8

1. Revenue by geographical market represents revenue from external customers; there is no inter-segment revenue.

2. Included in EMEA revenue is £135.5m (FY25: £142.1m) in relation to trading in the UK.

3. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

4. All currency gains/losses are included in support costs. Currency gains/losses are a product of how trading is managed by legal entity globally. Inclusion in support costs allows

performance for each region to be evaluated exclusive of the currency impact of global operations. EMEA trading entities incurred a £1.3m currency gain (FY25: £5.1m loss).

Americas trading entities incurred a £0.8m currency gain (FY25: £0.5m gain). APAC trading entities incurred a £0.4m currency loss (FY25: £0.5m loss).

ADDITIONAL ANALYSIS

The Group derives its revenue in geographical markets from the following sources:

	FY26	FY25
	£m	£m
Revenue by channel
Ecommerce	244.4	268.3
Retail	236.8	242.4
Total DTC revenue 6	481.2	510.7
Wholesale 7	283.7	276.9
Total revenue	764.9	787.6

6. DTC revenue consists of revenue from the Group’s direct-to-consumer (DTC) channel which is ecommerce plus retail revenue, as defined in the Glossary on pages 227 to 229.

7. Wholesale revenue including distributor customers.

	FY26	FY25
	£m	£m
Non-current assets 8
EMEA 9	131.1	135.8
Americas	64.6	77. 3
APAC	12.8	14.0
Goodwill	240.7	240.7
Deferred tax	11.0	11.1
Total non-current assets	460.2	478.9

8. Assets are monitored by the CODM on an entity basis, not by reporting segment. Therefore, non-current assets are disclosed by geographical location with goodwill and deferred

tax being representative of the Group.

9. Included in the EMEA non-current assets is £76.2m (FY25: £75.3m) in relation to the UK legal entities.

3. Segmental analysis continued

FINANCIAL STATEMENTS

179

DR. MARTENS PLC ANNUAL REPORT 2026

4. Adjusting items

Total adjustments to profit after tax for the period ended 29 March 2026 are a net charge of £16.8m (FY25: £18.9m charge). Adjustments include

exceptional costs

and other adjusting items. EBIT

includes exceptional costs

of £12.1m (FY25: £16.3m) and profit before tax includes £12.1m

(FY25: £17.9m) of exceptional costs

. Adjusted results are presented to provide a clearer view of the Group’s ongoing operational performance,

reflecting how the business is managed and measured on a day-to-day basis, and to aid comparability between periods.

The adjustments made to reported profit measures are:

	FY26	FY25
	£m	£m
Included in selling and administrative expenses
Exceptional costs 1
Director joining costs	0.8	4.6
Cost savings related costs	0.4	11.7
Pension buy-in accounting charges and associated expenses	1.0	–
IEEPA-related US tariffs following the US Supreme Court judgment	9.9	–
Total exceptional costs 1 included in selling and administrative expenses	12.1	16.3
Other adjusting items
Investment in transformation	6.9	–
Impairment of non-financial assets	4.2	4.3
Currency (gains)/losses	(0.9)	3.1
Total other adjusting items included in selling and administrative expenses	10.2	7. 4
Adjustments to EBIT 1	22.3	23.7
Included in finance expense
Exceptional costs 1
Accelerated amortisation of fees on debt refinancing	–	1.6
Total exceptional costs 1 included in finance expense	–	1.6
Adjustments to profit before tax	22.3	25.3
Tax impact of adjustments:
Exceptional costs 1,2
Director joining costs	–	(0.6)
Cost savings related costs	(0.1)	(2.9)
Pension buy-in accounting charges and associated expenses	(0.2)	–
IEEPA-related US tariffs following the US Supreme Court judgment	(2.7)	–
Accelerated amortisation of fees on debt refinancing	–	(0.4)
Total tax impact of exceptional costs 1	(3.0)	(3.9)
Other adjusting items
Investment in transformation 2	(1.7)	–
Impairment of non-financial assets 3	(1.1)	(1.0)
Currency gains/(losses) 4	0.3	(1.5)
Total tax impact of other adjusting items	(2.5)	(2.5)
Adjustments to profit after tax	16.8	18.9

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

2. The tax impact of exceptional costs and investment in transformation has been calculated by applying the statutory tax rate for the entities where these costs have been incurred.

3. The tax impact of impairment has been calculated by applying the effective tax rate or statutory tax rate for the relevant jurisdiction depending on local treatment.

4. The tax impact of currency gains/(losses) has been calculated by applying the Group’s effective tax rate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

180

DR. MARTENS PLC ANNUAL REPORT 2026

EXCEPTIONAL COSTS

DIRECTOR JOINING COSTS

The CEO and CFO were appointed in the previous period, ended 30 March 2025. The Group recognised the costs associated with their

appointment as exceptional costs due to their quantum, and nature as sign-on packages related to their specific appointment, rather than

being a standard practice for the Group. These costs relate only to discretionary compensation for the Directors relating to the share

scheme value they lost because of leaving previous employment, outside of the Group’s LTIP scheme.

During the current period, the Group recognised further costs associated with the appointment of the Directors of £0.8m (FY25: £4.6m).

£0.7m (FY25: £1.9m) of the cost incurred relates to the continued amortisation of the share schemes awarded in the prior period, which

is non-cash. The remaining £0.1m (FY25: £0.3m) of expense relates to payroll taxes accrued on the share-based payment expense which

will be paid in cash when the schemes vest. A further £0.3m of share-based payment expense is expected to be incurred in future periods.

During the previous period, costs in relation to cash-settled compensation for a portion of their share schemes values lost and associated

payroll taxes (FY25: £1.6m) were incurred. Other professional fees relating to the recruitment of the Directors (FY25: £0.4m) and costs

of the CEO handover period (FY25 £0.4m) were also incurred. There are £nil costs in relation to these amounts during the period ended

29 March 2026.

COST SAVINGS RELATED COSTS

In FY25, the Group announced it would be undertaking a cost action plan, to create savings from operational efficiency and design, better

procurement and operational streamlining. In February 2025, the Group commenced a project to change and improve the Global Technology

organisation and capability through the establishment of the Global Technology Centre in India. Costs incurred in relation to these cost savings

plans were £0.4m (FY25: £11.7m) during the period. There was a cash outflow related to delivery of cost savings of £3.2m (FY25: £8.3m).

The cash outflow largely related to amounts accrued in the prior period. We do not expect any future costs to be incurred.

PENSION BUY-IN ACCOUNTING CHARGES AND ASSOCIATED EXPENSES

In December 2025, the Trustees of the defined pension scheme purchased a bulk annuity contract with Pension Insurance Corporation

(PIC) to insure the Plan’s non-annuitant benefits in full. This is deemed a buy-in transaction, and costs related to this are classified as

exceptional costs during the period ended 29 March 2026 due to their non-recurring nature. Those costs include past service costs of

£0.6m (FY25: £nil) and one-off professional fees directly related to the buy-in exercise £0.4m (FY25: £nil). The past service cost is due

to the Trustees and Airwair International Limited agreeing to adopt PIC’s factors for converting pension into lump sum at retirement.

The impact of this has been allowed for as a past service cost. In addition, the buy-in surplus of £3.0m has been recognised on the Balance

Sheet and the gain recognised in the Statement of Other Comprehensive Income.

IEEPA-RELATED US TARIFFS FOLLOWING THE US SUPREME COURT JUDGMENT

As an importer of record to the US, the Group paid IEEPA-related US tariffs via its customs broker during the reporting period. In February

2026 however, the US Supreme Court clarified the legal foundation for tariffs, constraining the executive branch’s ability to rely on IEEPA

as a stand-alone basis for tariff authority. The ruling declared existing IEEPA tariffs to be unlawful. Subsequently, in March 2026 the US

Court of International Trade (CIT) ruled that the IEEPA tariffs were to be refunded for unliquidated entries, and liquidated entries for which

liquidation was not final. At the time of the CIT ruling all IEEPA-related US tariffs charged to the Group were unliquidated.

During the period, the Group paid £9.9m in IEEPA-related US tariffs affected by both the Supreme Court and CIT rulings. On 20 April 2026,

the US Customs and Border Protection Agency (CBP) opened the Consolidated Administration and Processing of Entries (CAPE)

functionality within its Automated Commercial Environment (ACE) to enable importers of record or their customs broker to submit and

process refunds for IEEPA tariffs. As the CBP have confirmed that payment may take between 60 and 90 days from an accepted CAPE

declaration, no actual refunds will have been received by the date the financial statements are authorised for issue, and consequently it is

deemed that the threshold for recognising an asset for a potential IEEPA-related US tariff refund for the Group has not been met. As such,

the full amount of IEEPA-related US tariffs paid on all products sold or held in inventory at the Balance Sheet date have been recognised

within selling and administrative expenses in the Consolidated Statement of Profit or Loss. This charge is considered an exceptional cost

given its magnitude and unusual nature makes it an expense not part of the core operations of the business. If refunds of IEEPA-related US

tariffs paid by the Group are received in the future they will be recognised in the Consolidated Statement of Profit or Loss in the accounting

period in which they are received and will be considered exceptional income.

ACCELERATED FEES ON DEBT REFINANCING

In November 2024, following the refinancing of its €337.5m EUR Term Loan the Group incurred costs relating to the immediate acceleration

of unamortised prepaid transaction costs related to the previous debt extinguishment. These were classified as exceptional costs during the

period ended 30 March 2025 due to their non-recurring nature. This approach ensures that the financial statements present a clearer view

of the Group’s ongoing operational performance by excluding these one-time adjustments related to refinancing. During the current period,

£nil (FY25: £1.6m) costs were recognised in relation to refinancing existing debt.

4. Adjusting items continued

FINANCIAL STATEMENTS

181

DR. MARTENS PLC ANNUAL REPORT 2026

OTHER ADJUSTING ITEMS

INVESTMENT IN TRANSFORMATION: MARKETS-BASED OPERATIONAL MODEL

In FY26 the Group initiated an operational transformation programme. The programme transitions the business to a markets-based

operational model which will enable a consumer-first focus and be better placed to support the new strategy announced in June 2025.

During the period, the Group recognised costs associated with Investment in transformation of £6.9m (FY25: £nil). This comprised of

£4.5m in relation to severance costs, £1.9m of professional fees, and £0.5m of other related costs. This corresponds to a cash outflow

during the period of £2.4m.

IMPAIRMENT OF NON-FINANCIAL ASSETS

The Group has carried out an assessment for indicators of impairment of non-current assets, including the store portfolio. Where an

impairment indicator has been identified, the Group has performed impairment testing based on the forecast operating cash flows using

the FY27 Board approved budget and applying the latest published external market growth rates from FY28 until the end of FY31.

As a result, store impairment testing has identified stores where the current and anticipated future performance does not support the

carrying value of the stores. A non-cash charge of £4.2m (FY25: £4.3m) has been recorded, of which £0.7m (FY25: £1.1m) relates

to property, plant and equipment, and £3.5m (FY25: £3.2m) relates to right-of-use assets. Refer to note 13 for further details on the

impairments.

Impairment charges have been classified as adjusting items due to their nature as volatile non-cash accounting charges which do not

represent controllable core operational costs. They are presented separately to provide clarity on the Group’s underlying operational

performance excluding these non-cash, non-underlying charges and to aid comparability between periods.

CURRENCY GAINS AND LOSSES

Currency gains and losses have been classified as adjusting items due to the volatility in magnitude and directionality over financial periods.

By eliminating the effect of these gains/losses, comparability between periods is improved and there is greater clarity on the Group’s

underlying operational performance.

5. Expenses analysis

Profit before tax is stated after charging and crediting:

		FY26	FY25
	Note	£m	£m
Selling and administrative expenses
Staff costs 1	7	161.6	179.6
Operating costs 2		216.4	215.1
		378.0	394.7
Amortisation of intangible assets	12	6.3	6.1
Depreciation of property, plant and equipment	13	13.3	15.0
Depreciation of right-of-use assets	13	48.8	51.4
Impairment of property, plant and equipment	13	0.7	1.1
Impairment of right-of-use assets	13	3.5	3.2
Currency (gains)/losses		(0.9)	3.1
Other (gains)/losses		(0.7)	0.1
Depreciation, amortisation, impairment, currency (gains)/losses and other (gains)/losses		71.0	80.0
Total selling and administrative expenses		449.0	474.7

1. Included within staff costs is £5.2m of adjusting items (FY25: £14.4m) relating to Director joining costs, cost savings related costs, pension buy-in accounting charges and

associated expenses and investment in transformation.

2. Included within operating costs is £13.8m of adjusting items (FY25: £1.9m) relating to Director joining costs, cost savings related costs, IEEPA-related US tariffs following the

US Supreme Court judgment, and investment in transformation.

6. Auditors’ remuneration

	FY26	FY25
	£m	£m
Audit services in respect of the financial statements of the Parent Company and consolidation 1	1.8	1.9
Audit services in respect of the financial statements of subsidiary companies	0.5	0.7
Other non-audit related services	–	0.2
	2.3	2.8

1. During the prior period £0.2m of additional fees relating to the FY24 audit were agreed and incurred as an accounting expense. There are £nil costs in relation to prior period

additional fees during the period ended 29 March 2026.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

4. Adjusting items continued

182

DR. MARTENS PLC ANNUAL REPORT 2026

7. Staff costs

The aggregate payroll costs were as follows:

	FY26	FY25
	£m	£m
Wages and salaries 1	126.5	141.0
Termination benefits 2	7. 6	7. 3
Social security costs 3	15.7	15.4
Pension costs 4	5.0	5.3
Other benefits 5	10.6	13.8
	165.4	182.8

1. Included within wages and salaries is £0.1m of adjusting items (FY25: £2.5m), and £3.4m of payroll costs capitalised (£2.5m within MIE inventory, £0.9m within intangible assets).

The FY25 figures have been restated to disclose these costs (£2.3m MIE and £0.6m other).

2. Included within termination benefits is £3.8m of adjusting items (FY25: £6.5m).

3. Included within social security costs is £0.5m of adjusting items (FY25: £1.0m) and £0.3m of payroll costs capitalised relating to the MIE factory. The FY25 figures have been

restated to disclose these costs (FY25: £0.2m).

4. Included within pension costs is £0.1m of payroll costs capitalised relating to the MIE factory. The FY25 figures have been restated to disclose these costs (FY25: £0.1m).

5. Included within other benefits is share-based payments of £5.2m (FY25: £7.2m), which comprises £0.7m (FY25: £3.4m) of adjusting items.

For details of remuneration relating to Directors, please refer to the Directors’ Remuneration Report on pages 120 to 135 of the Annual Report.

The monthly number of employees (including Directors) employed by the Group during the period was:

	FTE 6					Average 7
	As at	As at		For the 52 weeks		For the 52 weeks
	29 March 2026	30 March 2025		ended 29 March		ended 30 March
	No.	No.	2026	No.	2025	No.
EMEA	924	971		1,630		1,720
Americas	532	549		811		802
APAC	286	293		555		546
Global support functions	635	535		614		583
	2,377	2,348		3,610		3,651

6. FTE (full-time equivalent) is calculated by dividing the employee’s contracted hours by the Group’s standard full time contract hours.

7. Average is the average actual employees of the Group during the period calculated on a monthly basis.

8. Finance expense

	FY26	FY25
	£m	£m
Bank debt and other charges	20.0	22.1
Interest on lease liabilities	6.3	6.9
Discount unwind of dilapidation provision	0.3	0.2
Amortisation of bank loan issue costs	1.4	1.2
Accelerated amortisation of fees on debt refinancing 1	–	1.6
Total financing expense	28.0	32.0

1. Classified as an exceptional cost – see note 4 for detail.

FINANCIAL STATEMENTS

183

DR. MARTENS PLC ANNUAL REPORT 2026

9. Tax expense

The Group calculates the tax expense for the period using the tax rate that would be applicable to the expected total annual earnings.

The major components of tax expense in the Consolidated Statement of Profit or Loss are:

	FY26	FY25
	£m	£m
Current tax
Current tax on UK profit for the period	7. 2	1.7
Adjustment in respect of prior periods	0.2	(0.1)
Current tax on overseas profits for the period	3.2	3.8
	10.6	5.4
Deferred tax
Origination and reversal of temporary differences	(1.8)	(0.8)
Adjustment in respect of prior periods	(0.1)	(0.3)
Effect of change in tax rate on opening balance	0.2	–
	(1.7)	(1.1)
Total tax expense in the Consolidated Statement of Profit or Loss	8.9	4.3
Other comprehensive income
Tax in relation to share schemes	(0.3)	0.7
Tax in relation to cash flow hedges	(0.1)	(0.3)
Tax in relation to pension buy-in	0.9	–
Total tax expense in the Consolidated Statement of Comprehensive Income	9.4	4.7

	FY26	FY25
	£m	£m
Factors affecting the tax expense for the period:
Profit before tax	32.7	8.8
Profit before tax multiplied by standard rate of UK corporation tax of 25% (FY25: 25%)	8.2	2.2
Effects of:
Non-deductible expenses	0.8	1.8
Share-based payments	0.1	0.9
Difference in foreign tax rates	(0.2)	(0.1)
Other adjustments	(0.1)	(0.1)
Adjustments in respect of prior periods 1	0.1	(0.4)
Total tax expense in the Consolidated Statement of Profit or Loss	8.9	4.3
Other comprehensive income
Tax in relation to share schemes	(0.3)	0.7
Tax in relation to cash flow hedges	(0.1)	(0.3)
Tax in relation to pension buy-in	0.9	–
Total tax expense in the Consolidated Statement of Comprehensive Income	9.4	4.7
Effective tax rate 2	27.2%	48.9%

1. The adjustments in respect of the prior periods are in relation to current and deferred tax on temporary differences.

2. Adjusted effective tax rate for the period is 26.2% (FY25: 31.6%). Tax impact of adjusting items is detailed in note 4. Adjusted effective tax rate is calculated by dividing

the post-adjusting items tax charge for the period by adjusted profit before tax.

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%

for large groups for financial years beginning on or after 31 December 2023.

The majority of territories in which the Group operates are expected to qualify for one of the safe harbour exemptions such that top-up taxes should

not apply. For any entities that may not qualify for safe harbour relief there is the potential for Pillar Two taxes to apply, but these are not expected

to be material. The group applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to

Pillar Two income taxes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

184

DR. MARTENS PLC ANNUAL REPORT 2026

10. Earnings per share

The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders of the Parent Company divided

by the weighted average number of ordinary shares in issue during the period.

Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the Parent Company by

the weighted average number of ordinary shares in issue during the period plus the weighted average number of ordinary shares that would

be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

		FY26	FY25
	Note	£m	£m
Profit after tax		23.8	4.5
Adjustments to profit after tax	4	16.8	18.9
Adjusted profit after tax 1		40.6	23.4

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

	FY26	FY25
	No.	No.
Weighted average number of shares for calculating basic earnings per share (millions)	964.7	962.3
Potentially dilutive share awards (millions)	14.9	11.8
Weighted average number of shares for calculating diluted earnings per share (millions)	979.6	974.1

	FY26	FY25
Earnings per share
Basic earnings per share	2.5p	0.5p
Diluted earnings per share	2.4p	0.5p
Adjusted earnings per share 1
Adjusted basic earnings per share 1	4.2p	2.4p
Adjusted diluted earnings per share 1	4.1p	2.4p

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

11. Dividends

	FY26	FY25
	£m	£m
Dividends paid during the period
Prior period final dividend paid	16.4	9.5
Prior period interim dividend paid	8.2 1	–
Total dividends paid during the period	24.6	9.5
Dividend in respect of the period:
Interim dividend: 0.85p (FY25: 0.85p) 2	8.2	8.2
Final dividend: 1.70p (FY25: 1.70p)	16.3	16.4
Total dividend in respect of the period	24.5	24.6
Payout ratio % 3	103%	547%

1. The FY25 interim dividend was paid on 4 April 2025.

2. The FY26 interim dividend was paid on 7 April 2026.

3. Refer to the Glossary on pages 227 to 229 for method of calculation.

The Board has proposed, subject to shareholder approval, a final dividend of 1.70p (FY25: 1.70p), taking the total dividend for FY26,

including the interim dividend of 0.85p, to 2.55p, a 103% payout ratio.

FINANCIAL STATEMENTS

185

DR. MARTENS PLC ANNUAL REPORT 2026

12. Intangible assets

	Software	Other
	intangibles 1	intangibles	Goodwill	Total
	£m	£m	£m	£m
Cost
At 1 April 2024	57.3	1.2	240.7	299.2
Additions	10.3	–	–	10.3
Disposals	(3.6)	–	–	(3.6)
Foreign exchange	(0.1)	–	–	(0.1)
At 30 March 2025	63.9	1.2	240.7	305.8
Additions	2.7	–	–	2.7
Disposals	(0.8)	–	–	(0.8)
Foreign exchange	(0.1)	–	–	(0.1)
At 29 March 2026	65.7	1.2	240.7	307.6
Accumulated amortisation and impairment
At 1 April 2024	29.0	0.2	–	29.2
Charge for the period	6.1	–	–	6.1
Disposals	(3.4)	–	–	(3.4)
Foreign exchange	(0.1)	–	–	(0.1)
At 30 March 2025	31.6	0.2	–	31.8
Charge for the period	6.3	–	–	6.3
Disposals	(0.8)	–	–	(0.8)
Foreign exchange	(0.1)	–	–	(0.1)
At 29 March 2026	37.0	0.2	–	37.2
Net book value
At 29 March 2026	28.7	1.0	240.7	270.4
At 30 March 2025	32.3	1.0	240.7	274.0

1. Software intangible additions in the period of £2.7m (FY25 £10.3m) include permanent employee staff costs capitalised of £0.9m (FY25: £0.6m).

GOODWILL IMPAIRMENT ASSESSMENT

Goodwill is required to be tested for impairment on an annual basis by estimating the asset’s recoverable amount. An asset’s recoverable

amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the recoverable amount is less

than the carrying value of the asset. The recoverable amount is estimated for goodwill with reference to the cash generating units (CGUs)

to which goodwill was originally allocated and each of these CGUs has been separately assessed and tested. The CGUs were agreed by

the Directors as the geographical regions in which the Group operates. These regions are the lowest level at which goodwill is monitored

and represent identifiable operating segments. There have been no changes to the composition of the Group’s CGUs during the period.

The aggregate carrying amount of goodwill allocated to each CGU was as follows:

	FY26	FY25
	£m	£m
EMEA	66.6	66.6
Americas	114.1	114.1
APAC	60.0	60.0
	240.7	240.7

All CGUs were tested for impairment. No impairment charge was made in the current period (FY25: £nil).

JUDGEMENTS, ASSUMPTIONS AND ESTIMATES

The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. All CGUs’

recoverable amounts are measured using a value in use calculation.

In previous periods the value in use was calculated by discounting management’s internal cash flow projections for the CGU covering

a five-year period (pre-perpetuity). The forecasts were based on annual budgets and strategic projections representing the best estimate

of future performance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

186

DR. MARTENS PLC ANNUAL REPORT 2026

JUDGEMENTS, ASSUMPTIONS AND ESTIMATES CONTINUED

This period, in determining value in use, management applied growth assumptions that are consistent with published external market data

(‘market growth plan’). The external growth assumptions have been applied from the FY27 Board approved budget year onwards, and

estimates cashflows for the years FY28 to FY31. External growth assumptions have been applied as following a period of stabilisation in FY26,

the global economy in FY27 remains uncertain, with growth expected to be modest and uneven across markets. Key factors influencing

the outlook include; geopolitical and political uncertainty, inflation and interest rates, cost-of-living crisis and climate-related risks.

The FY27 budget period cash flows are consistent with those used to review going concern and viability, however, are required by IAS 36

to be adjusted for use within an impairment review to exclude new retail development to which the Group is not yet committed. The first two

months of cashflows related to FY28 going concern are based on management’s internal plan due to consistent results across this and the

market growth plan during the period.

In determining the value in use of CGUs it is necessary to make a series of assumptions to estimate the present value of future cash flows. The

following assumptions have been made by management reflecting past experience and are consistent with relevant external sources of information.

PRE-TAX RISK ADJUSTED DISCOUNT RATES

Future cash flows are discounted to present value using pre-tax discount rates derived from risk-free rates based on long-term government

bonds, adjusted for risk factors such as Region and market risk in the territories in which the Group operates and the time value of money.

Consistent with the 2019 IFRS IASB Staff Paper, post-tax discount rates and post-tax cash flows are used as observable inputs, and then

the pre-tax discount rates are calculated from this to comply with the disclosure requirements under IAS 36.

The pre-tax risk adjusted discount rates have been calculated to be 13.1% for EMEA (FY25: 12.7%), 13.1% for Americas (FY25: 12.2%),

and 12.6% for APAC (FY25: 11.8%). The increase from the prior period reflects the application of higher discount rates, rather than the

midpoint, in the current period assessment, primarily driven by increased market uncertainty and geopolitical volatility during the period.

LONG-TERM GROWTH RATES

To forecast beyond the five-year detailed cash flows into perpetuity, a long-term average growth rate has been used. The long-term

growth rates applied for the regions are 2.0% for EMEA (FY25: 2.0%), 2.2% for Americas (FY25: 2.2%), and 2.0% for APAC (FY25: 3.2%).

The rates used are in line with geographical forecasts from industry reports which include market data.

OPERATING CASH FLOWS

The main assumptions within the forecast operating cash flows use the FY27 board approved budget and apply the latest published external

market growth rates from the budget period across the three Regions; Americas, EMEA and APAC. Any new retail development that has

not been committed, is excluded from the base year and future years. For the impairment test as at 29 March 2026, cash flow projections

from FY28 until the end of FY31 were considered in line with external market growth rates. Variable input costs are in line with the growth

assumptions. The levels of capital expenditure required to support each sales channel has also been considered on a no new stores basis.

SENSITIVITY ANALYSIS

Sensitivity analysis to potential changes in these key assumptions has been reviewed. For the EMEA and APAC CGUs there are no

reasonably possible changes to key assumptions that would cause the carrying amount of these CGUs to exceed their recoverable amount.

The Americas CGU was previously noted to be sensitive to the assumptions relating to sales growth and EBITDA margin. Future sales are

estimated to increase on a compound annual growth rate (CAGR) basis for the Americas CGU by 4.1% (FY25: 7.9%) over the five years

pre-perpetuity from external market rates. The CAGR is achievable based on the performance of Americas CGU during the financial period.

Potential changes in these key assumptions have been sensitised without cost mitigation as follows:

	FY26	FY25
Americas	£m	£m
Original headroom	159.4	129.7
Headroom/(deficit) using a 10% decrease in forecasted sales	15.9	(50.8)
Headroom using a 10% increase in forecasted sales	304.7	308.4
Headroom/(deficit) using a 25% decrease in forecasted EBITDA	8.9	(21.4)
Headroom using a 25% increase in forecasted EBITDA	309.8	280.7
(Deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA
and a 1%pt increase in pre-tax discount rate	(52.2)	(120.6)

SALES

Sensitivities have been modelled in the table above based on a +/- 10% movement in sales relative to the market growth plan, applied each

year and into perpetuity. A decrease in forecasted sales of -10% would result in no impairment loss. A decrease in forecast sales of -10%

results in a revised compound annual growth rate (CAGR) over the five years pre-perpetuity from FY26 sales of 1.9%, and an increase of 10%

results in a revised CAGR of 6.1%.The reduction in forecast sales, for each of the five years and into perpetuity, that would result in the carrying

amount and the recoverable amount being equal, is a decrease of 11.1%. Under the current period impairment assessment, a 10% change in

Sales assumptions does not result in an impairment for the Americas CGU, whereas such sensitivity was observed in the prior period.

12. Intangible assets continued

FINANCIAL STATEMENTS

187

DR. MARTENS PLC ANNUAL REPORT 2026

EBITDA

Sensitivities have been modelled in the table above based on a +/- 25% movement in EBITDA relative to the market growth plan each year

and into perpetuity. A decrease in forecasted EBITDA of -25% would result in no impairment loss. The reduction in forecast EBITDA, for

each of the five years and into perpetuity, that would result in the carrying amount and the recoverable amount being equal, is a decrease

of 26.5%. This would result in an EBITDA % of 11.2% (FY25: 8.8%). Under the current period impairment assessment, a 25% change in

EBITDA assumptions does not result in an impairment for the Americas CGU, whereas such sensitivity was observed in the prior period.

ADDITIONAL ILLUSTRATION

An additional sensitivity as set out in the table above, which is not considered reasonably possible, has been included for illustrative

purposes which models a scenario where forecasted sales decline by -10%, EBITDA deteriorates by a further 10% (in addition to the

EBITDA decline from reducing forecasted sales) and the pre-tax discount rate also increases by 1pts (FY25: 1%pt). This would result

in an impairment loss.

13. Property, plant and equipment

	Freehold property	Leasehold	Plant, machinery,	Office and computer
	and improvements	improvements	fixtures and fittings	equipment	Total
	£m	£m	£m	£m	£m
Cost
At 1 April 2024	7. 8	82.0	16.0	8.5	114.3
Additions	0.1	6.7	0.2	0.7	7. 7
Disposals	(0.1)	(4.4)	(1.3)	(2.0)	(7.8)
Reclassifications to right-of-use assets	–	(0.7)	–	–	(0.7)
Foreign exchange	(0.1)	(1.5)	(0.3)	(0.1)	(2.0)
At 30 March 2025	7. 7	82.1	14.6	7. 1	111.5
Additions	–	7.3	0.1	1.1	8.5
Disposals	–	(6.4)	–	(0.7)	(7.1)
Foreign exchange	(0.2)	(0.3)	(0.2)	(0.1)	(0.8)
At 29 March 2026	7. 5	82.7	14.5	7. 4	112.1
Accumulated depreciation and impairment
At 1 April 2024	0.8	43.9	4.2	6.0	54.9
Charge for the period	0.2	12.2	0.9	1.7	15.0
Impairment	–	1.0	0.1	–	1.1
Eliminated on disposal	–	(4.3)	(1.3)	(2.0)	(7.6)
Reclassifications to right-of-use assets	–	(0.6)	–	–	(0.6)
Foreign exchange	–	(0.8)	–	(0.1)	(0.9)
At 30 March 2025	1.0	51.4	3.9	5.6	61.9
Charge for the period	0.1	11.2	0.8	1.2	13.3
Impairment	–	0.7	–	–	0.7
Eliminated on disposal	–	(6.1)	–	(0.7)	(6.8)
Foreign exchange	(0.1)	(0.3)	(0.1)	–	(0.5)
At 29 March 2026	1.0	56.9	4.6	6.1	68.6
Net book value
At 29 March 2026	6.5	25.8	9.9	1.3	43.5
At 30 March 2025	6.7	30.7	10.7	1.5	49.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

12. Intangible assets continued

SENSITIVITY ANALYSIS CONTINUED

188

DR. MARTENS PLC ANNUAL REPORT 2026

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

	Right-of-use
	assets
	£m
Cost or valuation
At 1 April 2024	302.9
Additions 1	18.6
Reassessments of leases 2	2.6
Reclassifications from property, plant and equipment	0.7
Modifications of leases	6.3
Disposals	(14.4)
Foreign exchange	(5.8)
At 30 March 2025	310.9
Additions 1	11.3
Reassessments of leases 2	6.0
Modifications of leases	23.4
Disposals	(13.3)
Foreign exchange	(1.6)
At 29 March 2026	336.7
Accumulated depreciation and impairment
At 1 April 2024	129.4
Charge for the period	51.4
Reclassifications from property, plant and equipment	0.6
Impairment	3.2
Disposals	(14.4)
Foreign exchange	(2.5)
At 30 March 2025	167.7
Charge for the period	48.8
Impairment	3.5
Disposals	(13.3)
Foreign exchange	(1.3)
At 29 March 2026	205.4
Net book value
At 29 March 2026	131.3
At 30 March 2025	143.2

1. Additions include £0.7m of direct costs (FY25: £0.7m) and £0.2m (FY25: £1.2m) in relation to costs of removal and restoring.

2. Lease reassessments relate to measurement adjustments for rent reviews and stores that have exercised lease breaks.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

The Group has determined that each retail store is a separate CGU. Each CGU is assessed for indicators of impairment at the Balance

Sheet date and tested for impairment if any indicators exist. The Group has some leases that meet the IAS 36 definition of corporate assets,

such as offices, as they do not generate independent cash flows. These are assessed for impairment indicators and, if required to be tested

for impairment, are done so using the two-step impairment process under IAS 36 in which they are allocated to the regional-level CGUs as

determined for goodwill impairment (note 12). There has been no change to the way in which CGUs are determined in the period.

During the period, the Group has recognised an impairment charge of £3.5m (FY25: £3.2m) to right-of-use assets and £0.7m (FY25: £1.1m)

to related property, plant and equipment in relation to the ongoing store estate. These stores were impaired to their value in use recoverable

amount of £3.4m.

13. Property, plant and equipment continued

FINANCIAL STATEMENTS

189

DR. MARTENS PLC ANNUAL REPORT 2026

JUDGEMENTS, ASSUMPTIONS AND ESTIMATES – RETAIL STORES

The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. If an indicator of

impairment has been identified, a CGU’s recoverable amount is measured using the value in use method. The value in use calculations

have been determined by applying growth assumptions that are consistent with published external market data (‘market growth plan’).

The external growth assumptions have been applied from the FY27 Board approved budget onwards, and estimated cash flows for the

periods FY28 to FY31. The forecasts are based on annual budgets and strategic projections representing the best estimate of future

performance. Management considers forecasting over this period to appropriately reflect the business cycle of the CGUs.

If determining the value in use of CGUs it is necessary to make a series of assumptions to estimate the present value of future cash flows

which reflect past experience and are consistent with relevant external sources of information.

OPERATING CASH FLOWS – RETAIL STORES

If an indicator of impairment has been identified and a CGU’s recoverable amount is required to be estimated, the main assumptions within the

forecast operating cash flows include the achievement of future growth in retail sales, sales prices and volumes, raw material input costs, the

cost structure of each CGU, the impact of foreign currency rates upon selling price and cost relationships and the levels of capital expenditure

required to support the associated sales. Ecommerce cash flows are not allocated to store CGUs for the purpose of impairment testing.

PRE-TAX RISK ADJUSTED DISCOUNT RATE – RETAIL STORES

If an indicator of impairment has been identified and a CGU’s recoverable amount is required to be estimated, future cash flows are

discounted to present value using a pre-tax discount rate derived from risk-free rates based on long-term government bonds, adjusted for

risk factors such as region and market risk in the territories in which the Group operates and the time value of money. Consistent with the

2019 IFRS IASB Staff Paper, a post-tax discount rate and post-tax cash flows are used as observable inputs, and then the pre-tax discount

rate is calculated from this to comply with the disclosure requirements under IAS 36. The pre-tax discount rate for the Group has been

calculated to be 12.9% (FY25: 12.4%).

SENSITIVITY ANALYSIS – RETAIL STORES

The results of the Group’s impairment tests are dependent upon estimates and judgements made by management, particularly in relation

to the key assumptions of the Group. The cash flow projections include assumptions on store performance throughout the remaining

contractual lease term. In particular, the retail revenue recovery profile in the budget for future periods represents a source of estimation

uncertainty. The projections and sensitivity analysis for future periods are consistent with the market growth plan. We have concluded no

material reasonable possible changes in assumptions will result in an impairment and therefore no sensitivity analysis has been disclosed.

14. Inventories

	FY26	FY25
	£m	£m
Raw materials	1.6	1.6
Finished goods	159.2	185.8
Inventories net of provisions	160.8	187.4

	FY26	FY25
	£m	£m
Inventory provision	1.7	2.5
Inventory written off to Consolidated Statement of Profit or Loss	1.1	1.0

The cost of inventories recognised as an expense and included in cost of sales amounted to £246.0m (FY25: £253.4m). The remainder

of total cost of sales of £258.9m (FY25: £275.9m) relates to freight including shipping out costs.

15. Trade and other receivables

	FY26	FY25
	£m	£m
Trade receivables	57.4	50.6
Less: allowance for expected credit losses	(1.4)	(0.9)
Trade receivables – net	56.0	49.7
Other receivables	8.2	7. 1
	64.2	56.8
Prepayments	6.5	5.6
	70.7	62.4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

13. Property, plant and equipment continued

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS CONTINUED

190

DR. MARTENS PLC ANNUAL REPORT 2026

All trade and other receivables are expected to be recovered within 12 months of the period end date. Due to the short-term nature of the

current receivables, their carrying amount is considered to be the same as their fair value. The carrying value of trade receivables represents

the maximum exposure to credit risk. For some trade receivables, the Group may obtain security in the form of guarantees, insurances or

letters of credit which can be called upon if the counterparty is in default under the terms. As at 29 March 2026 the amount of collateral held

was £0.3m (FY25: £0.3m).

As at 29 March 2026 trade receivables of £2.9m (FY25: £1.4m) were due over 90 days, trade receivables of £1.0m (FY25: £0.3m) were

due between 60-90 days and trade receivables of £53.5m (FY25: £48.9m) were due in less than 60 days. The Group establishes a loss

allowance that represents its estimate of potential losses in respect of trade receivables, where it is deemed that a receivable may not

be recovered, and considers factors which may impact risk of default.

Where appropriate, we have grouped these receivables with the same overall risk characteristics. When the receivable is deemed

irrecoverable, the provision is written off against the underlying receivables.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance

for all trade receivables.

To measure expected credit losses, trade receivables have been grouped based on customer segment, geographical location, and the

days past due. The expected loss rates are based on the historical credit losses experienced in previous periods. The rates are adjusted to

reflect current and forward-looking information, including macroeconomic factors, by obtaining and reviewing relevant market data affecting

the ability of customers to settle the receivables based on their customer segment and geographical location. Where objective evidence

exists that a trade receivable balance may be impaired, provision is made for the difference between its carrying amount and the present

value of the estimated cash that will be recovered. Evidence of impairment may include such factors as a customer entering insolvent

administration proceedings.

As at 29 March 2026 trade receivables were carried net of expected credit losses of £1.4m (FY25: £0.9m). The individually impaired

receivables relate mainly to accounts which are outside the normal credit terms. The ageing analysis of these provisions against trade

receivables is as follows:

	FY26	FY25
	£m	£m
Up to 60 days	–	–
60 to 90 days	–	–
Over 90 days	1.4	0.9
	1.4	0.9

	FY26	FY25
	£m	£m
At 31 March 2025 and 1 April 2024	0.9	0.8
Change in provision for expected credit losses	0.5	0.1
At 29 March 2026 and 30 March 2025	1.4	0.9
Debtors days	61	58

The carrying amount of the Group’s trade and other receivables is denominated in the following currencies:

	FY26	FY25
	£m	£m
UK Sterling	10.1	3.9
Euro	14.8	12.8
US Dollar	24.5	26.3
Japanese Yen	2.2	2.5
Other currencies	4.4	4.2
	56.0	49.7

15. Trade and other receivables continued

FINANCIAL STATEMENTS

191

DR. MARTENS PLC ANNUAL REPORT 2026

16. Cash and cash equivalents

	FY26	FY25
	£m	£m
Cash and cash equivalents 1	180.3	155.9

1. Cash includes £89.1m of investments in high-quality overnight money market funds (FY25: £58.7m). A further £54.9m sits in term deposits with terms of less than 90 days

(FY25: £58.5m).

17. Trade and other payables

	FY26	FY25
	£m	£m
Trade payables	33.8	27.5
Taxes and social security costs	10.7	10.6
Other payables	7. 6	7. 1
	52.1	45.2
Accruals 1	60.2	63.7
	112.3	108.9

1. Included within accruals is the refund liability of £3.6m (FY25: £3.9m), deferred income of £2.3m (FY25: £2.4m), accruals for royalties of £8.8m (FY25: £9.5m), goods received

not invoiced of £7.7m (FY25: £6.5m), and other accruals of £37.8m (FY25: £41.4m).

All trade and other payables are expected to be settled within 12 months of the period end date. Due to the short-term nature of the

current payables, their carrying amount is considered to be the same as their fair value. At 29 March 2026, other payables included £5.6m

(FY25: £5.2m) in relation to employment-related payables.

18. Borrowings

		FY26	FY25
	Note	£m	£m
Current
Bank interest		2.1	2.4
Lease liabilities	29	44.1	45.9
Total current		46.2	48.3
Non-current
Bank loans (net of unamortised bank fees)		247.6	246.3
Lease liabilities	29	99.7	109.5
Total non-current		347.3	355.8
Total borrowings 1		393.5	404.1

1. From total borrowings, only bank loans (excluding unamortised bank fees) and lease liabilities are included in net debt for bank loan covenant calculation purposes.

	FY26	FY25
	£m	£m
Analysis of bank loan:
Non-current bank loans (net of unamortised bank fees)	247.6	246.3
Add back unamortised fees	2.4	3.7
Total gross bank loan	250.0	250.0

In November 2024, the Group agreed with existing and new lenders to refinance its debt facilities, previously comprising a €337.5m Term

Loan and RCF of £200.0m. The refinanced facilities (‘New Facilities’) consist of a £250.0m Term Loan and RCF of £126.5m for an initial term

of three years (ending 14 November 2027), with two one-year extension options, subject to lender approval.

In April 2026, the lending syndicate approved the Group’s request to exercise the one year extension option on both the Term Loan and the

RCF, extending the maturity of these facilities to 14 November 2028, effective from 1 May 2026. On 30 March 2026, the Group also cancelled

£26.5m of commitments under the RCF, thereby reducing the total size of the facility to £100.0m. All other terms remain unchanged.

A portion of the RCF commitment is carved out for ancillary commitments of which £3.8m (FY25: £3.7m) has been utilised primarily for

landlord rent guarantees.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

192

DR. MARTENS PLC ANNUAL REPORT 2026

The Facilities include a single financial covenant on leverage that is tested semi-annually on a rolling 12-month basis at the Group level.

Interest on the Term Loan is charged at a variable margin linked to the Group’s leverage, applied over compounded daily SONIA.

The weighted average interest rate for this instrument in FY26 was 7.4%. For comparative purposes, interest on the Euro Term Loan B,

which was extinguished in November 2024, was charged at a variable margin linked to the Group’s leverage over floating EURIBOR.

The weighted total interest rate for this instrument in FY25 up to extinguishment was 6.8% and the total weighted average interest rate

for the full year was 7.3%.

BANK LOANS

Loan repayments will occur as follows:

		Term Loan
		£m
2027	(14 November 2027) 1	250.0
Total		250.0

1. This date reflects the repayment date of the loan as at 29 March 2026. The loan was extended as of 1 May 2026 to bring the maturity of the facility to 14 November 2028.

	FY26	FY25
	£m	£m
Revolving credit facility utilisation
Guarantees	3.8	3.7
Total utilised facility	3.8	3.7
Available facility (unutilised)	122.7	122.8
Total revolving facility	126.5	126.5
	%	%
Interest rate charged on unutilised facility	1.23	1.23

The bank loans are secured by a fixed and floating charge over assets of the Group.

The fair value of the items classified as loans and borrowings is shown above. The book and fair values of borrowings are deemed to be

materially equal.

Movements in loans and borrowings were as follows:

								Foreign
	30 March	Cash	Fee	Interest		Working	Fair value	exchange	29 March
	2025	movements	amortisation	expense	Settlement	capital	movement	movement	2026
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Term Loan	250.0	–	–	–	–	–	–	–	250.0
Capitalised fees	(3.7)	(0.1)	1.4	–	–	–	–	–	(2.4)
Borrowing interest payable	2.4	(20.2)	–	19.9	–	–	–	–	2.1
Total borrowings	248.7	(20.3)	1.4	19.9	–	–	–	–	249.7

								Foreign
	31 March	Cash	Fee	Interest		Working	Fair value	exchange	30 March
	2024	movements	amortisation	expense	Settlement	capital	movement	movement	2025
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Euro Term Loan B	288.6	(283.0)	–	–	–	–	–	(5.6)	–
Term Loan	–	250.0	–	–	–	–	–	–	250.0
Capitalised fees	(2.3)	(3.8)	2.8	–	–	(0.4)	–	–	(3.7)
Borrowing interest payable	8.4	(27.6)	–	21.6	–	–	–	–	2.4
Loan-related derivatives	–	–	–	–	4.0	–	(4.0)	–	–
Total borrowings	294.7	(64.4)	2.8	21.6	4.0	(0.4)	(4.0)	(5.6)	248.7

Movements in lease liabilities are not included above but are detailed in note 29.

18. Borrowings continued

FINANCIAL STATEMENTS

193

DR. MARTENS PLC ANNUAL REPORT 2026

NET DEBT

RECONCILIATION

The breakdown of net debt

was as follows:

	FY26	FY25
	£m	£m
Cash and cash equivalents	180.3	155.9
Bank loans (excluding unamortised bank fees)	(250.0)	(250.0)
Lease liabilities	(143.8)	(155.4)
Net debt 1	(213.5)	(249.5)

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

19. Provisions

	Total
	£m
At 1 April 2024	6.3
Arising during the period	1.2
Remeasurements during the period	(0.7)
Amounts utilised	(0.3)
Discount rate unwind	0.2
Foreign exchange	(0.2)
At 30 March 2025	6.5
Arising during the period	0.2
Remeasurements during the period	0.7
Amounts utilised	(0.3)
Discount rate unwind	0.3
Foreign exchange	(0.1)
At 29 March 2026	7. 3

All provisions are property provisions that relate to the estimated repair and restoration costs for properties at the end of the lease.

20. Derivative financial assets and liabilities

	FY26	FY25
	£m	£m
Assets
Foreign exchange forward contracts – Current	0.5	1.0
Foreign exchange forward contracts – Non-current	–	–
Liabilities
Foreign exchange forward contracts – Current	(0.2)	(0.1)
Foreign exchange forward contracts – Non-current	–	–

Derivative financial instruments consist of foreign exchange forward contracts, which are categorised within Level 2 (refer to note 2.15 for

details on fair value hierarchy categorisation). The full fair value of a derivative is classified as a non-current asset or liability if the remaining

maturity is more than 12 months and as a current asset or liability if the maturity of the derivative is less than 12 months.

FOREIGN EXCHANGE FORWARD DERIVATIVES

The Group takes a holistic approach to foreign exchange risk, viewing exposures on a Group-wide net cash flow basis, seeking to maximise

natural offsets wherever possible. Where considered material, the Group manages its exposure to variability in GBP from foreign exchange

by hedging highly probable future cash flows arising in other currencies. The Group’s principal net currency exposures are to USD, EUR,

JPY and CAD.

The Group adopts a rolling, layered approach to hedging its operating cash flows using forward foreign exchange contracts on an 18-month

horizon. Other derivative contracts and longer tenors may be used provided these are approved by the Board and Audit and Risk Committee.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

18. Borrowings continued

194

DR. MARTENS PLC ANNUAL REPORT 2026

The following table represents the nominal amounts and types of derivatives held as at each Balance Sheet date:

	FY26	FY25
Average foreign exchange rate
Cash flow hedges: sell EUR buy GBP	1.1358	1.1684
Nominal amounts
Cash flow hedges: sell EUR buy GBP	£m	£m
Less than a year	66.5	82.2
More than a year but less than two years	7. 9	7. 0
Derivatives measured at fair value through profit or loss: sell EUR buy GBP	£m	£m
Less than a year	–	–

For hedges of forecast receipts and payments in foreign currencies, the critical terms of the hedging instruments match exactly with the

terms of the hedged items and, therefore, the Group performs a qualitative assessment of effectiveness. The fair value of forecast hedge

items is assessed to move materially equally and opposite to continuing cash flow hedge instruments. Ineffectiveness may arise if the

timing of the forecast transaction changes from what was originally estimated or if there are changes in the credit risk of the Group or the

derivative counterparty. The hedge ratio is 1:1.

If a hedged item is no longer expected to occur, the hedge instruments are immediately de-designated from a cash flow hedge relationship.

Amounts recognised in relation to de-designated derivatives are released from the hedging reserve and thereafter movements are classified

as fair value through profit or loss.

Gains/(losses) reclassified from the Consolidated Statement of Comprehensive Income to the Consolidated Statement of Profit or Loss

during the period are as follows:

	FY26	FY25
	£m	£m
Revenue	(1.3)	3.8
Foreign exchange losses	–	(3.6)
	(1.3)	0.2

Derivative financial assets and liabilities are subject to offsetting, enforceable master netting arrangements with counterparties. However,

these amounts are presented gross on the face of the Balance Sheet as the conditions for netting specified in IAS 32 ‘Financial Instruments

Presentation’ are not met.

		FY26
		Gross carrying Amounts not
	amounts	offset	Net amounts
	£m	£m	£m
Derivative financial assets	0.5	(0.1)	0.4
Derivative financial liabilities	(0.2)	0.1	(0.1)

		FY25
		Gross carrying Amounts not
	amounts	offset	Net amounts
	£m	£m	£m
Derivative financial assets	1.0	(0.1)	0.9
Derivative financial liabilities	(0.1)	0.1	–

20. Derivative financial assets and liabilities continued

FOREIGN EXCHANGE FORWARD DERIVATIVES CONTINUED

FINANCIAL STATEMENTS

195

DR. MARTENS PLC ANNUAL REPORT 2026

21. Investments

	FY26	FY25
	£m	£m
Investments	1.0	1.0

On 16 January 2023 the Group made an investment of £1.0m in the share capital of Generation Phoenix Limited, a company that

specialises in producing a sustainable alternative to leather and produces a recycled leather product using part-processed offcuts.

22. Financial instruments

IFRS 13 requires the classification of financial instruments measured at fair value to be determined by reference to the source of inputs used

to derive fair value. The fair values of all financial instruments, except for leases, in both years are materially equal to their carrying values.

All financial instruments are measured at amortised cost with the exception of derivatives, cash amounts held within money market funds,

and investments in equity instruments which are measured at fair value. Derivatives and money market funds are classified as Level 2 under

the fair value hierarchy, and investments in equity instruments as Level 3, which is consistent with the definitions in note 2.15.

			29 March 2026
	Assets at	Fair value through other	Fair value through
	amortised cost	comprehensive income	profit or loss	Total
	£m	£m	£m	£m
Assets as per Balance Sheet
Investments	–	1.0	–	1.0
Trade and other receivables excluding prepayments	64.2	–	–	64.2
Derivative financial assets – Current	–	0.5	–	0.5
Derivative financial assets – Non-current	–	–	–	–
Cash and cash equivalents	91.2 1	–	89.1 2	180.3
	155.4	1.5	89.1	246.0

1. £54.9m sits in term deposits with terms of less than 90 days.

2. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk.

	Liabilities at	Fair value through other	Fair value through
	amortised cost	comprehensive income	profit or loss	Total
	£m	£m	£m	£m
Liabilities as per Balance Sheet
Bank debt (excluding unamortised bank fees)	250.0	–	–	250.0
Bank interest – Current	2.1	–	–	2.1
Lease liabilities – Current	44.1	–	–	44.1
Lease liabilities – Non-current	99.7	–	–	99.7
Derivative financial instruments – Current	–	0.2	–	0.2
Derivative financial instruments – Non-current	–	–	–	–
Trade and other payables excluding non-financial
liabilities (mainly tax and social security costs)	99.3	–	–	99.3
	495.2	0.2	–	495.4

		30 March 2025
	Assets at	Fair value through other	Fair value through
	amortised cost	comprehensive income	profit or loss	Total
	£m	£m	£m	£m
Assets as per Balance Sheet
Investments	–	1.0	–	1.0
Trade and other receivables excluding prepayments	56.8	–	–	56.8
Derivative financial assets – Current	–	1.0	–	1.0
Derivative financial assets – Non-current	–	–	–	–
Cash and cash equivalents	97.2	–	58.7 3	155.9
	154.0	2.0	58.7	214.7

3. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

196

DR. MARTENS PLC ANNUAL REPORT 2026

	Liabilities at	Fair value through other	Fair value through
	amortised cost	comprehensive income	profit or loss	Total
	£m	£m	£m	£m
Liabilities as per Balance Sheet
Bank debt (excluding unamortised bank fees)	250.0	–	–	250.0
Bank interest – Current	2.4	–	–	2.4
Lease liabilities – Current	45.9	–	–	45.9
Lease liabilities – Non-current	109.5	–	–	109.5
Derivative financial instruments – Current	–	0.1	–	0.1
Trade and other payables excluding non-financial	95.9	–	–	95.9
liabilities (mainly tax and social security costs)	503.7	0.1	–	503.8

GROUP FINANCIAL RISK FACTORS

The Group’s activities expose it to a wide variety of financial risks including liquidity, credit and market risk (including foreign exchange and

interest rate risks). The Group’s treasury policies seek to manage residual financial risk within the Board agreed tolerance in a cost-effective

manner and taking advantage of natural offsets that exist or can be created through its operating activities. Where appropriate the Group

uses derivative financial instruments to hedge certain risk exposures (for example to reduce the impacts of foreign exchange volatility).

Risk management is carried out by a central Group Treasury department under policies approved by the Board of Directors and the Audit

and Risk Committee. Group Finance and Group Treasury identify, evaluate and hedge financial risks in close cooperation with the Group’s

regional operating units. The Board agrees written principles for overall risk management as well as written policies covering specific areas

such as foreign exchange risk, interest rate risk, credit risk and liquidity risk. These policies cover the allowable use of selective derivative

financial instruments and investment management processes for excess liquidity.

LIQUIDITY RISK

Cash flow forecasting is regularly performed in the operating entities of the Group and aggregated by Group Treasury. Group Treasury

monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs while

maintaining sufficient headroom in its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing

limits or covenants. Surplus cash held by operating entities over and above balances required for working capital are transferred to Group

Treasury to be managed centrally. Group Treasury policy is to invest surplus cash in high-quality, short-term, interest-bearing instruments

including current accounts, term deposit and low volatility money market funds.

The Group continually reviews any medium to long-term financing requirements to ensure cost effective access to funding is available

if and when it is needed (including any debt refinancing).

The table below sets out the contractual maturities (representing undiscounted contractual cash flows) of loans, borrowings and other

financial liabilities:

			At 29 March 2026
	Up to	Between	Between	More than
	3 months	3 & 12 months	1 & 5 years	5 years	Total
	£m	£m	£m	£m	£m
Bank loans – Principal	–	–	250.0	–	250.0
Bank loans – Interest 1	4.7	13.9	13.8	–	32.4
Total bank loans	4.7	13.9	263.8	–	282.4
Lease liabilities	13.2	36.1	88.3	22.0	159.6
Derivative financial instruments	–	0.2	–	–	0.2
Trade and other payables excluding non-financial liabilities	99.3	–	–	–	99.3
	117.2	50.2	352.1	22.0	541.5

1. Future interest cash flows are determined by a variable margin depending on the Group leverage forecast over a three-month average compounded SONIA forward curve.

22. Financial instruments continued

FINANCIAL STATEMENTS

197

DR. MARTENS PLC ANNUAL REPORT 2026

			At 30 March 2025
	Up to	Between	Between	More than
	3 months	3 & 12 months	1 & 5 years	5 years	Total
	£m	£m	£m	£m	£m
Bank loans – Principal	–	–	250.0	–	250.0
Bank loans – Interest 1	5.2	15.0	31.7	–	51.9
Total bank loans	5.2	15.0	281.7	–	301.9
Lease liabilities	13.6	37.9	97.4	22.8	171.7
Derivative financial instruments	–	0.1	–	–	0.1
Trade and other payables excluding non-financial liabilities	95.9	–	–	–	95.9
	114.7	53.0	379.1	22.8	569.6

1. Future interest cash flows are determined by a variable margin depending on the Group leverage forecast over a three-month average compounded SONIA forward curve.

Credit risk

Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible

for managing and analysing the credit risk of their new customers before standard payment and delivery terms and conditions are offered.

Credit risk arises from cash and cash equivalents, derivative financial instruments, as well as credit exposures to wholesale and retail

customers, including outstanding receivables and committed transactions. Cash investments and derivative transactions are only executed

with financial institutions who hold an investment grade rating with at least one of Moody’s, Standard & Poor’s or Fitch’s rating agencies.

The Group’s treasury policy defines strict limits that do not allow concentration of risk with individual counterparties.

For wholesale customers, risk control assesses the credit quality of the customer, taking into account its financial position, past experience

and other factors. Individual risk limits are regularly monitored. Sales to wholesale customers are settled primarily by bank transfer and retail

consumers are settled in cash or by major debit or credit cards. The Group has no significant concentration of credit risk as exposure is

spread over a large number of consumers.

MARKET RISK

FOREIGN EXCHANGE RISK

The Group operates internationally and is exposed to foreign exchange risk arising from the various currency exposures, primarily with

respect to the US Dollar, Euro, Canadian Dollar and Japanese Yen. Foreign exchange risk arises from future commercial transactions,

recognised assets and liabilities and net investments in overseas operations. Foreign exchange risk arises when future commercial

transactions or recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency.

The Group purchases the vast majority of its inventory from factories in Asia which are paid in US Dollars. On a net basis, the majority

of Group EBIT is earned in currencies other than Pounds Sterling. In addition, the Group has other currency denominated investments

in overseas operations whose net assets are exposed to foreign currency translation risk upon consolidation.

CASH FLOW AND FAIR VALUE INTEREST RATE RISK

The Group’s interest rate risk arises from its floating rate bank debt and cash amounts held. Borrowings issued at fixed rates expose the

Group to fair value interest rate risk. The Group’s bank debt borrowings are denominated in GBP and incur interest at variable rates subject

to compounded daily SONIA.

At 29 March 2026, if interest rates on bank borrowings had been 50 basis points higher or lower with all other variables held constant,

the calculated pre-tax profit for the period would change by £1.2m (FY25: £1.4m).

CAPITAL RISK

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return

to stakeholders through the optimisation of the debt and equity balances. The Group’s overall strategy remains consistent with that from

the past few years.

The capital structure of the Group consists of net debt disclosed in note 18 and equity attributable to equity holders of the parent, comprised

of issued ordinary share capital, reserves and retained earnings as disclosed in notes 24 and 26 and the Consolidated Statement of

Changes in Equity. The Group’s Board of Directors reviews the capital structure on an annual basis. The Group is not subject to any

externally imposed capital requirement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

22. Financial instruments continued

LIQUIDITY RISK CONTINUED

198

DR. MARTENS PLC ANNUAL REPORT 2026

FOREIGN CURRENCY RISK

The Group has analysed the impact of a movement in foreign exchange rate of the major non-GBP currencies on its EBIT

(all other foreign

exchange rates remaining unchanged) as follows:

	FY26	FY25
10% appreciation of currency	£m	£m
US Dollar	(9.1)	(12.6)
Euro	13.8	13.4
Yen	3.5	3.4

1. Alternative Performance Measure (APM) as defined in the Glossary on pages 227 to 229.

The majority of the Group’s inventory is purchased in US Dollars however the net foreign currency exposure is largely offset by income from

the Group’s US operations and US Dollar-denominated sales to distributors.

23. Deferred taxation

The analysis of deferred tax assets and liabilities is as follows:

	FY26	FY25
	£m	£m
Non-current
Assets	11.0	11.1
Liabilities	(1.3)	(2.5)
	9.7	8.6

The gross movement on the deferred income tax is as follows:

	FY26	FY25
	£m	£m
Credit for the period in the Consolidated Statement of Comprehensive Income	1.1	0.2

The deferred tax asset provided in the financial statements is supported by budgets and trading forecasts and relates to the following

temporary differences:

+ accelerated capital allowances are the differences between the net book value of fixed assets and their tax base;

+ other temporary differences are the other differences between the carrying amount of an asset/liability and its tax base that eventually

will reverse;

+ unrealised profits in intra-group transactions and expenses;

+ trade losses expected to be utilised in future periods; and

+ deferred tax on share-based payments in relation to the expected future tax deduction on the exercise of granted share options spread

over the vesting period.

The movement in deferred income tax assets and liabilities during the period is as follows:

	Accelerated	Unrealised	Other
	capital	intra-group	temporary		Share-based
	allowances	profits	differences	Tax losses	payments	Total
	£m	£m	£m	£m	£m	£m
At 1 April 2024	(3.2)	3.3	6.9	0.6	0.8	8.4
Statement of Profit or Loss credit/(charge)	0.1	–	0.9	(0.4)	0.5	1.1
Credited/(charged) directly to equity	–	–	0.3	–	(0.7)	(0.4)
Adjustment for Korea concession income 1	–	–	(0.3)	–	–	(0.3)
Foreign exchange	–	(0.1)	(0.1)	–	–	(0.2)
At 30 March 2025	(3.1)	3.2	7. 7	0.2	0.6	8.6
Statement of Profit or Loss credit/(charge)	0.9	0.7	(0.4)	(0.1)	0.6	1.7
(Charged)/credited directly to equity	–	–	(0.8)	–	0.3	(0.5)
Foreign exchange	–	–	(0.1)	–	–	(0.1)
At 29 March 2026	(2.2)	3.9	6.4	0.1	1.5	9.7

1. This adjustment relates to the release of a historical Korean deferred tax asset arising from differences in income recognition in concessions between Korean GAAP and Korean tax

rules. This asset was released due to a claim with the Korean tax authorities being resolved.

22. Financial instruments continued

FINANCIAL STATEMENTS

199

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

Deferred taxation not provided in the financial statements:

	FY26	FY25
	£m	£m
Tax losses 2	8.6	8.9

2. This is the tax affected amount of losses that have not been provided for in the financial statements, calculated using the rate at which the losses would be expected to be used.

There are £34.6m (FY25: £35.4m) of gross tax losses that have not been provided for because they are either capital losses (which can only be used against future capital gains

which we are not forecasting) or they are non-trade loan relationship losses which can only be used in the same company (and are in companies we don’t expect to have any loan

relationship profits).

The deferred tax assets and liabilities have been measured at the corporation tax rate expected to apply to the reversal of the timing

difference, based on rates that are enacted or substantively enacted by the end of each reporting period. There are no material temporary

differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, for which deferred

tax liabilities have not been recognised.

24. Ordinary share capital

	FY26	FY26	FY25	FY25
	No.	£m	No.	£m
Authorised, called up and fully paid
Ordinary shares of £0.01 each	967,472,963	9.7	964,537,323	9.6

The movements in the ordinary share capital during the period ended 29 March 2026 and the period ended 30 March 2025 were as follows:

	FY26	FY26	FY25	FY25
	No.	£m	No.	£m
At 31 March 2025 and 1 April 2024	964,537,323	9.6	961,878,608	9.6
Shares issued	2,935,640	0.1	2,658,715	–
At 29 March 2026 and 30 March 2025	967,472,963	9.7	964,537,323	9.6

25. Treasury shares

The movements in treasury shares held by the Company during the period ended 29 March 2026 and period ended 30 March 2025 were

as follows:

	FY26	FY26	FY25	FY25
	No.	£m	No.	£m
At 31 March 2025 and 1 April 2024	735,360	–	394,923	–
Purchase of own shares held by employee trust	10,000,000	6.7	–	–
Shares issued for share schemes held in trust	283,102	–	447,685	–
Shares vested from share schemes held in trust	(161,463)	–	(107,248)	–
At 29 March 2026 and 30 March 2025	10,856,999	6.7	735,360	–

During the period the Dr. Martens plc Employee Benefit Trust (EBT) was established, set up for the purpose of purchasing and holding shares

in Dr. Martens plc for subsequent transfer to employees under the terms of the Group’s share plans. During the period, the Trust purchased

10,000,000 shares (FY25: £nil) for a total cash consideration of £6.7m (FY25: £nil). The cost of the shares purchased by the EBT is recorded

within treasury shares, and reduces the profits available for distribution by the Company. Shares held within the Trust have been excluded

from the weighted average number of shares used in the calculation of earnings per share, and dividends are waived on all these shares.

23. Deferred taxation continued

200

DR. MARTENS PLC ANNUAL REPORT 2026

26. Reserves

The following describes the nature and purpose of each reserve within equity:

Reserve	Description and purpose
Ordinary share capital	Nominal value of subscribed shares.
Treasury shares	This reserve relates to shares held by SIP Trusts and the EBT.
	The shares held by the SIP Trusts were issued directly to the Trusts in order to satisfy outstanding employee
	share schemes and potential awards under the employee share incentive schemes. The Company issued
	283,102 shares directly to the Trusts during the period and held 10,856,999 as at 29 March 2026 (30 March
	2025 held: 735,360).
	Shares purchased by Dr. Martens plc Employee Benefit Trust are included within treasury shares. During the
	period, the trust purchased 10,000,000 shares for a cash consideration of £6.7m and held 10,000,000 as at
	29 March 2026 (30 March 2025 held: nil)
Hedging reserve	Represents the movements in fair value on designated hedging instruments.
Capital redemption reserve	A non-distributable reserve into which amounts are transferred following the redemption or purchase of own
	shares. The reserve was created in order to ensure sufficient distributable reserves were available for the
	purpose of redeeming preference shares in the prior periods.
Merger reserve	The difference between the nominal value of shares acquired by Dr. Martens plc (the Parent Company) in the
	share-for-share exchange with Doc Topco Limited and the nominal value of shares issued to acquire them on
	11 December 2020.
Foreign currency	Includes translation gains or losses on translation of foreign subsidiaries’ financial statements from the
translation reserve	functional currencies to the presentational currency.
Retained earnings	Retained earnings represent the profits of the Group made in current and preceding periods, net of
	distributions and equity-settled share-based awards. Included in retained earnings are distributable reserves.

27. Share-based payments and share schemes

EXECUTIVE SHARE PLAN – THE DR. MARTENS LONG-TERM INCENTIVE PLAN (LTIP)

Awards of shares to Executive Directors and other senior executives are made under the Long-Term Incentive Plan (LTIP): the Performance

Share Plan (PSP) for the Executive Directors and Global Leadership Team (GLT) and the Restricted Share Unit Plan (RSU) for GLT direct

reports and other employees. The LTIP is a discretionary share plan under which awards are approved and granted at the discretion of the

Remuneration Committee.

LONG-TERM INCENTIVE PLAN – PERFORMANCE SHARE PLAN (PSP)

Awards of conditional shares are granted to the Executive Directors and GLT. These awards are currently capable of vesting subject to

the achievement of set performance conditions over a three-year performance period and continued service. There are three performance

conditions attached to the awards which are Total Shareholder Return (TSR), which is a market-based performance condition, and

Operating Cash Flow Conversion (OCFC) and EPS growth, which are non-market-based performance conditions. In prior years, only the

TSR and EPS conditions applied. The fair value of the TSR element of the performance conditions is calculated and fixed at the date of

grant using a Stochastic options pricing model. The fair value of the EPS and OCFC elements of the performance conditions are reviewed

at each Balance Sheet date and adjusted through the number of awards expected to vest. The fair value of the PSP is the face value of the

awards at the date of grant (calculated using the closing share price on the day preceding grant). The awards will vest to participants at the

end of the vesting period subject to the performance conditions of the award being met. The entitlement of any of the awards for leavers are

subject to the leaver provisions as set out in the Plan Rules. There are no cash settlement alternatives and the Group accounts for the PSP

as an equity-settled plan. Full details on the performance conditions for all the LTIP awards can be found in the Remuneration Report on

page 130 of the Annual Report.

LONG-TERM INCENTIVE PLAN – RESTRICTED SHARE UNIT PLAN (RSU)

Conditional awards of shares under the RSU are granted to GLT direct reports and other employees of the Group. There are no performance

conditions attached to the awards; the awards will only vest should the participants remain employed on the vesting date. If participants

leave the Group their awards would usually lapse in full, subject to the leaver provisions set out in the Plan Rules. The fair value of Restricted

Share Unit awards is the face value of the awards at the date of grant (calculated using the closing share price on the day preceding grant).

The Group accounts for the Restricted Share Unit awards as an equity-settled plan.

FINANCIAL STATEMENTS

201

DR. MARTENS PLC ANNUAL REPORT 2026

MOVEMENTS DURING THE PERIOD

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, shares subject to LTIP

schemes during the period:

	FY26		FY25
	LTIP		LTIP
	No.	WAEP	No.	WAEP
Outstanding at the beginning of the period	27,081,970	–	15,324,569	–
Granted	16,811,595	£0.00	20,262,208	£0.00
Vested	(2,488,247)	–	(2,768,104)	–
Forfeited	(6,772,372)	–	(5,736,703)	–
Outstanding at the end of the period	34,632,946	£0.00	27,081,970	£0.00
Weighted average contractual life remaining (years)	1.5	£0.00	1.8	£0.00

FAIR VALUE MEASUREMENT

The following table lists the inputs to the models used for the plans granted during the period ended 29 March 2026 and period ended

30 March 2025:

		FY26
		LTIP
	PSP	PSP	PSP
Date of grant	16/06/2025	08/12/2025	08/12/2025
Share price (pence)	74.2	78.2	78.2
Fair value at grant date (pence)	62.9	64.2	64.2
Exercise price (pence)	0	0	0
Dividend yield (%)	Nil	Nil	Nil
Expected volatility (%)	57.92%	50.53%	50.53%
Risk-free interest rate (%)	3.77%	3.72%	3.72%
Expected life (years)	3.0 years	1.5 years	3.0 years
Model used	Monte Carlo and Finnerty	Monte Carlo and Finnerty	Monte Carlo and Finnerty

			FY26
			LTIP
	RSU	RSU	RSU	RSU	RSU	RSU
Date of grant	16/06/2025	16/06/2025	16/06/2025	16/06/2025	16/06/2025	08/12/2025
Share price (pence)	74.2	74.2	74.2	74.2	78.2	78.2
Fair value at grant date (pence)	74.2	74.2	74.2	74.2	78.2	78.2
Exercise price (pence)	0	0	0	0	0	0
Dividend yield (%)	Nil	Nil	Nil	Nil	Nil	Nil
Expected volatility (%)	Nil	Nil	Nil	Nil	Nil	Nil
Risk-free interest rate (%)	Nil	Nil	Nil	Nil	Nil	Nil
Expected life (years)	3.0 years	0.5 years	3.0 years	0.1 years	0.2 years	3.0 years
Model used	N/A	N/A	N/A	N/A	N/A	N/A

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

27. Share-based payments and share schemes continued

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DR. MARTENS PLC ANNUAL REPORT 2026

			FY25
			LTIP
	PSP	RSU	RSU	RSU	RSU	RSU
Date of grant	14/06/2024	14/06/2024	14/06/2024	14/06/2024	05/12/2024	05/12/2024
Share price (pence)	84.1	84.1	84.1	84.1	69.9	69.9
Fair value at grant date (pence)	72.8	84.1	84.1	84.1	69.9	69.9
Exercise price (pence)	0	0	0	0	0	0
Dividend yield (%)	Nil	Nil	Nil	Nil	Nil	Nil
Expected volatility (%)	56.88%	Nil	Nil	Nil	Nil	Nil
Risk-free interest rate (%)	4.12%	Nil	Nil	Nil	Nil	Nil
Expected life (years)	3.0 years	3.0 years	3.3 years	0.7 years	2.5 years	1.6 years
Model used	Monte Carlo	N/A	N/A	N/A	N/A	N/A

The following schemes granted in FY24 and FY23 were also still in existence during FY25 and FY26:

		FY24
		LTIP
	PSP	RSU	RSU
Date of grant	30/06/2023	30/06/2023	14/12/2023
Share price (pence)	119.3	119.3	88.5
Fair value at grant date (pence)	96.7	119.3	88.5
Exercise price (pence)	0	0	0
Dividend yield (%)	Nil	Nil	Nil
Expected volatility (%)	55.05%	Nil	Nil
Risk-free interest rate (%)	5.13%	Nil	Nil
Expected life (years)	3.0 years	3.0 years	3.0 years
Model used	Monte Carlo	N/A	N/A

The following schemes granted in FY23 were also still in existence during FY24 and FY25:

		FY23
		LTIP
	PSP	RSU	RSU
Date of grant	15/06/2022	15/06/2022	08/12/2022
Share price (pence)	238	238	193
Fair value at grant date (pence)	205	238	193
Exercise price (pence)	0	0	0
Dividend yield (%)	Nil	Nil	Nil
Expected volatility (%)	50.71%	Nil	Nil
Risk-free interest rate (%)	2.23%	Nil	Nil
Expected life (years)	3.0 years	3.0 years	2.7 years
Model used	Monte Carlo	N/A	N/A

VOLATILITY

For determining expected volatility, IFRS 2 requires the fair value to take into account historical volatility over the expected term. Where

Dr. Martens plc has been listed for less than the expected life of the plans it does not have sufficient information on historical volatility, and

it computes volatility for the longest period for which trading activity is available. It also considered the historical volatility of similar entities

in the same industry for the equivalent period of their listed share price history.

27. Share-based payments and share schemes continued

FAIR VALUE MEASUREMENT CONTINUED

FINANCIAL STATEMENTS

203

DR. MARTENS PLC ANNUAL REPORT 2026

ALL-EMPLOYEE PLAN – SHARE INCENTIVE PLAN (SIP) AND INTERNATIONAL SHARE INCENTIVE PLAN

The Group has two SIP Trusts, Dr. Martens plc UK Share Incentive Plan Trust (‘SIP-UK’) and Dr. Martens plc International Share Incentive

Plan Trust (‘SIP-International’), for the purpose of facilitating the holding of shares in Dr. Martens plc for the benefit of employees of the

Group. The assets of the employee share trusts are held by the separate trusts, of which the Directors consider that Dr. Martens plc has

control for accounting purposes.

SHARE INCENTIVE PLAN (SIP): BUY AS YOU EARN

In October 2021 employees were granted Free Shares under the Share Incentive Plan (SIP); these shares vested and became available

to employees in October 2024. In September 2022 the Company launched the purchase and matching element of the SIP known as Buy

As You Earn (BAYE). Employees can elect to make a monthly contribution from their gross pay to purchase shares in Dr. Martens plc

(‘partnership shares’). For each partnership share acquired, the Company will award a ‘matching’ share. Matching shares are subject to

a three-year forfeiture period, and employees will receive the matching shares if they remain employed at the end of this period of service.

The matching shares fall within the scope of IFRS 2 and are classed as equity-settled share-based payments with a three-year forfeiture

period, due to the condition of continued service for three years from the allocation date. A new invitation to join the plan will be rolled

out each year effective 1 September. On 11 November 2022, the first matching shares were allocated to employees who had opted into

the plan and purchased partnership shares. These awards are subject to a three-year forfeiture period after the date of purchase of the

corresponding partnership shares. There are no cash settlement alternatives and the Group accounts for the SIP as an equity-settled plan.

GLOBAL SHARE INCENTIVE PLAN (SIP): INTERNATIONAL BUY AS YOU EARN

In March 2023 the Company launched the purchase and matching element of the International SIP known as International Buy As You Earn

(BAYE). Employees can elect to make a monthly contribution from their net pay to purchase shares in Dr. Martens plc (‘partnership shares’).

Partnership shares are purchased quarterly with the first purchase in July 2023. For each partnership share acquired, the Company

will allocate a ‘matching’ share. Matching shares vest after a period of between two and three years depending on the allocation date.

The average weighted vesting period is 2.7 years. The matching shares fall within the scope of IFRS 2 and are classed as equity-settled

share-based payments, and employees will receive the matching shares if they remain employed at the end of this period of service.

A new invitation to join the plan will be rolled out each year effective 1 September.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, SIP shares during the period:

	FY26	FY25
	SIP	SIP
	No.	No.
Outstanding at the beginning of the period	837,211	385,523
Granted	497,127	634,772
Vested	(161,463)	(107,248)
Forfeited	(132,497)	(75,836)
Outstanding at the end of the period	1,040,378	837,211
Weighted average contractual life remaining (years)	1.7 years	2.1 years

FAIR VALUE MEASUREMENT

The following table lists the inputs to the model used for the SIP plans for the period ended 29 March 2026 and period ended 30 March 2025:

	FY26	FY25	FY24	FY23
		SIP
Date of grant	19/09/2025	20/09/2024	22/09/2023	15/09/2022
Share price (pence)	50-91	55-95	82-165	128-290
Fair value at grant date (pence)	50-91	55-95	82-165	128-290
Exercise price (pence)	0	0	0	0
Dividend yield (%)	Nil	Nil	Nil	Nil
Expected volatility (%)	0	0	0	0
Risk-free interest rate	0	0	0	0
Weighted average expected life (years)	3.3 years	3.4 years	3.3 years	3.2 years
Model used	N/A	N/A	N/A	N/A

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

27. Share-based payments and share schemes continued

204

DR. MARTENS PLC ANNUAL REPORT 2026

SHARE SCHEMES – ADDITIONAL INFORMATION

Employer payroll taxes are being accrued, where applicable, at local rate, which management expects to be the prevailing rate when

the awards are exercised, based on the share price at the reporting date. The total employer payroll taxes for the period relating to all

the awards was £0.6m (FY25: £0.4m). Within this amount is £0.1m (FY25: £0.3m) of exceptional costs relating to Director joining costs.

Included in staff costs and accruals is £nil (FY25: £nil) in relation to expenses arising from cash-settled share-based payments.

Included in staff costs is £5.2m (FY25: £7.2m) in relation to expenses arising from equity-settled share-based payments. Within this

amount is £0.3m (FY25: £0.3m) in relation to the SIP, £0.7m (FY25: £1.9m) of exceptional costs relating to Director joining costs and

£nil (FY25: £0.1m) of exceptional costs relating to the cost action plan.

GLOBAL BONUS SCHEME SHARE PLAN

The Remuneration Committee of the Group has determined that a proportion of the annual Executive Bonus Scheme will be utilised

(on a net basis) to purchase Parent Company shares. There were no cancellations or modifications during the period.

28. Financial commitments

The Group is party to a number of warehousing agreements whereby it is committed to certain costs which are not required to be reflected

on the Balance Sheet. These costs pertain to storage costs for some warehouses that do not meet the recognition requirements of IFRS 16,

and the fixed-cost elements of the additional services that the Group’s warehouse operators provide.

The below table discloses the contractual cash flows that the Group is committed to under these arrangements, excluding the effects

of future rate increases allowable within the agreements.

	FY26	FY25
	£m	£m
Within 1 year	7. 9	7. 0
1 to 5 years	12.7	6.5
Over 5 years	2.8	–
	23.4	13.5

Short-term leases for retail stores are not required to be included above as the portfolio of short-term leases to which the Group is

committed to at the end of the reporting period is not dissimilar to the portfolio of short-term leases to which the short-term lease expense

disclosed in note 29 relates.

Guarantees exist in the form of rent guarantees to various landlords of £5.9m (FY25: £5.9m) and other guarantees of £0.2m (FY25: £0.2m).

Included within the rent guarantees is £3.8m of issued guarantees (FY25: £3.7m) secured by an ancillary carve-out from the Group’s RCF.

The Group has additional commitments relating to leases where the Group has entered into an obligation but does not yet have control

of the underlying asset. The future lease payments to which the Group is committed, over the expected lease term, but are not recorded

on the Group’s Balance Sheet are as follows:

	FY26	FY25
	£m	£m
Within 1 year	–	0.2
1 to 5 years	–	1.4
Over 5 years	–	1.0
	–	2.6

27. Share-based payments and share schemes continued

FAIR VALUE MEASUREMENT CONTINUED

FINANCIAL STATEMENTS

205

DR. MARTENS PLC ANNUAL REPORT 2026

29. Lease liabilities

Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements during

the period:

		FY26	FY25
	Note	£m	£m
At 31 March 2025 and 1 April 2024		155.4	182.3
Additions 1		10.4	16.7
Reassessments		5.3	3.0
Modifications		22.3	6.3
Interest expense	8	6.3	6.9
Lease capital and interest repayments		(55.6)	(56.2)
Foreign exchange		(0.3)	(3.6)
At 29 March 2026 and 30 March 2025		143.8	155.4
Current	18	44.1	45.9
Non-current	18	99.7	109.5

1. Additions comprises right-of-use asset additions less working capital of £0.9m (FY25: £1.9m).

The following amounts were recognised in the Consolidated Statement of Profit or Loss:

		FY26	FY25
	Note	£m	£m
Depreciation expense of right-of-use assets	13	48.8	51.4
Impairment of right-of-use assets	13	3.5	3.2
Gain on remeasurement of leases		(1.1)	(0.3)
Interest expense on lease liabilities	8	6.3	6.9
Expenses relating to short-term leases		0.1	0.3
Variable lease payments		2.5	2.9
Total operating expenses recognised in the Consolidated Statement of Profit or Loss		2.6	3.2
Total amount recognised in the Consolidated Statement of Profit or Loss		60.1	64.4

EXTENSION OPTIONS

Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period.

Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options

held are exercisable only by the Group and not by the lessors. The Group will reassess and remeasure when there is a significant event or

change in circumstances. For example, lease renewals or business decisions to exercise lease breaks. These are reviewed and embedded

to the model as they occur.

		Potential future lease
	Lease liabilities	payments not included
	recognised	in lease liabilities
	(discounted)	(undiscounted)
	£m	£m
FY26: Leases with lease extension options	33.8	79.6
FY25: Leases with lease extension options	38.2	84.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

206

DR. MARTENS PLC ANNUAL REPORT 2026

30. Pensions

DEFINED CONTRIBUTION SCHEME

The Group operates a defined contribution pension scheme for its employees. The Group’s expenses in relation to this scheme were £4.9m

for the period ended 29 March 2026 (FY25: £5.2m) and at 29 March 2026 £0.2m (FY25: £0.2m) remained payable to the pension fund.

DEFINED BENEFIT SCHEME

Dr Martens Airwair Group Limited and Airwair International Limited (subsidiaries of the Group) operate a pension arrangement called the

Dr Martens Airwair Group Pension Plan (the Plan). The Plan has a defined benefit section that provides benefits based on final salary and

length of service on retirement, leaving service or death. The defined benefit section closed to new members on 6 April 2002 and closed

to future accrual with effect from 31 January 2006. The Plan also has a defined contribution section that provides money purchase benefits

to some current and former employees.

The Plan is managed by a board of Trustees appointed in part by Airwair International Limited and in part from elections by members of the

Plan. The Trustees have responsibility for obtaining valuations of the fund, administering benefit payments and investing the Plan’s assets.

The Trustees delegate some of these functions to their professional advisers where appropriate.

During December 2025, the Trustees purchased a bulk annuity contract with Pension Insurance Corporation (PIC) to insure the Plan’s

non-annuitant benefits in full (excluding any additional benefits arising due to GMP equalisation which will be insured as part of a future

top-up premium discount). The buy-in transaction has been recognised in the 29 March 2026 disclosures as a remeasurement, with the

value of the buy-in policy set equal to the IAS 19 value of the liabilities insured.

The defined benefit section of the Plan is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Plan is

carried out at least once every three years to determine whether the Statutory Funding Objective is met. A full actuarial valuation was carried

out as at 30 June 2025. The results of that valuation were received in February 2026 by a qualified independent actuary and confirmed that

the Plan had sufficient assets to meet the Statutory Funding Objective. The Statutory Funding Objective does not currently impact on the

recognition of the Plan in these financial statements.

The weighted average duration of the defined benefit obligation is approximately 11 years (FY25: 11 years). Around 50% of the

undiscounted benefits are due to be paid beyond 17 years’ time, with the projected actuarial cash flows declining to zero in about 70 years.

KEY RISKS

As a consequence of the buy-in the following key risks have been transferred to PIC:

+ Investment risk. The Plan holds investments in asset classes, such as equities, which have volatile market values and while these assets are

expected to provide real returns over the long term, the short-term volatility can cause additional funding to be required if a deficit emerges

+ Interest rate risk. The value of the Plan’s liabilities is assessed using market yields on high-quality corporate bonds to discount the

liabilities. As the Plan holds assets such as equities, the value of the assets and liabilities may not move in the same way. The Plan holds

derivatives to manage a proportion of the interest rate risk

+ Inflation risk. A significant proportion of the benefits under the Plan are linked to inflation. Although the Plan’s assets are expected to

provide a good hedge against inflation over the long term, movements in inflation expectations over the short term could lead to a deficit

emerging. The Plan holds some derivatives to hedge a proportion of the potential changes in the value of the liabilities due to changes in

market inflation expectations

+ Mortality risk. In the event that members live longer than assumed, a deficit could emerge in the Plan

Although the Lloyds Banking Group Pensions Trustees Limited vs Lloyds Bank plc (and others) court judgment on 26 October 2018

(and the subsequent court judgment on 20 November 2020) provided some clarity in respect of GMP equalisation and the obligations that

this places on schemes, the actual impact of equalising the Plan’s GMPs remains uncertain. An approximate allowance equivalent to 1.1%

(FY25: 1.1%) of the value of the liabilities has been made in the disclosures for the impact of GMP equalisation. There were no other plan

amendments, curtailments or settlements during the period.

The Group’s Annual Report and Accounts for the period ended 30 March 2025 disclosed the dismissal on 25 July 2024 of the appeal by

Virgin Media to the judgment in the High Court case of Virgin Media vs NTL Trustees which was handed down on 16 June 2023. The judge

ruled that where benefit changes were made without a valid ‘section 37’ certificate from the Scheme Actuary, those changes could be

considered void. This judgment could have material consequences for some defined benefit schemes. On 5 June 2025 the Government

announced that in light of this uncertainty, it would introduce legislation into the Pension Schemes Bill which will allow affected schemes to

obtain retrospective actuarial confirmation that historical benefit changes in scope of section 37 were valid (subject to various provisions).

Provisions were published on 18 September 2025 in the amended Pension Schemes Bill to allow for this.

The Group has considered the extent to which it should investigate the implications of the Virgin Media ruling on its IAS 19 disclosures

as at 29 March 2026 in relation to the Dr Martens Airwair Group Pension Plan. The Plan was contracted-out of the State Pension during

the relevant period and therefore is in scope of the ruling. The Group is not aware of any evidence that there are any amendments that

were made during the relevant period that did not receive the appropriate actuarial confirmation.

In light of the above and the draft legislation, disclosures have been prepared assuming that the ruling will not affect the Plan’s benefits.

FINANCIAL STATEMENTS

207

DR. MARTENS PLC ANNUAL REPORT 2026

Airwair International Limited is required to agree a Schedule of Contributions with the Trustees of the Plan following a valuation, which

must be carried out at least once every three years. Following the valuation of the Plan as at 30 June 2025, a Schedule of Contributions

was agreed under which Airwair International Limited was not required to make any contributions to the defined benefit section of the Plan

(other than payments in respect of administrative expenses). Accordingly, Airwair International Limited does not expect to contribute to

the defined benefit section of the Plan, although it will continue to contribute to the defined contribution section in line with the Schedule

of Contributions. Due to the buy-in transaction with PIC and the resultant surplus assets in the Plan, the company does not expect to need

to pay any contributions to the Plan following the conclusion of the valuation.

The amounts recognised in the Balance Sheet (under IAS 19 Employee Benefits) are determined as follows:

	FY26	FY25
	£m	£m
Fair value of plan assets – defined benefit section	37.0	42.4
Present value of funded obligations – defined benefit section	(34.0)	(33.7)
Surplus of funded plans	3.0	8.7
Impact of asset ceiling	–	(8.7)
Net pension asset	3.0	–

Prior to the buy-in transaction, any surplus in the Plan was not recognised on the grounds that Airwair International Limited was unlikely

to derive any future economic benefits from the surplus. As such, an asset ceiling was applied to the Balance Sheet. However, post buy-in,

the surplus now reflects a true economic surplus and the Company has an unconditional right to this surplus.

A reconciliation of the net defined benefit asset over the period is given below:

	FY26	FY25
	£m	£m
Net defined benefit asset at beginning of the period	–	–
Total defined benefit charge in the Statement of Profit or Loss	(0.6)	–
Remeasurement gains in the Statement of Comprehensive Income	3.6	–
Employer’s contributions	–	–
Net defined benefit asset at end of the period	3.0	–

The amount charged to the Consolidated Statement of Profit or Loss in respect of the defined benefit section of the Plan is shown below:

	FY26	FY25
	£m	£m
Net interest charge in the P&L account	–	–
Past service costs	0.6	–
Total defined benefit charge	0.6	–

As part of the buy-in transaction, the pension adopted changes to insurer factors for converting pension into a lump sum at retirement.

This enhancement resulted in a past service cost of £0.6m. Administration costs related to the buy-in were £0.4m. The amount charged

to the Consolidated Statement of Profit or Loss and Consolidated Statement of Comprehensive Income in respect of the defined benefit

section of the Plan was £nil (FY25: £16k). Costs in respect of the defined contribution section of the Plan, and other defined contribution

arrangements operated by Airwair International Limited, are allowed for separately.

The remeasurements in respect of the defined benefit section of the Plan, to be shown in the Consolidated Statement of Comprehensive

Income, are shown below:

	FY26	FY25
	£m	£m
Losses on defined benefit assets in excess of interest	5.5	4.3
Experience loss on defined benefit obligation	0.5	–
Losses from changes to demographic assumptions	0.3	–
Gains from changes to financial assumptions	(0.9)	(3.4)
Change in effect of asset ceiling	(9.0)	(0.9)
Total remeasurements to be shown in other comprehensive income	(3.6)	–

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

30. Pensions continued

208

DR. MARTENS PLC ANNUAL REPORT 2026

The buy-in transaction reduced the Plan’s assets for IAS 19 purposes, contributing to the loss on defined benefit assets in excess of interest

shown above. This is because the buy-in policy asset value is set equal to the value of the liabilities under IAS 19, not the amount paid

across to the insurer. The associated loss is viewed as investment loss for the purpose of the disclosure. The removal of the asset ceiling

results in a significant remeasurement gain.

The change in defined benefit scheme assets over the period was:

	FY26	FY25
	£m	£m
At 31 March 2025 and 1 April 2024	42.4	46.7
Interest on defined benefit assets	2.2	2.2
Movement on defined benefit section assets less interest	(5.5)	(4.3)
Benefits paid from the defined benefit section	(2.1)	(2.2)
At 29 March 2026 and 30 March 2025	37.0	42.4

The change in the defined benefit scheme funded obligations over the period was:

	FY26	FY25
	£m	£m
At 31 March 2025 and 1 April 2024	33.7	37.6
Past service cost	0.6	–
Interest cost on defined benefit obligation	1.9	1.7
Experience loss on defined benefit obligation	0.5	–
Changes to demographic assumptions	0.3	–
Changes to financial assumptions	(0.9)	(3.4)
Benefits paid from the defined benefit section	(2.1)	(2.2)
At 29 March 2026 and 30 March 2025	34.0	33.7

The change in the effect of the asset ceiling over the period was as follows:

	FY26	FY25
	£m	£m
At 31 March 2025 and 1 April 2024	8.7	9.1
Net interest charge on asset ceiling	0.3	0.5
Changes in the effect of the asset ceiling excluding interest	(9.0)	(0.9)
At 29 March 2026 and 30 March 2025	–	8.7

30. Pensions continued

EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS CONTINUED

FINANCIAL STATEMENTS

209

DR. MARTENS PLC ANNUAL REPORT 2026

A breakdown of the assets is set out below, split between those assets that have a quoted market value in an active market and those that do

not. The assets do not include any investment in shares of Airwair International Limited, nor any property owned or occupied by the Group.

	FY26	FY25
	£m	£m
Assets with a quoted market value in an active market:
Cash and other Domestic	0.4	–
	0.4	–
Assets without a quoted market value in an active market:
Equities and property
Domestic	–	0.1
Foreign	–	2.0
	–	2.1
Fixed interest bonds
Unspecified	–	13.0
	–	13.0
Index linked gilts
Domestic	–	25.9
	–	25.9
Alternatives
Unspecified	0.1	0.5
	0.1	0.5
Property
Unspecified	–	–
	–	–
Insured annuities
Domestic	33.3	0.8
	33.3	0.8
Cash and other Domestic	3.2	0.1
Foreign	–	–
Unspecified	–	–
	3.2	0.1
Fair value of plan assets	37.0	42.4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

30. Pensions continued

EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS

210

DR. MARTENS PLC ANNUAL REPORT 2026

A full actuarial valuation was carried out as at 30 June 2025. The results of that valuation were received in February 2026 by a qualified

independent actuary. The principal assumptions selected by Airwair International Limited and used by the actuary to calculate the Plan’s

defined benefit obligation were:

		FY26	FY25
Discount rate		6.1%	5.7%
Inflation assumption (RPI)		3.4%	3.2%
Inflation assumption (CPI)		2.7%	2.5%
LPI pension increases subject to 5% cap		3.2%	3.1%
LPI pension increases subject to 3% cap		2.5%	2.5%
Revaluation in deferment		2.7%	2.5%
Post-retirement mortality assumption		105% (males) and 111% (females)	105% (males) and 111% (females)
		of S3PA tables, with allowance	of S3PA tables, with allowance for
		for future improvements in line	future improvements in line with the
		with the CMI_2024 core projection	CMI_2022 core projection model using
		model using a long-term rate of	0% 2020 and 2021 weight parameters,
		improvement of 1.0% p.a., an initial	a 15% 2022 weight parameter, a
		addition of 0.2% and a half-life of 1.0	long-term rate of improvement of 1.0%
			p.a. and an initial addition of 0.2%
Tax free cash		Members are assumed to take 75%	Members are assumed to take 50% of
		of the maximum tax free cash	the maximum tax free cash possible
Proportion married at retirement or earlier death		Deferred members: 70% of male	80% of male members and 65% of
		members and 80% of female	female members are assumed to be
		members are assumed to	married at retirement or earlier death
		be married at 30 June 2025.
		Pensioner members: 80% of male
		members and 60% of female
		members are assumed to be
		married at 30 June 2025
Age difference		Deferred members: Males 1.5 years	Males three years older than
		older than dependant, females	dependant, females one year
		1.5 years younger than dependant	younger than dependant
		Pensioner members: Males
		2.5 years older than dependant,
		females 3 years younger
		than dependant
Assumed life expectancies on retirement at age 65 are:
Retiring today:	Male	21.5	21.1
	Female	23.4	23.3
Retiring in 20 years’ time:	Male	22.4	22.2
	Female	24.5	24.4

The key sensitivities of the defined benefit obligation to the actuarial assumptions are shown below:

	FY26	FY25
	£m	£m
Discount rate
Plus 0.5%	(1.6)	(1.7)
Minus 0.5%	1.7	1.9
Plus 1.0%	(3.2)	(3.2)
Minus 1.0%	3.8	3.9
Rate of inflation
Plus 0.5%	1.4	1.4
Minus 0.5%	(1.3)	(1.5)
Life expectancy
Plus 1.0 year	1.2	1.4
Minus 1.0 year	(1.2)	(1.4)

30. Pensions continued

EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS CONTINUED

FINANCIAL STATEMENTS

211

DR. MARTENS PLC ANNUAL REPORT 2026

The sensitivity illustrations set out above are approximate. They show the likely effect of an assumption being adjusted while all other

assumptions remain the same. Only the impact on the liability value (i.e. the defined benefit obligation) is considered – in particular:

+ no allowance is made for any changes to the value of the Plan’s invested assets in scenarios where interest rates or market inflation

expectations change; and

+ no allowance is made for changes in the value of the annuity policies held by the Plan, which is calculated using the same actuarial

assumptions as for the Plan’s defined benefit obligation.

Such changes to the asset values would be likely to partially offset the changes in the defined benefit obligation.

31. Contingent assets

As an importer of record to the US, the Group paid IEEPA-related US tariffs via its customs broker during the reporting period. In February

2026 however, the US Supreme Court clarified the legal foundation for tariffs, constraining the executive branch’s ability to rely on IEEPA

as a stand-alone basis for tariff authority. The ruling declared existing IEEPA tariffs to be unlawful. Subsequently, in March 2026 the US

Court of International Trade (‘CIT’) ruled that the IEEPA tariffs were to be refunded for unliquidated entries, and liquidated entries for which

liquidation was not final. At the time of the CIT ruling all IEEPA-related US tariffs charged to the Group were unliquidated

During the period, the Group paid £9.9m in IEEPA-related US tariffs affected by both the Supreme Court and CIT rulings. Whilst the Group

expects to make a claim for the full amount paid, as at the reporting date the expectation for a recovery does not meet the virtually certain

threshold required for asset recognition.

32. Related party transactions

Transactions between the Company and its wholly owned subsidiaries, which are related parties of the Company, have been eliminated

on consolidation and are not disclosed in this note. A list of investments in subsidiary undertakings can be found in note 14 to the Parent

Company financial statements.

	FY26	FY25
	£000	£000
GFM GmbH Trademarks 1
Amounts incurred	88.3	80.0
Amounts payable by/(owed) at the period end	0.7	–

1. GFM GmbH Trademarks is related to the Group as it is an equity-accounted joint venture under joint control of the Group.

The compensation of key management (including Executive and Non-Executive Directors) for the period was as follows:

	FY26	FY25
	£m	£m
Salaries and benefits	11.3	9.1
Termination benefits	–	0.3
Pensions	0.2	0.2
LTIPs – Share-based payments	1.3	3.5

33. Post balance sheet events

In April 2026, the lending syndicate approved the Group’s request to exercise the one year extension option on both the Term Loan and the

RCF, extending the maturity of these facilities to 14 November 2028, effective from 1 May 2026. On 30 March 2026, the Group also cancelled

£26.5m of commitments under the RCF, thereby reducing the total size of the facility to £100.0m. All other terms remain unchanged.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

30. Pensions continued

EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS CONTINUED

212

DR. MARTENS PLC ANNUAL REPORT 2026

Parent

Company

Statements

214–222

214 Parent Company Balance Sheet

215 Parent Company Statement of Changes in Equity

216 Notes to the Parent Company Financial Statements

213

DR. MARTENS PLC ANNUAL REPORT 2026

FINANCIAL STATEMENTS

PARENT COMPANY BALANCE SHEET

AS AT 29 MARCH 2026

Company registration number 12960219

Note

FY26

£m

FY25

£m

Fixed assets

Investments 6 1,119.3 1,413.4

1,119.3 1,413.4

Current assets

Debtors 7 11.0 6.2

Cash and cash equivalents 8 – –

11.0 6.2

Total assets 1,130.3 1,419.6

Current liabilities

Trade and other payables 9 (1.7) (2.1)

Total liabilities (1.7) (2.1)

Net assets 1,128.6 1,417.5

Equity

Ordinary share capital 10 9.7 9.6

Treasury shares 11 (6.7) –

Capital redemption reserve 12 0.4 0.4

Retained earnings 12 1,125.2 1,407.5

Total equity 1,128.6 1,417.5

As permitted by section 408 of the Companies Act 2006, the Company’s Statement of Profit or Loss has not been included in these

financial statements.

The Company generated a loss for the period ended 29 March 2026 of £262.9m (period ended 30 March 2025: £4.4m profit).

The notes on pages 216 to 222 are an integral part of these financial statements.

The financial statements on pages 214 to 222 were approved and authorised by the Board of Directors on 19 May 2026 and signed

on its behalf by:

IJE NWOKORIE GILES WILSON

Chief Executive Officer Chief Financial Officer

214

DR. MARTENS PLC ANNUAL REPORT 2026

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE 52 WEEKS ENDED 29 MARCH 2026

Note

Ordinary

share capital

£m

Treasury

£m

Capital

redemption

reserve

£m

Retained

earnings

£m

Total equity

£m

At 1 April 2024 9.6 – 0.4 1,405.4 1,415.4

Profit for the period – – – 4.4 4.4

Total comprehensive income for the period – – – 4.4 4.4

Dividends paid 5 – – – (9.5) (9.5)

Shares issued 10 – – – – –

Share-based payments – – – 7. 2 7. 2

At 30 March 2025 9.6 – 0.4 1,407.5 1,417.5

Loss for the period – – – (262.9) (262.9)

Total comprehensive loss for the period – – – (262.9) (262.9)

Dividends paid 5 – – – (24.6) (24.6)

Shares issued 10 0.1 – – – 0.1

Purchase of own shares held by employee trust 11 – (6.7) – – (6.7)

Share-based payments – – – 5.2 5.2

At 29 March 2026 9.7 (6.7) 0.4 1,125.2 1,128.6

The notes on pages 216 to 222 form part of these financial statements.

FINANCIAL STATEMENTS

215

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026

1. General information

Dr. Martens plc (the ‘Company’) is a public company limited by shares incorporated in the United Kingdom, and registered and domiciled

in England and Wales, whose shares are traded on the London Stock Exchange. The Company’s registered office is: 28 Jamestown Road,

Camden, London NW1 7BY. The principal activity of the Company and its subsidiaries (together referred to as the ‘Group’) is the design,

development, procurement, marketing, selling and distribution of footwear under the Dr. Martens brand.

2. Accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been

consistently applied to the periods presented, unless otherwise stated. Amounts are presented in GBP and to the nearest million pounds

(to one decimal place) unless otherwise noted.

BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the Companies Act 2006 and Financial Reporting

Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’). The financial statements have been prepared on a going concern basis under

the historical cost convention. FRS 101 enables the financial statements of the Company to be prepared in accordance with IFRS but with

certain disclosure exemptions. The main areas of reduced disclosure are in respect of equity-settled share-based payments, financial

instruments, the Statement of Cash Flows, and related party transactions with Group companies. The accounting policies adopted for

the Company are otherwise consistent with those used for the Group which are set out on pages 167 to 178. As permitted by Section 408

of the Companies Act 2006, the Statement of Profit or Loss of the Company is not presented as part of the financial statements.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires

management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree

of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in the

significant judgements and estimates section.

FINANCIAL CALENDAR

The FY26 period began on 31 March 2025, and the Company Financial Statements report the 52 weeks ended 29 March 2026. The retail

calendar will report a 52-week year, split into monthly 5-4-4 Monday to Sunday week formats. A 53-week year will be reported approximately

every six years to avoid the retail calendar deviating by more than seven days from the calendar year and the accounting reference date

of 31 March.

FINANCIALREPORTINGSTANDARD101–REDUCEDDISCLOSUREEXEMPTIONS

This basis of preparation has enabled the Company to take advantage of the applicable disclosure exemptions permitted by FRS 101

in the financial statements. The following disclosures have not been provided as permitted by FRS 101:

+ a cash flow statement and related notes;

+ disclosures in respect of transactions with wholly owned subsidiaries;

+ disclosures in respect of capital management;

+ the effects of new but not yet effective IFRS;

+ disclosures in respect of the compensation of key management personnel as required; and

+ statement of compliance with all IFRS.

The Company has also taken the exemption under FRS 101 available in respect of the requirements of paragraphs 45(b) and 46 to 52

of IFRS 2 (Share-based Payment) in respect of Group equity-settled share-based payments as the Consolidated Financial Statements

of the Group include the equivalent disclosures.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The ability of the Company to continue as a going concern is

contingent on the ongoing viability of the Group. The Directors have considered the business activities, as well as the principal risks, the

other matters discussed in connection with the Viability Statement, and uncertainties faced by the business. Based on this information,

and the Group’s trading and cash flow forecasts, the Directors are satisfied that the Group will maintain an adequate level of resources

to be able to operate during the period under review. Refer to note 2.1 of the Consolidated Financial Statements for further information.

DISTRIBUTABLE RESERVES

When making a distribution to shareholders, the Directors determine the profits available for distribution by reference to guidance on

realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales.

INVESTMENTS

Investments are stated at cost less any provision for impairment.

SHARE-BASED PAYMENTS

The Company provides benefits to employees in the form of share-based payment transactions, whereby employees render services as

consideration in exchange for equity instruments (‘equity-settled transactions’). Refer to note 27 of the Consolidated Financial Statements

for further information.

216

DR. MARTENS PLC ANNUAL REPORT 2026

DIVIDENDS

Final dividends are recorded in the financial statements in the period in which they are approved by the Company’s shareholders.

Interim dividends are recorded in the period in which they are paid.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The following judgement has had the most significant effect on amounts recognised in the financial statements:

CARRYING VALUE OF INVESTMENTS

The Company assesses at each reporting date whether there is an indication that its investment may be impaired. If any indication exists,

the Company estimates the investment’s recoverable amount. The investment’s recoverable amount is the higher of its fair value less costs

of disposal and its value in use. An impairment is present if the recoverable amount is less than the carrying value of the asset. In assessing

an investment’s recoverable amount using a value in use calculation, 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 future cash flows are then extended into

perpetuity using long-term growth rates.

UK REGISTERED SUBSIDIARIES EXEMPT FROM AUDIT

The following UK subsidiaries are exempt from the Companies Act 2006 requirements relating to the audit of their financial statements

by virtue of section 479A of the Companies Act. All undertakings are wholly owned subsidiaries of the Company and are included in the

Consolidated Financial Statements for the period ended 29 March 2026.

Nature of investment

Name Country of registration Direct Indirect

Airwair Property Limited United Kingdom 100%

Ampdebtco Limited United Kingdom 100%

Dr Martens Airwair Group Limited United Kingdom 100%

Airwair International Limited United Kingdom 100%

Dr Martens Airwair Wholesale Limited United Kingdom 100%

Airwair Limited United Kingdom 100%

Airwair (1994) Limited United Kingdom 100%

Airwair (1996) Limited United Kingdom 100%

The Company provides a guarantee for the debts and liabilities of the UK subsidiary undertakings as at 29 March 2026.

3. Staff costs

Other than the Directors, the Company had no employees during the period (FY25: none). Details of Directors’ remuneration can be found

in the Remuneration Report on pages 120 to 135 of the Annual Report.

4. Auditors’ remuneration

The Company has incurred audit fees of £23,587 (FY25: £22,680) for the period.

5. Dividends

Details in respect of dividends proposed and paid during the period by the Company are included in note 11 to the Consolidated

Financial Statements.

6. Investments

FY26

£m

FY25

£m

At 31 March 2025 and 1 April 2024 1,413.4 1,413.4

Impairment (294.1) –

At 29 March 2026 and 30 March 2025 1,119.3 1,413.4

2. Accounting policies continued

FINANCIAL STATEMENTS

217

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

INVESTMENT IMPAIRMENT ASSESSMENT

The Company’s investment is a non-financial asset and required to be reviewed for impairment indicators each period end date. If an

indicator of impairment exists, the asset is required to be tested for impairment by estimating its recoverable amount. An asset’s recoverable

amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the recoverable amount is less

than the carrying value of the asset.

An appropriate check to begin with per IAS 36 is assessing whether the carrying amount of the Company’s net assets is higher than

the market capitalisation. Management has reviewed the share price at the end of the financial period and the average share price over a

variety of preceding time periods to examine the average market capitalisation for comparison to Dr. Martens plc’s net assets. It is relevant

to consider the volatility of the share price over recent years when interpreting a company’s market capitalisation. Where there is volatility,

taking a point in time measure may be misleading, as market sentiment fluctuations can result in significant point in time changes that are

notnecessarilyreflectiveofthetruevalueofabusiness.ItisalsonotedthatstockmarketmovementsrecentlyarenotuniquetoDr.Martens

only, and significant macroeconomic and geopolitical events have impacted many companies, again potentially inaccurately reflecting

the true value of the business. Dr. Martens plc’s net assets exceed the market capitalisation, therefore showing a potential indicator of

impairment but not necessarily concluding that the investment was impaired. As this review showed a potential impairment indicator,

management decided to run a test for impairment.

IMPAIRMENT TEST RESULTS

The investment’s recoverable amount based on the value in use calculations using published external market growth rates was deemed

to be less than it’s carrying amount by £294.1m. As a result, an impairment loss of £294.1m was recognised.

JUDGEMENTS, ASSUMPTIONS AND ESTIMATES

In previous periods, the value in use was calculated by discounting management’s cash flow projections for the investment impairment.

Management used the financial projections reviewed by the Board covering a five-year period (pre-perpetuity). The forecasts were based

on annual budgets and strategic projections representing the best estimate of future performance.

This period, in determining value in use, management applied growth assumptions that are consistent with published external market

data (‘market growth plan’). The external growth assumptions have been applied from the FY27 Board approved budget year onwards, and

estimatescashflowsfortheyearsFY28toFY31ExternalgrowthassumptionshavebeenappliedasfollowingaperiodofstabilisationinFY26,

theglobaleconomyinFY27remainsuncertain,withgrowthexpectedtobemodestandunevenacrossmarkets.Keyfactorsinfluencingthe

outlookinclude;geopoliticalandpoliticaluncertainty,inflationandinterestrates,cost-of-livingcrisisandclimate-relatedrisks.

The FY27 Budget period cash flows are consistent with those used to review going concern and viability, however, they are required by IAS

36 to be adjusted for use within an impairment review to exclude new retail development to which the Group is not yet committed. The first

two months of cashflows related to FY28 going concern are based on management’s internal plan due to consistent results across both

plans during the period. The first two months of cashflows related to FY28 going concern are based on management’s internal plan due

to consistent results across this and the market growth plan during the period.

OPERATING CASH FLOWS

The main assumptions within the forecast operating cash flows use the FY27 board approved budget and apply the latest published external

market growth rates from the budget period across the three regions; Americas, EMEA and APAC. Any new retail development that has

not been committed, is excluded from the base year and future years. For the impairment test as at 29 March 2026, cash flow projections

from FY28 until the end of FY31 were considered in line with external market growth rates. Variable input costs are in line with the growth

assumptions. The levels of capital expenditure required to support each sales channel has also been considered on a no new stores basis.

In FY25, future sales were estimated to increase on a CAGR basis of 7.2% over the five-year pre-perpetuity from FY25 sales

. For the FY26

impairment assessment, the FY27 Board approved budget has been used as the base and future sales have been estimated using external

market growth rates on a CAGR basis of 4.2% over the five-year pre-perpetuity from FY26 sales. The CAGR is expected to be achievable

based on the Board-approved strategic growth reflected in the FY27 Budget year, which is reflective of the expected trading environment,

and the anticipated achievement of external market growth rates.

PRE-TAXRISKADJUSTEDDISCOUNTRATE

Future cash flows are discounted to present value using a pre-tax discount rate derived from risk-free rates based on long-term government

bonds, adjusted for risk factors such as region and market risk in the territories in which the Group operates and the time value of money.

Consistent with the 2019 IFRS IASB Staff Paper, a post-tax discount rate and post-tax cash flows are used as observable inputs, and then

the pre-tax discount rate is calculated from this to comply with the disclosure requirements under IAS 36. The pre-tax discount rate applied

for the Group is 12.9% (FY25: 12.5%). The increase from the prior period reflects the application of higher discount rates in the current

period assessment, primarily driven by increased market uncertainty and geopolitical volatility during the period.

LONG-TERMGROWTHRATE

To forecast beyond the five-year detailed cash flows into perpetuity, a long-term average growth rate has been used. The long-term growth

rate applied for the Group is 2.1% (FY25: 2.3%). The rate used includes aggregation of geographical forecasts included from industry

reports which include market data.

6. Investments continued

1. The underlying methodology used for calculating CAGR has changed in the period. FY25 CAGR has been re-presented to align with FY26 calculations.

218

DR. MARTENS PLC ANNUAL REPORT 2026

SENSITIVITY ANALYSIS

The Company has assessed that the two significant assumptions used within the value in use calculation are pre-perpetuity sales growth

and EBITDA margin, and potential changes in these have been sensitised without cost mitigation as follows:

FY26

£m

FY25

£m

Original (deficit)/headroom (294.1) 152.5

(Deficit) using a 10% decrease in forecasted sales (821.2) (516.3)

Headroom using a 10% increase in forecasted sales 243.5 816.5

(Deficit) using a 10% decrease in forecasted EBITDA (535.5) (159.1)

(Deficit)/Headroom using a 10% increase in forecasted EBITDA (52.8) 464.1

(Deficit)/Headroom using a 1% decrease in forecasted pre-tax WACC (169.5) 338.3

(Deficit) using a 1% increase in forecasted pre-tax WACC (398.0) (0.2)

(Deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA and a 1%pt

increase in pre-tax discount rate

(902.4) (616.2)

2. FY25deficithasbeenre-presentedtoincludethepre-taxdiscountrate,inlinewithFY26calculations

Sales

Sensitivities have been modelled in the table above based on a +/-10% movement in sales relative to the market growth plan, applied each

period and into perpetuity. A decrease in forecasted sales of -10% would result in an increase in the impairment loss increasing to £821.1m.

As the growth rates used within the value in use calculations are based on external market growth rates already, a decrease in sales of -10%

is considered unlikely. A decrease of -10% results in a revised CAGR over the five years pre-perpetuity from FY26 sales of 2.0% (FY25:

4.9%), and an increase of 10% results in a revised CAGR of 6.2% (FY25: 9.2%

). The reduction in forecast sales, for each of the five years

and into perpetuity, that would result in the carrying amount and the recoverable amount being equal, is an increase of 5.4% (FY25: -2.3%).

EBITDA

Sensitivities have been modelled in the table above based on a +/- 10% movement in EBITDA relative to the market growth plan, applied

each period and into perpetuity. A decrease in forecasted EBITDA of -10% would result in the impairment loss increasing to £535.5m.

The increase in forecast EBITDA, for each of the five years and into perpetuity, that would result in the carrying amount and the recoverable

amount being equal, is 12.2% (FY25: -4.9%). This would result in an EBITDA % of 21.0% (FY25: 17.8%).

WACC

Sensitivities have been modelled in the table above based on a +/- 1% movement in the pre-tax WACC rate relative to the market growth

plan, applied each period and into perpetuity. A decrease in forecasted pre-tax WACC rate of -1% would result in the impairment loss

decreasing to £169.5m. The increase in forecasted pre-tax WACC rate of +1% would result in the impairment loss increasing to £398.0m.

The forecast pre-tax WACC, for each of the five years and into perpetuity, that would result in the carrying amount and the recoverable

amount being equal, is 10.8% (FY25: 13.5%).

Additional illustration

An additional sensitivity as set out in the table above, which is not considered reasonably possible, has been included for illustrative

purposes which models a scenario where forecasted sales decline by -10%, EBITDA deteriorates by a further 10% (in addition to the

EBITDA decline from reducing forecasted sales) and the pre-tax discount rate also increases by 1%pts (FY25: 1%pt). This would result

in an increase in the impairment loss.

A list of the Company’s investments in subsidiary undertakings can be found in note 14.

7. Debtors

FY26

£m

FY25

£m

Income tax receivable – –

Social security and other taxes 0.1 –

Prepayments 0.1 0.2

Amounts owed by subsidiary undertakings

10.8 6.0

11.0 6.2

1. Amounts owed by subsidiary undertakings are non-interest-bearing trading balances and are repayable on demand.

IFRS 9 expected credit losses have been assessed as immaterial in relation to all balances.

6. Investments continued

INVESTMENT IMPAIRMENT ASSESSMENT CONTINUED

FINANCIAL STATEMENTS

219

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

8. Cash and cash equivalents

FY26

£m

FY25

£m

Cash and cash equivalents – –

9. Trade and other payables

FY26

£m

FY25

£m

Trade creditors 0.3 –

Amounts due to subsidiary undertakings

– –

Accruals and deferred income 1.4 2.1

1.7 2.1

1. Amounts due to subsidiary undertakings are non-interest-bearing trading balances and are repayable on demand.

10. Ordinary share capital

FY26

No.

FY26

£m

FY25

No.

FY25

£m

Authorised, called up and fully paid

Ordinary shares of £0.01 each 967,472,963 9.7 964,537,323 9.6

The movements in the ordinary share capital during the period ended 29 March 2026 and 30 March 2025 were as follows:

FY26

No.

FY26

£m

FY25

No.

FY25

£m

At 31 March 2025 and 1 April 2024 964,537,323 9.6 961,878,608 9.6

Shares issued 2,935,640 0.1 2,658,715 –

At 29 March 2026 and 30 March 2025 967,472,963 9.7 964,537,323 9.6

11. Treasury shares

The movements in treasury shares held by the Company during the periods ended 29 March 2026 and 30 March 2025 were as follows:

FY26

No.

FY26

£m

FY25

No.

FY25

£m

At 31 March 2025 and 1 April 2024 735,360 – 394,923 –

Purchase of shares by the Trust 10,000,000 6.7 – –

Shares issued for share schemes held in trust 283,102 – 447,685 –

Shares vested from share schemes held in trust (161,463) – (107,248) –

At 29 March 2026 and 30 March 2025 10,856,999 6.7 735,360 –

DuringtheperiodtheDr.MartensplcEmployeeBenefitTrust(EBT)wasestablished,setupforthepurposeofpurchasingandholdingshares

in the Company for subsequent transfer to employees under the terms of the Group’s share plans. During the period, the Trust purchased

10,000,000 shares (FY25: £nil) for a total cash consideration of £6.7m (FY25: £nil). The cost of the shares purchased by the EBT is recorded

withintreasuryshares,andreducestheprofitsavailablefordistributionbytheCompany.SharesheldwithintheTrusthavebeenexcluded

from the weighted average number of shares used in the calculation of earnings per share, and dividends are waived on all these shares.

220

DR. MARTENS PLC ANNUAL REPORT 2026

12. Reserves

Reserve Description and purpose

Ordinary share capital Nominal value of subscribed shares.

Treasury shares This reserve relates to shares held by SIP Trusts, and EBT.

The shares held by the SIP Trusts were issued directly to the Trusts in order to satisfy outstanding employee

share schemes and potential awards under the employee share incentive schemes. The Company issued

283,102 shares directly to the Trusts during the period and held 10,856,999 as at 29 March 2026 (30 March

2025 held: 735,360).

Shares purchased by Dr. Martens plc Employee Benefit Trust are included within treasury shares. During the

period, the trust purchased 10,000,000 shares for a cash consideration of £6.7m and held 10,000,000 as at

29 March 2026 (30 March 2025 held: nil).

Capital redemption reserve A non-distributable reserve into which amounts are transferred following the redemption or purchase of

own shares. The reserve was created in order to ensure sufficient distributable reserves were available

for the purpose of redeeming preference shares in the prior periods.

Retained earnings To recognise the profit or loss, all other net gains and losses and transactions with owners (e.g. dividends)

not recognised elsewhere, and the value of equity-settled share-based awards provided to Executive Directors

and other senior executives as part of their remuneration (refer to the Directors’ Remuneration Report on

pages 120 to 135 of the Annual Report for further details).

13. Financial commitments

As part of its participation in the Group’s financing arrangements, the Company has provided a financial guarantee in respect of borrowings

held by its subsidiary, Ampdebtco Limited. This obligation forms part of the wider Group financing structure, with the likelihood of the

guarantee being called upon considered remote.

FINANCIAL STATEMENTS

221

DR. MARTENS PLC ANNUAL REPORT 2026

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

FOR THE 52 WEEKS ENDED 29 MARCH 2026 CONTINUED

14. Subsidiary undertakings

The registered address and principal place of business of each subsidiary undertaking are shown in the footnotes below the table.

The financial performance and financial position of these undertakings have been consolidated in the Consolidated Financial Statements.

Name Country of registration

Class of share capital

held

Nature of

investment

Nature of businessDirect Indirect

Airwair (1994) Limited

1†

England and Wales Ordinary – 100% Management company

Airwair (1996) Limited

1†

England and Wales Ordinary – 100% Management company

Airwair International Limited

1†

England and Wales Ordinary – 100% Footwear retail and distribution

Airwair Limited

1†

England and Wales Ordinary – 100% Management company

Airwair Property Limited

1†

England and Wales Ordinary – 100% Property investment

Ampdebtco Limited

2†

England and Wales Ordinary 100% – Management company

DM Airwair Germany GmbH

Germany Ordinary – 100% Footwear retail and distribution

DM Airwair Sweden AB

Sweden Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair (Ireland) Limited

Republic of Ireland Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Austria GmbH

Austria Ordinary – 100% Footwear retail and distribution

Dr Martens Airwair Belgium SA

Belgium Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Canada Inc.

Canada Capital of no par value – 100% Footwear retail and distribution

Dr Martens Airwair France SAS

France Ordinary – 100% Footwear retail and distribution

Dr Martens Airwair Group Limited

1†

England and Wales Ordinary – 100% Management company

Dr. Martens Airwair Hong Kong Limited

Hong Kong SAR Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair India Global Capability

Centre Private Limited

India Ordinary – 100% Technology

Dr. Martens Airwair Japan K.K.

Japan Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Korea Limited

Korea Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Spain S.L.U.

Spain Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair USA LLC

USA Capital of no par value – 100% Footwear retail and distribution

Dr Martens Airwair Wholesale Limited

1†

England and Wales Ordinary – 100% Footwear retail and distribution

Dr Martens Airwair Italy S.R.L.

Italy Ordinary – 100% Footwear retail and distribution

Dr Martens Airwair Netherlands B.V.

Netherlands Ordinary – 100% Footwear retail and distribution

GFM GmbH Trademarks

Germany Ordinary – 50% Trademark registration

Shanghai Airwair Trading Limited*

China Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Poland Z.o.o.

Poland Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Denmark ApS

Denmark Ordinary – 100% Footwear retail and distribution

Dr. Martens Airwair Vietnam Company Limited

Vietnam Ordinary – 100% Footwear retail and distribution

Dr Martens Airwair Limited

England and Wales Ordinary – 100% Non-trading

Dr.MartensSports&LeisureLimited

England and Wales Ordinary – 100% Dormant

Dr. Martens Airwair Singapore PTE Ltd

Singapore Ordinary – 100% Non-trading

DrMartensAirwair&Co.Limited

England and Wales Ordinary – 100% Dormant

Dr. Martens Dept. Store Limited

England and Wales Ordinary – 100% Dormant

* Thefinancialyearofthisentityendson31Decemberinlinewithlocalrequirements.

† ThisentityisexemptfromtheCompaniesAct2006requirementsrelatingtotheauditoftheirfinancialstatementsbyvirtueofsection479AoftheCompaniesAct.

1. Cobbs Lane, Wollaston, Northamptonshire, England, NN29 7SW.

2. 28 Jamestown Road, Camden, London, England, NW1 7BY.

3. 16192 Coastal Hwy, Lewes, Delaware 19958, United States.

4. Unit 2306-11, 23F, Sun Life Tower, The Gateway Tower 5, Harbour City, 15 Canton Road, Tsim Sha Tsui, Hong Kong.

5. J Block, 1st Floor, Outer, Ring Rd, Manyata Embassy, Arabic College, Bangalore, Bangalore North, Karnataka, India, 560045.

6. 14/F, Room 1, 2, SB Tower, 318 Dosan-daero, Gangnam-gu, Seoul, Republic of Korea.

7. 5-2-28 Jingumae, Shibuya, Tokyo, Japan 150-0001.

8. BotanicTower–6thfloor,BoulevardSaint-Lazare,4-10,1210Brussels,Belgium.

9. 5, Cité Trévise 75009 Paris, France.

10. Herikerbergweg 238, Luna Arena, 1101 CM Amsterdam, Netherlands.

11. Seeshaupt, Landkreis Weilheim-Schongau, Germany. Note: this entity is equity accounted not consolidated.

12. TMF Group Ground Floor, Two Dockland Central, Guild St, North Dock, Dublin, Republic of Ireland, D01 K2C5.

13. Wagnerstr. 1A, 40212 Düsseldorf, Germany.

14. Blekingegatan 48, 11662 Stockholm, Sweden.

15. Via Morimondo 26–20143 Milano, Italy.

16. Room 1610-11, 1612, Level 16, Tower A, THREE ITC, No. 183 Hongqiao Road, Xuhui, Shanghai, China.

17. C/Principe de Vergara, 112 4A Planta 28002, Madrid, Spain.

18. 77 Robinson Road, 13-00 Robinson 77, Singapore 068896.

19. C/O TMF Canada Inc. 1 University Ave, 3rd Floor, Toronto, Ontario M5J 2P1, Canada.

20.Rondo,Daszyńskiego2B,00-843Warsaw,Poland.

21. H.C. Andersens Boulevard 38, 3. Th, 1553, København, 1553 Langebro, Denmark.

22. Teinfaltstraße 8/4, 1010 Vienna, Austria.

23. Unit 1402, Level 14, Friendship Tower, No. 31, Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam.

222

DR. MARTENS PLC ANNUAL REPORT 2026

224 Five-year financial summary (unaudited)

226 First half/second half analysis (unaudited)

227 Glossary and Alternative Performance Measures (APMs)

230 Shareholder information

IBC Company information

Additional

information

224–230

ADDITIONAL INFORMATION

223

DR. MARTENS PLC ANNUAL REPORT 2026

ADDITIONAL INFORMATION

FIVE-YEAR FINANCIAL SUMMARY (UNAUDITED)

FOR THE 52 WEEKS ENDED 29 MARCH 2026

FY26

£m

FY25

£m

FY24

£m

FY23

£m

FY22

£m

Revenue:

Ecommerce 244.4 268.3 276.3 279.0 262.4

Retail 236.8 242.4 256.8 241.7 185.6

DTC 481.2 510.7 533.1 520.7 448.0

Wholesale

283.7 276.9 344.0 479.6 460.3

764.9 787.6 877.1 1,000.3 908.3

Gross profit 506.0 511.7 575.2 618.1 578.8

Selling and administrative expenses (449.0) (474.7) (453.0) (441.9) (349.5)

EBIT

1,5,6

57.0 37.0 122.2 176.2 229.3

Adjusted EBIT

1,5

79.3 60.7 126.4 190.8 226.2

Profit before tax

32.7 8.8 93.0 159.4 214.3

Adjusted profit before tax

55.0 34.1 97.2 174.0 211.2

Tax expense (8.9) (4.3) (23.8) (30.5) (33.1)

Profit after tax 23.8 4.5 69.2 128.9 181.2

Earnings per share

Basic 2.5p 0.5p 7.0p 12.9p 18.1p

Diluted 2.4p 0.5p 7.0p 12.9p 18.1p

Adjusted earnings per share

Basic 4.2p 2.4p 7.4p 14.0p 17.9p

Diluted 4.1p 2.4p 7.3p 14.0p 17.8p

Key statistics:

Pairs sold (m) 10.2 10.5 11.5 13.8 14.1

No. of stores

240 239 239 204 158

DTC mix % 62.9% 64.8% 60.8% 52.1% 49.3%

Gross margin %

66.2% 65.0% 65.6% 61.8% 63.7%

EBIT %

1,5,6

7.5% 4.7% 13.9% 17.6% 25.2%

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Post-adjusting items.

3. Own stores on streets and malls operated under arm’s length leasehold arrangements.

4. Wholesale revenue including distributor customers.

5. In previous periods EBITDA was presented. From FY25 this was replaced with EBIT as it is considered a more relevant performance measure for the business and earlier periods

have been re-presented. Refer to the Glossary on pages 227 to 229 for further explanation of the change.

6. Total EBIT margins are inclusive of support costs.

224

DR. MARTENS PLC ANNUAL REPORT 2026

FY26

£m

FY25

£m

FY24

£m

FY23

£m

FY22

£m

Revenue by region:

EMEA 377.5 384.2 431.8 443.0 398.5

Americas 278.4 288.5 325.8 428.2 382.7

APAC 109.0 114.9 119.5 129.1 127.1

764.9 787.6 877.1 1,000.3 908.3

Revenue mix:

EMEA % 49.3% 48.8% 49.2% 44.3% 43.9%

Americas % 36.4% 36.6% 37.1% 42.8% 42.1%

APAC % 14.3% 14.6% 13.7% 12.9% 14.0%

EBIT

1,2,3

by region:

EMEA 78.7 74.4 109.7 120.7 127.1

Americas 25.0 9.4 41.7 80.7 109.6

APAC 17.2 15.0 22.1 25.5 26.8

Group support costs (63.9) (61.8) (51.3) (50.7) (34.2)

57.0 37.0 122.2 176.2 229.3

EBIT %

1,2,3

by region:

EMEA 20.8% 19.4% 25.4% 27.2% 31.9%

Americas 9.0% 3.3% 12.8% 18.8% 28.6%

APAC 15.8% 13.1% 18.5% 19.8% 21.1%

7.5% 4.7% 13.9% 17.6% 25.2%

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. In previous periods EBITDA was presented. From FY25,this was replaced with EBIT as it is considered a more relevant performance measure for the business and earlier periods

have been re-presented. Refer to the Glossary on pages 227 to 229 for further explanation of the change.

3. Total EBIT margins are inclusive of support costs.

ADDITIONAL INFORMATION

225

DR. MARTENS PLC ANNUAL REPORT 2026

FIRST HALF/SECOND HALF ANALYSIS (UNAUDITED)

FOR THE 52 WEEKS ENDED 29 MARCH 2026

H1 H2 FY

Unaudited

FY26

£m

Unaudited

FY25

£m

Variance

Unaudited

FY26

£m

Unaudited

FY25

£m

Variance

Audited

FY26

£m

Audited

FY25

£m

Variance

Revenue by channel:

Ecommerce 81.3 87.7 -7.3% 163.1 180.6 -9.7% 244.4 268.3 -8.9%

Retail 98.2 95.3 3.0% 138.6 147.1 -5.8% 236.8 242.4 -2.3%

DTC 179.5 183.0 -1.9% 301.7 327.7 -7.9% 481.2 510.7 -5.8%

Wholesale

142.5 141.6 0.6% 141.2 135.3 4.4% 283.7 276.9 2.5%

322.0 324.6 -0.8% 442.9 463.0 -4.3% 764.9 787.6 -2.9%

Gross margin 210.3 207.7 1.3% 295.7 304.0 -2.7% 506.0 511.7 -1.1%

EBIT

1, 5

1.5 (15.1) na 55.5 52.1 6.5% 57.0 37.0 54.1%

Adjusted EBIT

1, 5

3.1 (3.0) na 76.2 63.7 19.6% 79.3 60.7 30.6%

(Loss)/profit before tax

(11.0) (28.7) 61.7% 43.7 37.5 16.5% 32.7 8.8 na

Adjusted (loss)/profit before tax

(9.4) (16.6) 43.4% 64.4 50.7 27.0% 55.0 34.1 61.3%

Tax credit/(expense) 1.0 7. 9 -87.3% (9.9) (12.2) -18.9% (8.9) (4.3) na

(Loss)/profit after tax (10.0) (20.8) 51.9% 33.8 25.3 33.6% 23.8 4.5 na

(Loss)/earnings per share

Basic (1.0p) (2.2p) 54.5% 3.3p 2.7p 22.2% 2.5p 0.5p na

Diluted (1.0p) (2.2p) 54.5% 3.2p 2.7p 18.5% 2.4p 0.5p na

Adjusted (loss)/earnings per share

Basic (0.9p) (1.2p) 25.0% 5.1p 3.6p 41.7% 4.2p 2.4p 75.0%

Diluted (0.9p) (1.2p) 25.0% 5.0p 3.6p 38.9% 4.1p 2.4p 70.8%

Key statistics:

Pairs sold (m) 4.7 4.6 1.4% 5.5 5.9 -6.8% 10.2 10.5 -2.9%

No. of stores

244 238 2.5% 240 239 0.4% 240 239 0.4%

DTC mix % 55.7% 56.4% -0.7pts 68.1% 70.8% -2.7pts 62.9% 64.8% -1.9pts

Gross margin %

65.3% 64.0% 1.3pts 66.8% 65.7% 1.1pts 66.2% 65.0% 1.2pts

EBIT %

1, 5, 6

0.5% -4.7% 5.2pts 12.5% 11.3% 1.2pts 7.5% 4.7% 2.8pts

Revenue by region:

EMEA 158.6 162.4 -2.3% 218.9 221.8 -1.3% 377.5 384.2 -1.7%

Americas 116.8 114.7 1.8% 161.6 173.8 -7.0% 278.4 288.5 -3.5%

APAC 46.6 47.5 -1.9% 62.4 67.4 -7.4% 109.0 114.9 -5.1%

322.0 324.6 -0.8% 442.9 463.0 -4.3% 764.9 787.6 -2.9%

Revenue mix:

EMEA % 49.2% 50.0% -0.8pts 49.4% 47.9% 1.5pts 49.3% 48.8% 0.5pts

Americas % 36.3% 35.3% 1.0pts 36.5% 37.5% -1.0pts 36.4% 36.6% -0.2pts

APAC % 14.5% 14.7% -0.2pts 14.1% 14.6% -0.5pts 14.3% 14.6% -0.3pts

EBIT

1, 5

by region:

EMEA 26.8 22.4 19.6% 51.9 52.0 -0.2% 78.7 74.4 5.8%

Americas (1.2) (7.7) 84.4% 26.2 17.1 53.2% 25.0 9.4 na

APAC 4.3 2.3 87.0% 12.9 12.7 1.6% 17.2 15.0 14.7%

Support costs (28.4) (32.1) 11.5% (35.5) (29.7) 19.5% (63.9) (61.8) 3.4%

1.5 (15.1) na 55.5 52.1 6.5% 57.0 37.0 54.1%

EBIT %

1, 5, 6

EMEA 16.9% 13.8% 3.1pts 23.7% 23.4% 0.3pts 20.8% 19.4% -1.4pts

Americas -1.0% -6.7% 5.7pts 16.2% 9.8% 6.4pts 9.0% 3.3% -5.7pts

APAC 9.2% 4.8% 4.4pts 20.7% 18.8% 1.9pts 15.8% 13.1% -2.7pts

Total 0.5% -4.7% 5.2pts 12.5% 11.3% 1.2pts 7.5% 4.7% 2.8pts

1. AlternativePerformanceMeasure(APM)asdefinedintheGlossaryonpages227to229.

2. Post-adjusting items.

3. Own stores on streets and malls operated under arm’s length leasehold arrangements.

4. Wholesale revenue including distributor customers.

5. In previous periods EBITDA was presented. From FY25, this was replaced with EBIT as it is considered a more relevant performance measure for the business and earlier periods

have been re-presented. Refer to the Glossary on pages 227 to 229 for further explanation of the change.

6. Total EBIT margins are inclusive of support costs.

226

DR. MARTENS PLC ANNUAL REPORT 2026

GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (APMS)

The Group tracks a number of key performance indicators (KPIs) including Alternative Performance Measures (APMs) in managing its

business, which are not defined or specified under the requirements of IFRS because they exclude amounts that are included in, or include

amounts that are excluded from, the most directly comparable measures calculated and presented in accordance with IFRS or are

calculated using financial measures that are not calculated in accordance with IFRS.

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders

with additional helpful information on the performance of the business. These APMs are consistent with how the business performance

is planned and reported within the internal management reporting to the Board.

These APMs should be viewed as supplemental to, but not as a substitute for, measures presented in the Consolidated Financial

Statements relating to the Group, which are prepared in accordance with IFRS. The Group believes that these APMs are useful indicators

of its performance. However, they may not be comparable with similarly titled measures reported by other companies due to differences

in the way they are calculated.

During the period the Group introduced a new category of adjusting items, investment in transformation. The definition of adjusted

measures has been updated accordingly to exclude the effect of investment in transformation.

The Audit and Risk Committee has reviewed the overall presentation of APMs to ensure they have not been given undue prominence,

and that reconciliations are sufficiently clear. Further to this it has evaluated all revisions to APMs and the types and classifications of

exceptional costs.

Metric Definition Rationale APM KPI

Revenue Revenue per Financial Statements. Helps evaluate growth trends, establish budgets and

assess operational performance and efficiencies.

No Yes

Revenue by

geographical market

Revenue per the Group’s geographical segments. Helps evaluate growth trends, establish budgets and

assess operational performance and efficiencies.

No Yes

Revenue: EMEA

Revenue: Americas

Revenue: APAC

Revenue by channel Helps evaluate growth trends, establish budgets and

assess operational performance and efficiencies.

No Yes

Revenue:

ecommerce

Revenue from the Group’s ecommerce platforms.

Revenue: retail Revenue from the Group’s own stores

(including concessions).

Revenue: DTC Revenue from the Group’s direct-to-consumer (DTC)

channel (= ecommerce plus retail revenue).

Revenue: wholesale Revenue from the Group’s business-to-business

channel, revenue to wholesale customers,

distributors and franchisees.

Constant currency

basis

Constant currency applies the prior period exchange

rates to current period results to remove the impact

of FX.

Presenting results of the Group excluding foreign

exchange volatility.

Yes No

Gross margin Revenue less cost of sales (mainly raw materials

and consumables).

Helps evaluate growth trends, establish budgets and

assess operational performance and efficiencies.

No No

Revenue and cost of sales are disclosed in the

Consolidated Statement of Profit or Loss.

Gross margin % Gross margin divided by revenue. Helps evaluate growth trends, establish budgets and

assess operational performance and efficiencies.

Yes No

ADDITIONAL INFORMATION

227

DR. MARTENS PLC ANNUAL REPORT 2026

Metric Definition Rationale APM KPI

Exceptional costs Costs or incomes considered significant in nature

and/or quantum, and/or relate to activities which are

outside the ordinary course of business, and are not

reflective of operational performance, including items

such as:

+ Director joining costs

+ Cost savings related costs

+ Accelerated amortisation of fees on debt

refinancing (relates to prior period only).

+ Pension buy-in accounting charges and

associated expenses

+ IEEPA related US tariffs following the US

Supreme Court judgment

Excluding these items from profit metrics provides

readers with helpful information on the underlying

performance of the business because it aids

consistency across periods and is consistent with

how the business performance is planned by, and

reported to, the Board.

Yes No

Opex Selling and administrative expenses less

depreciation, amortisation, impairment, other

gains/losses, exceptional costs, investment in

transformation and currency gains/losses.

Opex is used to reconcile between gross margin

and EBIT.

Yes No

EBITDA Profit/loss for the period before income tax expense,

finance expense, currency gains/losses, depreciation

of right-of-use assets, depreciation, amortisation

and impairment.

EBITDA was used as a key profit measure

because it shows the results of normal, core

operations exclusive of income or charges that

are not considered to represent the underlying

operational performance. EBIT is now considered

a more relevant measure, but EBITDA continues

to be reported for bank covenant purposes.

Yes No

EBITDA % EBITDA divided by revenue. EBITDA % was used to evaluate growth trends,

establish budgets and assess operational

performance and efficiencies.

Yes No

EBIT Profit/loss for the period before net finance expense

and income tax expense.

EBIT is used as a key profit measure because

it shows the results of normal, core operations

exclusive of only income or charges that relate

to capital and tax burdens.

Yes Ye s

EBIT % EBIT divided by revenue. Used to evaluate growth trends, establish

budgets and assess operational performance

and efficiencies.

Yes Ye s

Adjusted EBIT EBIT before exceptional costs, investment

in transformation, impairment of non-financial

assets and currency gains/losses.

Used as a key profit measure because it shows

the results of normal, core operations exclusive

of income or charges that relate to capital and

tax burdens, exceptional costs, investment in

transformation, impairment of non-financial

assets and currency gains/losses. This improves

comparability between periods by eliminating the

effect of non-recurring costs and large currency

gains/losses.

Yes Ye s

Adjusted EBIT

margin

Adjusted EBIT divided by revenue. Used to evaluate growth trends, establish

budgets and assess operational performance

and efficiencies.

Yes Ye s

Operating cash flow EBITDA less change in net working capital, share-

based payment expense and capital expenditure.

Operating cash flow is used as a trading cash

generation measure because it shows the results

of normal, core operations exclusive of income

or charges that are not considered to represent

the underlying operational performance.

Yes Ye s

Operating cash flow

conversion

Operating cash flow divided by EBITDA. Used to evaluate the efficiency of a company’s

operations and its ability to employ its earnings

towards repayment of debt, capital expenditure

and working capital requirements.

Yes Ye s

Adjusted operating

cash flow conversion

Operating cash flow divided by EBITDA excluding

the impact of exceptional costs and investment in

transformation on EBITDA and working capital.

Used to evaluate the efficiency of a company’s

operations and its ability to employ its earnings

towards repayment of debt, capital expenditure

and working capital requirements, exclusive of

the impact of exceptional costs and investment

in transformation.

Yes Ye s

GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (APMS) CONTINUED

228

DR. MARTENS PLC ANNUAL REPORT 2026

Metric Definition Rationale APM KPI

Net debt Net debt is calculated by subtracting cash and cash

equivalents from bank loans (excluding unamortised

bank fees) and lease liabilities.

Used to aid the understanding of the reader of the

financial statements in respect of liabilities owed.

Yes No

Adjusted profit

before tax

Profit/loss before tax and before exceptional costs,

investment in transformation, impairment of

non-financial assets and currency gains/losses.

Helps evaluate growth trends, establish budgets

and assess operational performance and

efficiencies on an underlying basis exclusive of

exceptional costs, investment in transformation,

impairment of non-financial assets and currency

gains/losses.

Yes No

Adjusted profit

after tax

Profit/loss after tax and before exceptional costs,

investment in transformation, impairment of

non-financial assets and currency gains/losses.

Adjusted profit after tax is the denominator for the

calculation of adjusted basic and diluted earnings

per share.

Yes No

Earnings per share IFRS measure. This indicates how much money a company

makes for each share of its stock, and is a widely

used metric to estimate company value.

No Yes

Basic earnings

per share

The calculation of earnings per ordinary share is

based on earnings after tax and the weighted average

number of ordinary shares in issue during the period.

A higher EPS indicates greater value because

investors will pay more for a company’s shares if

they think the company has higher profits relative

to its share price.

No Yes

Diluted earnings

per share

Calculated by dividing the profit attributable to

ordinary equity holders of the parent by the weighted

average number of ordinary shares in issue during the

period plus the weighted average number of ordinary

shares that would have been issued on the

conversion of all dilutive potential ordinary shares into

ordinary shares.

Used to gauge the quality of EPS if all convertible

securities were exercised.

No No

Adjusted basic

earnings per share

The calculation of adjusted earnings per ordinary

share is based on profit/loss after tax excluding

exceptional costs, investment in transformation,

impairment of non-financial assets and currency

gains/losses and the weighted average number

of ordinary shares in issue during the period.

Helps evaluate basic earnings per share exclusive

of exceptional costs, investment in transformation,

impairment of non-financial assets and currency

gains/losses that are not considered to represent

the underlying operational performance.

Yes No

Adjusted diluted

earnings per share

Calculated by dividing the profit/loss after tax

attributable to ordinary equity holders of the parent

excluding exceptional costs, investment in

transformation, impairment of non-financial assets

and currency gains/losses by the weighted average

number of ordinary shares in issue during the period

plus the weighted average number of ordinary shares

that would have been issued on the conversion of all

dilutive potential ordinary shares into ordinary shares.

Helps evaluate diluted earnings per share

exclusive of exceptional costs, investment in

transformation, impairment of non-financial

assets and currency gains/losses that are

not considered to represent the underlying

operational performance.

Yes No

Ecommerce mix % Ecommerce revenue as a percentage of

total revenue.

Helps evaluate progress towards

strategic objectives.

No Yes

DTC mix % DTC revenue as a percentage of total revenue. Helps evaluate progress towards

strategic objectives.

No Yes

Payout ratio Payout ratio % is calculated as total dividend in

respect of the period divided by profit for the period.

Used to evaluate growth trends, establish

budgets and assess operational performance

and efficiencies.

No No

No. of stores Number of ‘own’ directly operated stores open

in the Group.

Helps evaluate progress towards

strategic objectives.

No Yes

Pairs Pairs of footwear sold during a period. Used to show volumes and growths in the Group. No Yes

ADDITIONAL INFORMATION

229

DR. MARTENS PLC ANNUAL REPORT 2026

SHAREHOLDER INFORMATION

SHAREHOLDERS’ ENQUIRIES

Any shareholder with enquiries relating to their shareholding

should, in the first instance, contact our registrar, Equiniti Limited,

using the telephone number or address on this page.

ELECTRONIC SHAREHOLDER COMMUNICATIONS

Shareholders can elect to receive communications by email each

time the Company distributes documents, instead of receiving paper

copies. This can be done by registering via Shareview at no extra

cost, at www.shareview.co.uk. In the event that you change your

mind or require a paper version of any document in the future, please

contact the registrar.

Access to Shareview allows shareholders to view details about

their holdings, submit a proxy vote for shareholder meetings and

notify a change of address. In addition to this, shareholders have the

opportunity to complete dividend mandates online which facilitates

the payment of dividends directly into a nominated account.

Scan QR code to visit

www.shareview.co.uk

FINANCIAL CALENDAR

Ex-dividend date for final dividend 27 August 2026

Record date for final dividend 28 August 2026

Annual General Meeting 15 July 2026

Payment date for final dividend 7 October 2026

Announcement of half-year results 12 November 2026

SHAREHOLDER SECURITY

Shareholders should be very wary of any unsolicited advice,

offers to buy shares at a discount or offers of free company

reports. These are typically from purported ‘brokers’ who target

UK shareholders with offers to sell them what often turn out to

be worthless or high-risk shares in US or UK investments. These

operations are commonly known as boiler rooms. If you receive

any unsolicited investment advice, get the correct name of

the person and organisation, and check that they are properly

authorised by the FCA before getting involved. This can be

done by visiting www.fca.org.uk/register.

If you think you have been approached by an unauthorised firm,

you should contact the FCA consumer helpline on 0800 111 6768.

More detailed information and guidance for shareholders

on how to avoid scams can be found on the FCA’s website at

www.fca.org.uk/consumers/protect-yourself/unauthorised-firms.

AGM

The AGM will be held at Dr. Martens office, 1-11 Hawley Crescent,

Camden, NW1 8NP at 9:30am on Wednesday 15 July 2026.

Shareholders can send any questions they may have for the Board,

that relate to the business of the meeting, in advance by email to

company.secretariat@drmartens.com. Questions relating to the

business of the meeting can be emailed and will be responded to in

full. We will also publish all answers to any questions submitted that

relate to the business of the meeting, together with the full voting

results for the 2026 AGM, on www.drmartensplc.com shortly after

the meeting.

WEBSITE

The investor section of Dr. Martens’ corporate website,

drmartensplc.com, contains a wide range of information

including regulatory news, results announcements, share price

information and information about our Board and Committees.

It is also possible to sign up to receive regulatory news relating

to Dr. Martens plc alerts by email at

www.drmartensplc.com/investors/regulatory-news/rns-alerts/.

OUR PRIVACY POLICY

Our privacy policy, which sets out how Dr. Martens collects

and uses personal information, can be found at

www.drmartensplc.com/privacy-policy.

ANALYSIS OF SHARE REGISTER

Ordinary shares

As at 29 March 2026, the Company had 492 registered holders of ordinary shares. Their shareholdings are analysed below:

Balance ranges

Total number

of holdings

Percentage

of holders

Total number

of shares

Percentage

issued capital

1-2,000 131 26.62% 76,636 0.01%

2,001-5,000 44 8.94% 145,169 0.02%

5,001-10,000 46 9.35% 342,506 0.04%

10,001-100,000 127 25.81% 4,832,907 0.50%

100,001-1,000,000 75 15.24% 23,440,509 2.42%

1,000,001+ 69 14.02% 938,635,236 97.02%

Totals 492 100.00% 967,472,963 100.00%

230

DR. MARTENS PLC ANNUAL REPORT 2026