Dr. Martens PLC

Annual Report (ESEF) • Jun 17, 2025

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MARTENS PLC ANNUAL REPORT FOR THE 52 WEEKS ENDED 30 MARCH 2025 STRATEGIC REPORT 02 At a glance 04 Our products 06 Business model 08 Chair’s Statement 10 Q&A with Ije and Giles 14 CEO review 16 Performance in focus 20 Strategy 22 Finance review 30 Key performance indicators 32 Stakeholder engagement and Section 172 Statement 36 Risk management and our principal risks 42 Viability assessment and going concern 44 People and Culture 48 Sustainability 81 Our TCFD disclosures 91 Non-financial and sustainability information statement GOVERNANCE 94 Chair’s introduction to governance 98 Governance at a glance 100 Board of Directors 106 Governance Report 110 Our stakeholders 114 Our culture 120 Nomination Committee Report 128 Remuneration Committee Report 131 Remuneration Report 145 Audit and Risk Committee Report 154 Directors’ Report FINANCIAL STATEMENTS 160 Independent Auditors’ Report 168 Consolidated Statement of Profit or Loss 169 Consolidated Statement of Comprehensive Income 170 Consolidated Balance Sheet 171 Consolidated Statement of Changes in Equity 172 Consolidated Statement of Cash Flows 173 Notes to the Consolidated Financial Statements 219 Parent Company Balance Sheet 220 Parent Company Statement of Changes in Equity 221 Notes to the Parent Company Financial Statements ADDITIONAL INFORMATION 228 Five-year financial summary (unaudited) 230 First half/second half analysis (unaudited) 231 Glossary and Alternative Performance Measures (APMs) 234 Shareholder information IBC Company information I am honoured to be the CEO of Dr. Martens. We have an iconic global brand, high quality products, a world class supply chain, modern technology systems, committed wholesale and distributor partners and a passionate and talented team. Our single focus in FY25 was to bring stability back to Dr. Martens. We have achieved this by returning our direct-to-consumer channel in the Americas back to growth, resetting our marketing approach to focus relentlessly on our products, delivering cost savings, and significantly strengthening our balance sheet. IJE NWOKORIE Chief Executive Officer STRATEGIC REPORT 01 DR. MARTENS PLC ANNUAL REPORT 2025 AT A GLANCE A GLOBAL BRAND ICON AMERICAS Americas revenue was down 10% constant currency (CC) 1 year-on-year, driven by wholesale, down 21% (CC), as expected. One of our key objectives for FY25 was to turn around Americas DTC performance and get it back into positive growth in H2. We achieved this with growth of 1% (CC) in H2. We took the decision to slow down store openings and focus on the current store estate. We did however open our first outlet store in Los Angeles, giving us a more efficient clearance channel in the market. £288.5m Revenue 2024: £325.8m 59 Own stores 2024: 61 EMEA EMEA revenue declined by 10% (CC) year-on-year, driven by the UK. There was a difficult consumer backdrop in EMEA, particularly in our biggest quarter, Q3, where we saw a very promotional backdrop in several markets. We continued to open stores in successful conversion markets and new markets, opening eight stores including our first stores in Sweden and Austria. £384.2m Revenue 2024: £431.8m 103 Own stores 2024: 102 APAC APAC revenue grew 1% (CC) driven by DTC, up 9% (CC) year-on-year with a good performance in Japan, China and Korea. Wholesale was down 15% (CC) as expected. We continued to invest in stores in the region, opening eight stores with the majority in Japan (five) and China (two). £114.9m Revenue 2024: £119.5m 77 Own stores 2024: 76 84 Third-party stores 2024: 70 02 DR. MARTENS PLC ANNUAL REPORT 2025 Pairs m 10.5m 2024: 11.5m Revenue £m £787.6m Constant currency 1 : £804.8m 2024: £877.1m Adjusted EBIT 2 £m £60.7m Constant currency 1 : £67.1m 2024: £126.4m Adjusted PBT 2 £m £34.1m Constant currency 1 : £40.3m 2024: £97.2m Reported PBT: £8.8m 2024: £93.0m FINANCIAL HIGHLIGHTS 1. Constant currency applies the prior period exchange rates to current period results to remove the impact of FX. More information is provided on page 231. 2. Alternative Performance Measures as defined in the Glossary on pages 231 to 233. 3. Audit results above 75% scoring for Tier 1 and above 70% for Key Tier 2, in line with Intertek Workplace Conditions Assessment scoring methodology. OPERATIONAL HIGHLIGHTS Planet Diverted 23 tonnes of leather waste from landfill using reclaimed leather Product Sold over 10,000 pre-loved pairs through our USA resale channel, ReWair Product Over 5,780 pairs kept on consumers feet for longer through our UK authorised repair service People 100% of our Tier 1 and Key Tier 2 suppliers CSR audited met our high standards 3 SUSTAINABILITY HIGHLIGHTS INVESTMENT CASE: OUR UNIQUE PROPOSITION We believe that our competitive strengths are what set us apart and position us to succeed in a rapidly changing world. 1 Iconic Global Brand with deep consumer resonance and high engagement levels. Highly democratic consumer appeal across genders and ages 2 Unique Products with a highly recognised, protected DNA and a rich archive to draw inspiration from 3 Significant Growth Opportunity We are a global brand with significant white space opportunity in our current and new markets, from both existing and new consumers Positive Americas DTC growth in H2 (1% CC) Pivoted our marketing approach to relentlessly focus on product Reduced our operating cost base, taking c.£25m of annualised cost out of the business without impacting demand-generating costs Strengthened the Balance Sheet through inventory reduction of £67.2m, driving £110.3m net debt reduction (incl. leases) and a successful refinance of the business 4 High Product Gross Margin generated through well-controlled materials management, deep manufacturing partnerships and resilience and responsiveness of operating platform 5 Highly Cash Generative with relatively low capital requirements and a resilient Balance Sheet 6 Passionate Culture focused on innovation, doing the right thing and leaving things better than we found them for the next generation STRATEGIC REPORT 03 DR. MARTENS PLC ANNUAL REPORT 2025 OUR PRODUCTS A FIT BOOTS At the core of our product offering are our iconic boots, including the 1460 8-eye boot, our first boot off the production line in 1960. Another key boot silhouette is the 2976 Chelsea boot and our boots range also encompasses boots such as the Jadon, Bex and Sinclair. 57% FY25 revenue (2024: 61%) SHOES We’ve delivered strong growth in our shoes category over recent years. Our bestselling silhouettes are the 1461 3-eye shoe and the Adrian tassel loafer. We’ve also seen good success with new franchises/families such as the Buzz and Lowell. 26% FY25 revenue (2024: 22%) 04 DR. MARTENS PLC ANNUAL REPORT 2025 FOR ALL SANDALS Sandals has increased as a percentage of our product mix in recent years and continues to have a significant growth opportunity ahead. Our sandals range includes our best-selling Blaire and Gryphon silhouettes and also includes our fast-growing mules range, led by the Zebzag. 12% FY25 revenue (2024: 12%) BAGS & OTHER Our bag range today is focused on key silhouettes of leather bags such as the Kiev backpack, the heart-shaped bag and our newer weekender bag. This category also includes socks, laces and shoecare. 5% FY25 revenue (2024: 5%) STRATEGIC REPORT 05 DR. MARTENS PLC ANNUAL REPORT 2025 H I G H L Y E N G A G E D A U D I E N C E H I G H L Y M O T I V A T E D P E O P L E L E A V E T H I N G S B E T T E R T H A N W E F O U N D T H E M BUSINESS MODEL MOVING FORWARD WITH PURPOSE CORE COMMERCIAL ACTIVITIES OUR FOUNDATIONS People Our 2,348 passionate and dedicated people are the core building block of our long-term success Brand Our iconic, global brand together with our high quality, unique product is the equity that drives sustainable, long-term growth Consumers We are proud to have a diverse global consumer base, who have deep emotional connection to the brand DESIGNING Based on our deeply entrenched and unique Originals DNA, our product designers operate at the forefront of trends, designing ranges for sale up to two years into the future PROTECTING The intellectual property (IP) of our core DNA is protected by our passionate and highly talented IP team MANUFACTURING During FY25, we manufactured our products in nine countries with the majority manufactured in Vietnam and our Made In England range and most collaborations made in our Cobbs Lane factory in Wollaston, England MARKETING Our global, regional and local marketing campaigns aim to grow brand awareness and drive product demand and reach across all channels SELLING We segment our selling by both channel – ecommerce, retail and wholesale – and by region – EMEA, Americas and APAC 06 DR. MARTENS PLC ANNUAL REPORT 2025 At Dr. Martens, we do the right thing for the long term. This means focusing on creating long-term, sustainable value for our stakeholders. WHAT WE DO Dr. Martens is an iconic, global footwear brand. We make boots, shoes, sandals and bags, which we sell through our DTC channel via our ecommerce platforms and our stores, and through our business-to-business channel via both wholesalers and distributors. Read more page 02 GLOBAL REVENUE CHANNELS WHO WE CREATE VALUE FOR Ecommerce Our single most important store is our own .com website, which covers the majority of our markets. In FY25, ecommerce generated 34% of revenue. Retail We operate 239 own stores globally and they provide the opportunity to showcase our brand and products in the best possible physical environment. Wholesale This encompasses wholesale partner relationships, together with country distributor models and franchised stores, giving the brand extra reach and awareness. 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 Consumers Being able to buy a timeless, 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 leaving things better than we found them Partners We have strong wholesale partner relationships globally, generating both brand awareness and profit Suppliers Our long-term supplier relationships ensure consistently high product quality Financial Strong margins, high cash conversion and a robust Balance Sheet support continued investment in long-term growth STRATEGIC REPORT 07 DR. MARTENS PLC ANNUAL REPORT 2025 CHAIR’S STATEMENT FOUNDATIONS IN PLACE “This has been a period of significant change. Whilst our results are down, as expected, we achieved the four objectives we laid out at the start of FY25. In Ije and Giles we have a new and engaged management team and the new strategy they are embedding will drive sustainable growth in the years ahead.” PAUL MASON CHAIR Giles has brought renewed financial discipline to the business, particularly around costs and cash flow. We achieved the top end of our £20m-£25m cost savings guidance, with the full benefit to be felt in FY26, and opex was very tightly controlled across the business. Importantly, as I wrote in this statement last year, these cost savings have been achieved whilst protecting the brand and our future growth prospects. We have also meaningfully strengthened the Balance Sheet. We reduced inventory by £67.2m, with a further reduction guided for FY26, with net debt reducing by £110.3m incl. leases. In the autumn we also successfully refinanced the business, ahead of schedule, reducing the amount of overall debt and giving certainty for the coming years. FY25 also saw the transition of CEO, from Kenny to Ije, which was a well-planned and phased leadership transition. Initially Ije remained focused on his Chief Brand Officer (CBO) role, whilst Kenny remained as CEO. In his role as CBO, Ije spear-headed a major pivot in our marketing, from previously being centred around cultural storytelling to now being focused very firmly on our products. Ije also restructured our marketing and brand organisation, bringing in new talent and ensuring we were set up appropriately for a leading global brand. In the autumn we moved into the second phase of leadership transition, with Ije and Kenny spending significant time together handing over In last year’s statement we shared that this would be a difficult period financially, and this proved to be the case. The ongoing weakness in our Americas business, particularly wholesale, coupled with a subdued consumer backdrop in EMEA and some cost headwinds, has weighed on our profitability significantly. At a Group level, revenue declined by 8.2% CC (constant currency basis) to £804.8m. Within these results there is a mixed picture regionally, with EMEA and Americas revenues down and APAC slightly up on a CC basis. Adjusted PBT was £34.1m, impacted by lower revenues. At the start of FY25, we also outlined the four key objectives we were focused on: returning our Americas DTC business to growth in the second half, changing our marketing approach to refocus on our product, reducing our cost base by £20m-£25m and strengthening our Balance Sheet. I am pleased to report that we achieved all four of these objectives. Whilst the consumer backdrop remains challenging, and our Americas wholesale business will take time to rebuild, the business has more stable foundations than it did a year ago. GOVERNANCE This period has also been one of significant management change, and I am very confident that in Ije Nwokorie and Giles Wilson, as CEO and CFO respectively, we have the right management team to lead the business and to build the next stage of our growth. 08 DR. MARTENS PLC ANNUAL REPORT 2025 NEW STRATEGY CEO responsibilities and knowledge. Ije then became CEO on 6 January, with Kenny remaining with the business until the end of March as a resource for Ije and to ensure a successful and complete transition. On behalf of the Board, I would like to express sincere thanks to Kenny for his time, care and dedication in ensuring that this CEO transition was a successful one. During his almost seven years as CEO, Kenny oversaw significant growth in the business and transformed our capabilities. His focus on product, brand and custodianship instilled a strong culture through the organisation and we wish him all the best for the next stage of his career. Since taking over as CEO, Ije has brought a new energy and focus to the organisation. Working in partnership with Giles, Ije has undertaken a comprehensive review of our strategy and operational model. As part of the FY25 results, Ije and Giles have shared our new evolved strategy. You can read more on this on pages 20 and 21 and my thoughts on it in the box below. At the end of FY25 we also welcomed two new Non- Executive Directors to the Board, Robert Hanson and Benoit Vauchy. Robert is an experienced executive with a strong track record of delivering growth at consumer brands. He was CEO of John Hardy and American Eagle Outfitters and also served as executive vice president (EVP) Wines and Spirits for Constellation Brands. Prior to this he served for over a decade in senior roles at Levi Strauss & Co, including as President of the Americas division and, latterly, as Global Brand President, Americas. His significant experience of the North American market will be particularly valuable to the Board and business in the coming years. Benoit is a Partner at the Company’s largest investor, global investment firm Permira, where he is a member of the Investment and Executive Committees. He has served on the board of Spanish online travel company eDreams ODIGEO as a Non-Executive Director for a decade, during which time the business has undergone a significant period of transformation. Benoit has worked at Permira since 2006, and previously spent six years at JPMorgan in London and Frankfurt. Benoit’s appointment demonstrates Permira’s significant commitment to Dr. Martens and their focus on helping the business get back into growth. The appointment came after a change in the Permira relationship agreement, entitling them to appoint two Board Directors whilst their holding is over 20%. More information can be found in our Governance Report from page 92 PEOPLE Throughout FY25 our people have continued to work with dedication, tenacity and commitment. The culture of Dr. Martens is a special one, and something we continue to nurture. Our business is lucky to be full of passionate, talented people and I would like to express the Board’s gratitude to them. SUSTAINABILITY Our Sustainability Team now sits within our brand organisation, and we have a renewed focus on better communicating to our consumers the inherent strengths of our products. The brand has embodied timeless design, longevity and durability for over six decades, and we have long focused on the sustainability of how our products are made and sold. You can read more about our progress against our sustainability commitments in our Sustainability Report on page 48 onwards. DIVIDEND In the FY24 results we announced an intention to hold the FY25 dividend flat in absolute terms on FY24 and the dividend the Board is proposing for FY25 is in line with this commitment. For FY26 we will revert to our dividend policy, of a 25-35% earnings payout. Dr. Martens continues to be a highly cash generative business. I would like to close this statement with thanks to our supportive shareholders. We appreciate that the past few years have been challenging and we are firmly focused on unlocking the brand’s potential and returning the business to growth. PAUL MASON CHAIR 4 JUNE 2025 Since Permira bought the business in 2014, we have significantly invested in our systems and internal capabilities. These strengthened foundations give the new leadership team a solid platform on which to execute the new strategy. Over the past few months, Ije, Giles and the wider leadership team have undertaken a comprehensive and thorough review of the business and as part of our FY25 results we shared the new strategy. This builds on the work in FY25 stabilising the business, transitioning to the new leadership team, focusing on product led marketing and introducing the necessary financial disciplines. The Dr. Martens brand is well- known across the globe, however our revenues remain significantly below the potential of the brand. Iam confident that in Ije and Giles we have the right leadership to unlock the opportunities ahead. More information can be found on our new strategy on page 20 STRATEGIC REPORT 09 DR. MARTENS PLC ANNUAL REPORT 2025 Q&A WITH IJE AND GILES IJE NWOKORIE Chief Executive Officer GILES WILSON Chief Financial Officer 10 DR. MARTENS PLC ANNUAL REPORT 2025 Q&A What attracted you to your roles at Dr. Martens? IJE: I’ve always loved the brand since I got my first, used pair, as a student in the 90s. And in a career that has had me influence some of the world’s most iconic brands, Dr. Martens has always been the example of a brand that resonates across demographics and generations. From both personal and professional perspectives, it was incredibly attractive and the decision to join the Board at IPO was a no-brainer. Beyond that though, having sat on the Board and then served as Chief Brand Officer (CBO), I’ve got to see this brand from the inside, so I know first-hand the passion and talent of our people, the strength of the product line and the robustness of its operations. So of course, the opportunity to lead the organisation to capitalise on this platform and build the most desired premium footwear brand in the world is as exciting an opportunity as I can imagine. GILES: As I’ve said before, when I got the email about the Dr. Martens CFO role it just made me smile. It is rare that you get the opportunity to work for a brand that has such an iconic product that has so much emotional connection to so many people. The product itself has such quality and so much untapped opportunity. Add this to the key financial fundamentals, a great margin structure, strong cash generation and significant growth runway and it was a no-brainer for me. I’ve really enjoyed my first year as CFO of this business and I’m excited for the opportunities ahead. Dr. Martens has pivoted away from broad culture-based storytelling to a product-led marketing approach. How has this shift impacted consumer engagement and sales so far? IJE: Over the last few seasons, our marketing moved away from talking about our amazing products. This narrowed the consumers we were appealing to, particularly in countries where we are less well-known. The big early decision I therefore made as CBO was to shift our marketing approach to focus relentlessly on product and we have seen some great initial responses. The first campaign under the new marketing approach, ‘Ambassador’, launched in July 2024 which was a variation of our iconic products in a soft leather. We know our consumers really care about comfort and although we’ve always sold soft leather products, we’d not leant into that attribute through marketing in the past. We went big with a ‘we’ve gone soft’ campaign in stores and online and this range performed really well for us, consistently being in our top-selling products. There’s more we’ll do and say about comfort in the future. The most recent campaign was Buzz, a new shoe built off a product from our archive. We highlighted Buzz’s comfort and versatility and worked in both our DTC channels and in concert with our B2B partners to bring Buzz to the world. Sales have been fantastic, as Buzz quickly became not just our best-selling product, but a cultural phenomenon in its own right. We’re only at the start of this journey, we have some great new talent in our brand organisation and we make phenomenal products – it is just a case of telling that story to more consumers globally. The USA market has been challenging for you. What is the strategy and outlook here? GILES: The USA market has been challenging for a number of reasons including the macro environment and a weaker consumer market, especially for boots. IJE: It is also the case, however, that our USA business has more fashion-led consumers than other markets, and we’ve historically sold in too narrow a product range, particularly to our wholesale customers. That meant that we were more impacted than we should have been by the boots fashion downturn. This isn’t a quick fix, but we’re firmly focused on rebuilding our USA business in a more sustainable way. GILES: We are pleased to see that wholesale in-market inventory levels are now in a much healthier place. Going forward, we will also change our approach to USA wholesale, from its current quite transactional approach to a more strategic partnership, as we currently have in EMEA. This means working closely with wholesale partners to align on mutual aims and opportunities. This will take time to embed however it will lead to a more resilient business in the future. IJE: The good news is we’re already beginning to see results with DTC growth in the second half. And as I’ve travelled around and met with our wholesale partners, they all see Dr. Martens as key to their future and are keen to partner with us in building a strong wholesale operation in the Americas. STRATEGIC REPORT 11 DR. MARTENS PLC ANNUAL REPORT 2025 Q&A WITH IJE AND GILES CONTINUED Dr. Martens has implemented a £25m cost-action plan and has strengthened its Balance Sheet. How are you thinking about the efficiency of the business going forward? GILES: Due to the rapid growth of the business from FY19 to FY23, the cost base had grown significantly alongside revenue creating an infrastructure more suited to a bigger organisation. Because of the loss of wholesale revenue, which has very few fixed costs attached, the cost base remained too high for the size of the current business. We therefore did a review of the cost base and identified c.£25m of cost which could be removed from the business to drive efficiencies and not impact the sales operations. IJE: We moved swiftly to implement this plan without impacting demand-generating spend and these savings underpin FY26. GILES: There has also been a cultural shift internally and we now have a more cost-focused mentality as a business. IJE: Looking forward, as a leadership team we’ll continue to focus on any areas where we can drive greater efficiency – which also usually leads to quicker decisions and greater accountability and provides a basis for a lighter, more modern organisation. Why the shift in strategy? IJE: The previous strategy, which was called DOCS, was centred around capturing demand for our core products by expanding and integrating distribution. It was essentially channel-first. This strategy saw us through significant growth in revenue and raised brand awareness, but part of that came from the benefit of a growing boots category driven by a style conscious consumer. We’re now operating in a very different external environment, and the new strategy is crucially all about being consumer-first. It builds on both the significant strengths of our business as well as the work done in FY25 which stabilised the business. We previously had too narrow a focus – we primarily focused on one type of consumer, a boots-led product base and approached market growth with a DTC-first mindset. We will widen our growth levers – by more actively growing shoes, sandals and bags (as well as boots) and be more consumer-led in terms of which model we use by market – for some that will mean distributor-led, others will be DTC-led, and some a hybrid. GILES: This approach will reduce risk, improve the sustainability of future profitable growth, and improve returns. What doesn’t change is that our brand has deep consumer engagement and our product range is strong. What are the main objectives of the new strategy? IJE: Dr. Martens aspires to be the world’s most desired premium footwear brand. Premium means higher price points than the category norm, with a strong value-for- money equation – we’re not trying to be a luxury brand. The new strategy has four levers: engaging more consumers, driving more product purchase occasions, curating market-right distribution and simplifying the operating model. You can read more about our new strategy on page 20. “As with any strategy, humility is key, and we will stay close to our partners and consumers, to make sure we are fine-tuning plans and actions as the world changes around us.” IJE NWOKORIE CHIEF EXECUTIVE OFFICER More information can be found on our new strategy on page 20 OUR LEVERS FOR GROWTH Introducing our new strategy CONSUMER Engage more consumers ORGANISATION Simplify the operating model PRODUCT Drive more purchase occasions MARKETS Curate market-right distribution 12 DR. MARTENS PLC ANNUAL REPORT 2025 How will this strategy impact employees, consumers and other stakeholders? IJE: One of the key focus areas of the new strategy is around organisation, operations and culture. We have seen rapid growth, and our internal structures now aren’t all fit for purpose. We will review and simplify our operating model to speed up the business by simplifying accountability, maximising productivity and profitability, while making sure that Dr. Martens enables people to do their best work. Without our people we’d be nothing, and they remain at the heart of what we do. We want existing consumers to discover more products and more wearing occasions for Docs, and we want to reach more consumers who haven’t shopped from us before. The new strategy is consumer-first in every respect. Importantly, by being consumer-first, it will bring us into more strategic alignment with our wholesale partners and create a strong, long-term basis for us to grow together. GILES: We expect the new strategy 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. This will create value for shareholders. Giles, how do you think about capital allocation? GILES: Right now, our focus is on investing into the business to drive our strategy and continuing to reduce our net debt position. Alongside this, we are committed to a progressive dividend policy. How does this strategy position the business for long-term success? IJE: The new strategy broadens the growth opportunities for the business – by market, and adopting different models by market dependent on the consumer, landscape and maturity; across our product range; by widening our wholesale distribution; and by stretching our pricing architecture. All of these should enable the business to grow, and do so in a more sustainable way, in the years ahead. Do you see any challenges in implementing the new strategy? GILES: We have big ambitions for this brand. There is a lot that we want to do and we won’t be able to do it all at once, so we need to take time to prioritise where to invest our cash resources and so make sure we implement it in the right way. Clearly, we won’t be immune to the wider macroeconomic backdrop whilst we are implementing the new strategy, so inevitably there may be areas that evolve or new issues we’ll deal with along the way. IJE: And as with any strategy, humility is key, and we will stay close to our partners and consumers, to make sure we are fine-tuning plans and actions as the world changes around us. What are your priorities for FY26? IJE: Our focus will be on pivoting the organisation to ensure our people, plans, processes and partners are set up to deliver our consumer-first strategy. With these aims in mind, our key objectives to deliver growth for FY26 are to reduce the reliance on discounted pairs in Americas wholesale, drive pairs growth in product families such as Buzz, Zebzag and Lowell, open in new markets through a capital-light structure and simplify our operating model. STRATEGIC REPORT 13 DR. MARTENS PLC ANNUAL REPORT 2025 CEO REVIEW TIMELESS ENERGY We delivered strongly against our four FY25 objectives set out at the start of the year: we returned our Americas DTC to growth in H2; we pivoted our marketing to relentlessly focus on product, with new products such as Ambassador, Anistone, Buzz and Dunnet Flower performing very strongly for us and our partners; we delivered £25m of annualised cost savings, at the top end of our target, with the full benefit in FY26; and we strengthened our balance sheet through a significant reduction in inventory and net debt, as well as the successful refinancing of the Group. Group revenue declined by 8% CC, in line with guidance and against a challenging macroeconomic and consumer backdrop in several of our core markets. Gross margin declined by 0.6pts to 65.0% mainly driven by lower DTC revenues, together with clearance of some aged and fragmented product lines through USA wholesale channels to reduce inventory. We tightly managed both COGS and operating costs through the year, with operating costs broadly flat, even after increased demand generation spend. Adjusted PBT was £34.1m, or £40.3m on a CC basis, and PBT including adjusting items and exceptional costs was £8.8m. 14 DR. MARTENS PLC ANNUAL REPORT 2025 She has over 20 years of brand building and leadership experience. In her role as CBO she will be responsible for driving the business’ brand strategy, vision and creative direction, and will oversee its global product, marketing and sustainability divisions. She will assume her role at the start of July. Paul Zadoff joined at the start of June as Americas President. He brings 30 years of leadership experience with iconic global brands, including two decades at NIKE. Paul will be responsible for leading the experienced regional team in driving the performance, growth and profitability of the Americas business. We have made good progress implementing the strategy of our world class Supply Chain in recent years, enhancing the flexibility of our DC network, significantly improving the control over our supply chain inputs and diversifying our factory base. For AW25, our planned Tier 1 footwear sourcing is 62% Vietnam, 31% Laos, 4% Thailand, 2% Pakistan and 1% from our Made In England factory in Wollaston, UK. We continue to make good progress against our sustainability strategy. Our UK repair service, in partnership with The Boot Repair Company, continues to receive exceptionally positive feedback. We are working to expand the UK service to cover a wider range of our products, as well as actively engaging with potential repair partners in other markets as we work to expand the service to more consumers. Our US resale business, ReWair, has now been live for a year and has had strong performance with a significant proportion of purchasers being new to the brand. We have also expanded our product range made with our reclaimed leather, Genix Nappa. Finally, we took a step forward in improving the traceability of our leather supply chain, with 97% of our leather traceable in FY25. We are nearing the end of a period of significant systems investment and are increasingly focused on optimising our systems to enable growth and drive efficiency. During the year, we went live with our Customer Data Platform (CDP) in EMEA and Americas, just ahead of the peak trading period. The CDP gives us a single view of the consumer across DTC channels in both regions. It will allow us to gain deeper insights into customer behaviour, preferences and customer journeys, and enable us to deliver personalised marketing and content to our consumers. As the system gathers more data, we will see benefits building over time. The last core system to be implemented is the Supply and Demand Planning System. This is a modern system which will help us optimise inventories, maximise availability and enhance agility across our business. The system is on track to go live by the end of H1 FY26. IJE NWOKORIE CHIEF EXECUTIVE OFFICER 4 JUNE 2025 Overall, pairs were down 9%, with DTC pairs flat and wholesale pairs down 15% as expected, as our wholesale partners normalised their inventory levels. We saw a very strong performance in shoes, with DTC pairs up 15% with particular success in our bestselling Adrian Loafer, as well as in new shoe families, the Lowell and Buzz. Sandals also saw a good performance, with DTC pairs up 7%, and we continue to see a strong performance in our mules range, led by the Zebzag. Boots remained challenging, with DTC pairs down 9%, with our continuity boots weaker, as expected. This was partially offset by success in product newness, both as extensions of the core icons, for example through the Ambassador soft leather boot and through new product lines such as the Anistone biker boot. Our Bags & Other category is currently a relatively small part of our business and was down 4%, however we saw particular success with our Weekender bag (priced at £300/€320/$320) and the Top Handle bag. We will continue to innovate around bags in future. As a proportion of FY25 Group revenue, boots accounted for 57%, shoes 26%, sandals 12% and bags & other 5%. Collaborations are an important part of our product strategy and allow us to work with global brands to drive engagement and excitement with consumers. Throughout FY25 we continued to work with long-term collaboration partners such as Stussy and Supreme, and we also worked with some new partners in the year including a capsule collection with hit Netflix series Wednesday. At our FY24 results we announced that we would be implementing a cost action plan and targeted £20m-£25m of cost savings, of which the full benefit would be seen in FY26. We took swift action to identify and implement savings without impacting demand- generating spend and identified savings at the top end of our guided range of £25m, with some benefit seen in FY25 due to efficient execution. Two-thirds of the savings came from reducing people costs with the remaining from efficiencies and procurement savings. Additionally, we have instilled a culture of tight cost control across the business which will help drive further cost focus in future years. As a result of this cost action plan, we have incurred exceptional costs of £8.9m in FY25, with further detail provided in the Finance Review. In February 2025, the Group commenced a project to change and improve our global technology capabilities, through the establishment of a new Global Technology Centre (GTC) in India. This change will allow us to build on our existing platforms and expand our capabilities in a sustainable way. As a result, we have incurred £2.8m of exceptional costs. The benefits of this project will be offset by double running costs in FY26, with annualised cost benefits seen in FY27 once the GTC is fully operational. We are pleased to have recently announced the appointments of Carla Murphy as Chief Brand Officer (CBO) and Paul Zadoff as Americas President. Carla joins from adidas AG, where she served as Global Senior Vice President/General Manager for adidas Outdoor. STRATEGIC REPORT 15 DR. MARTENS PLC ANNUAL REPORT 2025 PERFORMANCE IN FOCUS DUCT In early 2024, we hired our first Chief Brand Officer to oversee the global marketing, product and strategy functions. The responsibilities of this role include setting the overall brand strategy, vision and direction. One of the first changes made under the CBO was the pivot of our marketing efforts from brand storytelling to a focus on product marketing. PRO- FY24/25 strategy look back Our strategy over the past few years including FY25 has been DOCS and the below is an update of our performance against this strategy for FY25 DTC FIRST + DTC revenue was down 2% (CC) with mix up 4%pts to 65% + Opened 17 new stores globally, predominantly in APAC and EMEA + Continued to roll out omnichannel capabilities, now live in the majority of our EMEA countries D ORGANISATIONAL AND OPERATIONAL EXCELLENCE + Progressed the implementation of our supply and demand planning system, with go live on track for the end of H1 FY26 + We executed our cost action plan swiftly, rightsizing our cost base and reaching the top of our £20m-£25m guidance. This cost reduction will benefit FY26 O CONSUMER CONNECTION + Customer data platform went live in EMEA and America at the end of 2024, giving us a single customer view through both DTC channels (retail and ecommerce) + Pivoted our marketing efforts to focus on product storytelling, driving demand for both core and newness C SUPPORT BRAND EXPANSION WITH B2B + Worked strategically with key wholesale partners to land new product families + Action taken to clear some aged and fragmented product lines through USA wholesale channels to reduce inventory S One of our key objectives for FY25 was to pivot our marketing approach from brand storytelling to a relentless focus on product. Over the last few years, we had become too focused on storytelling around culture, rather than talking about our products and so we’ve given the consumer clarity of message through this shift. Throughout FY25, we saw early signs that this pivot to product marketing was working, with encouraging sell-throughs of the products featured, for example our soft leather products, Ambassador and our Anistone biker boot. Going forward, we will continue with this marketing approach, leading with key product stories each season as well as an ‘always on’ approach to icons marketing. During FY25, we also restructured our marketing organisation globally. We created a global brand studio to enable global creative leadership and changed a number of roles and responsibilities to leverage the best of our talent globally as well as hiring some exceptional talent. As part of this Annual Report, we are introducing our new strategy which you can read about on page 20 16 DR. MARTENS PLC ANNUAL REPORT 2025 MORE THIS WAY USED FOC- “Pivoting our marketing to focus on our amazing products allows us to speak to the product attributes of comfort, style and versatility, which really matter to consumers.” ADAM MEEK CHIEF PRODUCT OFFICER STRATEGIC REPORT 17 DR. MARTENS PLC ANNUAL REPORT 2025 PERFORMANCE IN FOCUS CONTINUED Americas Throughout the period, we implemented our action plan to turn Americas DTC to growth with a focus around digital and marketing: MARKETING: + We pivoted our marketing to be product focused (read more on pages 16 and 17 about this global initiative) and we also changed our mid-upper funnel marketing tactics to focus more on paid media partnerships, influencer marketing and out-of-home, which drove new customer acquisition and consideration We did significant out-of-home marketing in New York for our main Autumn/Winter campaign ‘Boots Like No Other’, ensuring we were visible across key areas of the city. This resulted in a meaningful increase in footfall to our stores. As a result of this action plan, one of our key objectives for FY25 was to turn around our Americas DTC business and get this area back into growth in H2. We achieved this with growth of 1% (CC) in H2. We slowed down our store opening programme to focus on the current estate, however during FY25 we opened our first outlet store in the Citadel Outlets in Los Angeles. The store is performing ahead of expectations and is allowing us to sell through clearance stock at higher margin than other discounting channels. We believe there may be further outlet opportunities in the USA going forwards. AMERICAS DTC DIGITAL + We improved our product detail pages (PDPs) and optimised the customer journey which led to a double-digit improvement in site conversion 18 DR. MARTENS PLC ANNUAL REPORT 2025 INSIGHTFUL DATA CUSTOMER DATA PLATFORM One of the core systems we’ve been implementing over the past year is our customer data platform (CDP). This platform allows us to have a single view of the consumer across both direct-to-consumer (DTC) channels and will allow us to gain deeper insights into customer behaviour, preferences and customer journeys, enabling us to deliver personalised marketing/content to our consumers. The CDP went live during the year, ahead of peak, and has been gathering data on our consumers’ shopping habits. Given the nature of the platform, and how it relies on data to provide insights, the more data we have, the more powerful the platform becomes and so we will see benefits building over time. We are still in the early stages, however we’ve seen some good results so far, including an increase in conversion rate and revenue generation in the early stages of our VIP customer engagement strategy. T H E B E N E F I T S O U R C U S T O M E R D A T A P L A T F O R M I S D E L I V E R I N G Better customer insight Understanding our consumers inside out, tailoring our strategies to match their preferences Efficiency boost Automation of processes so more time is spent on strategic tasks Maximising marketing budget Target marketing efforts more effectively, spending less and getting stronger results Personalised journeys Driving trust and loyalty with consumers Making emotional connections Building an emotional bond with our consumers, driving retention, loyalty and advocacy Enhancing long- term relationships Increasing consumer satisfaction and loyalty which will increase lifetime value “Our new supply and demand planning system will transform the way we manage our supply chain, maximising availability whilst optimising inventory efficiency. I’m excited about this key milestone for our business.” GEERT PEETERS CHIEF OPERATING OFFICER SUPPLY AND DEMAND PLANNING We continue to make progress on the implementation of our supply and demand planning system. This is a modern system which will help us optimise inventories, maximise availability, particularly around sizing, and enhance agility across our business. THE BENEFITS THIS SYSTEM WILL DELIVER: 1 Working capital efficiencies 2 End-to-end view of demand, supply and inventory 3 Improved demand forecasting 4 Reduced planning lead times The system is on track to go live by the end of H1 FY26 and we will start to see benefits from FY27 onwards. As with the CDP, the supply and demand planning system will learn over time, so we will see increased benefits as the system gathers more data. Systems AMERICAS STRATEGIC REPORT 19 DR. MARTENS PLC ANNUAL REPORT 2025 STRATEGY AMBITION TO BE THE WORLD’S MOST DESIRED PREMIUM FOOTWEAR BRAND Learn more from our CEO – share in the vision and insights behind our new strategy. 20 DR. MARTENS PLC ANNUAL REPORT 2025 MARKETS Curate market-right distribution PRODUCT Drive more purchase occasions + 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 + 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 + 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 + 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 ORGANISATION Simplify the operating model CONSUMER Engage more consumers MEDIUM-TERM TARGETS WE HAVE FOUR LEVERS FOR GROWTH: 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. STRATEGIC REPORT 21 DR. MARTENS PLC ANNUAL REPORT 2025 FINANCE REVIEW A YEAR OF STABILISATION Total revenue declined 10.2% or 8.2% in constant currency (CC), driven largely by a 19.5% reduction in wholesale revenues (17.8% CC), together with a decline in DTC revenue of 4.2% (2.1% CC), all in line with our expectations and against a challenging trading backdrop. Adjusted profit before tax was £34.1m (FY24: £97.2m) and £40.3m CC. The decline was driven by the revenue reduction, with COGS and Opex 1 tightly managed. Adjusted earnings per share was 2.4p (3.1p CC), compared to adjusted earnings per share of 7.4p in FY24. 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 1 , adjusted profit before tax 1 and adjusted earnings per share 1 . 22 DR. MARTENS PLC ANNUAL REPORT 2025 measures are also presented before impairment 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 231 to 233. To aid investors’ understanding of our performance, at H1 FY25 we also introduced further disclosure in CC. Inprevious periods we referred only to % changes in revenue in CC terms. We now show absolute and % change in CC terms across the Statement of Profit or Loss and will do so going forward. The Directors consider these adjusted measures to be highly relevant as they provide a clearer view of the Group’s ongoing operational performance and align with how shareholders value the business. They also reflect how the business is managed and measured on a day-to-day basis, aid comparability between periods and more closely correlate with the cash and working capital position of the Group, by excluding the effect of significant non-cash accounting adjustments. The adjusted measures are before certain exceptional costs which include one-off director joining costs, cost savings related costs and acceleration of capitalised fees in relation to refinancing. Adjusted Results – at a glance FY25 Reported FY25 CC 1,2 FY24 Reported % change Reported % change CC 1,2 Revenue Ecommerce 268.3 273.5 276.3 -2.9% -1.0% Retail 242.4 248.4 256.8 -5.6% -3.3% DTC 510.7 521.9 533.1 -4.2% -2.1% Wholesale 3 276.9 282.9 344.0 -19.5% -17.8% 787.6 804.8 877.1 -10.2% -8.2% Gross margin 511.7 524.8 575.2 -11.0% -8.8% Opex 1 (378.4) (383.8) (377.7) 0.2% 1.6% Adjusted EBIT 1,5 60.7 67.1 126.4 Currency losses (3.1) (2.8) (4.2) Impairment of non-financial assets (4.3) (4.5) – Exceptional costs 1 (16.3) (16.4) – EBIT 1,5 37.0 43.4 122.2 Adjusted Profit before tax 1,5 34.1 40.3 97.2 Profit before tax 8.8 15.0 93.0 Profit after tax 4.5 69.2 Adjusted basic earnings per share (p) 1,5 2.4 3.1 7.4 Basic earnings per share (p) 0.5 7.0 Dividend per share (p) 2.55 2.55 Key metrics Pairs sold (m) 10.5 11.5 -8.8% No. of stores 4 239 239 DTC mix % 64.8% 64.8% 60.8% 4.0pts 4.0pts Gross margin % 65.0% 65.2% 65.6% -0.6pts -0.4pts EBIT margin % 1,5 4.7% 5.4% 13.9% -9.2pts -8.5pts 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. Constant currency applies the prior period exchange rates to current period results to remove the impact of FX. Previously, we presented this by applying current period budgeted rates to both the current and prior period. 3. Wholesale revenue including distributor customers. 4. Own stores on streets and malls operated under arm’s length leasehold arrangements. 5. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. The Group has also introduced the use of adjusted performance measures which are exclusive of the impact of exceptional costs, currency gains/losses and impairment of non-financial assets. Refer to the Glossary on pages 231 to 233 for further explanation of these changes. Prior period amounts have been updated to reflect this change. STRATEGIC REPORT 23 DR. MARTENS PLC ANNUAL REPORT 2025 FINANCE REVIEW CONTINUED latter part of H2 with Group retail revenue returning to flat year- on-year in Q4. For the full period, retail revenue was down 5.6% in EMEA, down 3.8% in Americas and grew 4.2% in APAC, all in CC. During the period we opened 17 new stores and closed 17 stores to end the period with 239 own stores. Of the 17 stores closed during the period, five were as a result of a site relocation. The remainder were spread across multiple markets and were the result of normal store portfolio management. Wholesale revenue was down 19.5% or down 17.8% CC. Americas was down 23.0% (20.9% CC), as previously guided we saw reduced ordering by wholesale customers as they right-sized their inventory levels. EMEA wholesale declined by 17.0% (down 15.6% CC), with key wholesale partners, particularly in the UK, carefully managing their inventory levels. PERFORMANCE BY REGION We have changed our segmental reporting from EBITDA to EBIT. We believe that EBIT represents a more relevant underlying earnings indicator given it includes depreciation and amortisation, including IFRS 16 lease depreciation. Regional EBIT therefore shows the results of core operations excluding only income or charges related to capital and tax costs. For comparative purposes, historical regional EBIT is disclosed on page 29. PERFORMANCE BY CHANNEL Revenue decreased by 10.2% or 8.2% CC. DTC revenue declined by 4.2% or 2.1% CC, representing 64.8% of revenue mix (FY24: 60.8%). Wholesale revenues declined by 19.5%, or 17.8% CC, in line with expectations, with the UK and USA contributing to the majority of the decline. Volume, represented by pairs sold, declined 8.8% to 10.5m pairs and DTC pairs were flat year-on-year. Wholesale pairs were down 14.8%, with the lower USA order book more than offsetting action taken to clear aged inventory via wholesale in the USA. Ecommerce revenue was down 2.9% or 1.0% CC. Growth of 9.5% in APAC (up 14.7% CC) and flat performance in Americas was offset by weaker trading in EMEA (down 6.3% CC). In EMEA we saw an improved ecommerce performance in H2, albeit remaining down year- on-year, while Americas was marginally positive in CC in both H1 and H2. Trading in both EMEA and Americas was impacted by decreased website visits in both regions, although conversion rates improved. The order management system (OMS), providing a full omnichannel offering, is now live in the majority of stores across EMEA. Retail revenue was down 5.6% or 3.3% CC. Growth in APAC was offset by challenging retail environments in EMEA and Americas, driven by weaker footfall. However, we saw an improvement in the £m FY25 FY24 % change Actual % change CC 1 Revenue: EMEA 384.2 431.8 -11.0% -9.6% Americas 288.5 325.8 -11.4% -9.7% APAC 114.9 119.5 -3.8% 0.6% 787.6 877.1 -10.2% -8.2% EBIT 1,3 : EMEA 74.4 109.7 -32.2% Americas 9.4 41.7 -77.5% APAC 15.0 22.1 -32.1% Support costs 2 (61.8) (51.3) 20.5% 37.0 122.2 -69.7% Adjusted EBIT 1,3 : EMEA 77. 3 109.7 -29.5% Americas 13.6 41.7 -67.4% APAC 16.0 22.1 -27.6% Support costs 2 (46.2) (47.1) -1.9% 60.7 126.4 -52.0% EBIT 1,3 margin by region: EMEA 19.4% 25.4% -6.0pts Americas 3.3% 12.8% -9.5pts APAC 13.1% 18.5% -5.4pts Total 4 4.7% 13.9% -9.2pts Adjusted EBIT 1,3 margin by region: EMEA 20.1% 25.4% -5.3pts Americas 4.7% 12.8% -8.1pts APAC 13.9% 18.5% -4.6pts Total 4 7.7% 14.4% -6.7pts 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 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. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. The Group has also introduced the use of adjusted performance measures which are exclusive of the impact of exceptional costs, currency gains/losses and impairment of non-financial assets. Refer to the Glossary on pages 231 to 233 for further explanation of these changes. Prior period amounts have been updated to reflect this change. 4. Total EBIT margins are inclusive of support costs. 24 DR. MARTENS PLC ANNUAL REPORT 2025 RETAIL STORE ESTATE During the period, we opened 17 (FY24: 46) new own retail stores (via arm’s length leasehold arrangements) and closed 17 stores (FY24: 11) as follows below. Five of the closures were as a result of relocations. 1 April 2024 Opened Closed 30 March 2025 EMEA: UK 35 – (1) 34 Germany 19 – (2) 17 France 17 1 – 18 Italy 12 2 – 14 Spain 6 1 (1) 6 Other 13 4 (3) 14 102 8 (7) 103 Americas: 61 1 (3) 59 APAC: Japan 43 5 (2) 46 China 9 2 (4) 7 South Korea 17 1 (1) 17 Hong Kong 7 – – 7 76 8 (7) 77 Total 239 17 (17) 239 The Group also trades from 20 (FY24: 22) concession counters in department stores in South Korea and a further 88 (FY24: 77) mono-branded franchise stores around the world with 24 in Japan (FY24: 19), 27 across Australia and New Zealand (FY24: 24) and 37 across other Southeast Asia countries and Canada (FY24: 31). We closed all three franchise stores in the Nordics in the period as we have two of our own stores in this region. ANALYSIS OF PERFORMANCE BY HALF Revenue in H2 was down 3.8% (1.8% CC) or £18.3m to £463.0m (FY24 H2: £481.3m), with EBIT down 36.4% to £52.1m (FY24 H2: £81.9m) and adjusted EBIT down 26.5% or £23.0m to £63.7m (FY24 H2: £86.7m). In all regions total revenue showed improved performance on a reported and CC basis in H2 compared to H1, with APAC achieving year-on-year growth in H2. Ecommerce revenue was down 2.4% in H1 and down 0.3% CC in H2. In retail, revenue showed improved performance in H2, driven by APAC up 2.6% (up 7.4% CC). Wholesale performance also showed an improving trend in H2, driven by Americas which was down 36.2% in H1 (34.0% CC) and down 6.1% in H2 (4.3% CC). H1 FY25 H2 FY25 Actual CC Actual CC Total Revenue -18.0% -16.1% -3.8% -1.8% Revenue: Ecommerce -4.4% -2.4% -2.2% -0.3% Retail -9.0% -6.6% -3.3% -1.0% DTC -6.8% -4.6% -2.7% -0.6% Wholesale 1 -29.0% -27.4% -6.4% -4.4% Region: EMEA -16.4% -15.5% -6.6% -4.7% Americas -22.3% -20.2% -2.4% -1.0% APAC -11.9% -6.9% 2.7% 6.7% 1. Wholesale revenue including distributor customers. EMEA Revenue declined 11.0% to £384.2m, or 9.6% CC. DTC declined by 7.4% (5.9% CC) with retail and ecommerce down 7.2% and 7.6% respectively (5.6% and 6.3% CC). DTC performance was challenging, reflecting a highly promotional competitive background, particularly in the UK, however we maintained our discipline and participated in promotions in line with our broader discounting strategy. EMEA wholesale revenue declined by 17.0% with partners carefully managing their inventory levels as expected, particularly in the UK. DTC mix grew by 2.6pts to 64.8%. During the period we opened eight new stores, one in each of France, Spain and Netherlands, two stores in Italy, together with our first stores in Sweden and Austria (two stores). We closed seven stores in the period, four of which were relocations. EMEA adjusted EBIT was £77.3m (FY24: £109.7m), driven by the revenue decline, with costs tightly managed. Americas Revenue declined 11.4% to £288.5m, or 9.7% CC. DTC revenue declined by 2.6% (1.1% CC), with broadly flat ecommerce revenues (down 0.9% reported or up 0.6% CC) offset by retail decline of 5.2% (3.8% CC) driven by weaker footfall. There was improvement in H2, with retail up 1.0% and ecommerce up 0.7% CC. Americas wholesale revenue declined 20.9% CC in line with our expectations, due to a lower orderbook as wholesale customers right-sized their inventory levels. During the period we focused on our current store estate in the USA and slowed down new store openings. We closed three stores where the street traffic had permanently declined in the location and also opened our first outlet store, giving us a more efficient clearance channel in the market. Americas adjusted EBIT was £13.6m (FY24: £41.7m) due to the decline in revenue partially offset by tight cost control. APAC Revenue declined by 3.8% to £114.9m but grew 0.6% CC. This growth in CC was driven by DTC revenues increasing 2.9% (up 8.5% CC), with DTC mix increasing by 4.7pts to 71.6%. Retail revenue declined 1.7% but increased 4.2% CC, driven by higher footfall in Japan and Korea. Ecommerce revenue was up 9.5% (14.7% CC), with a good performance in Japan and China. APAC Wholesale declined 17.5% (15.4% CC), as expected, with slower sell out and inventory management in Southeast Asia distributors as well as in Japan. We saw good revenue growth in Australia and New Zealand of 11.6%, a distributor model, with the opening of four new franchise stores. During the period we opened eight new stores, with five in Japan, two in China and one in South Korea. In Japan, in addition to the owned store openings, we opened seven new franchise stores, with a healthy pipeline of both DTC and franchise stores in this market. We closed seven own stores and seven franchise stores in APAC due to strategic decisions to invest in more profitable markets. APAC adjusted EBIT was £16.0m (FY24: £22.1m) due to deleverage as a result of the decline in revenue. Adjusted Group support costs were tightly managed, declining 1.9% to £46.2m. STRATEGIC REPORT 25 DR. MARTENS PLC ANNUAL REPORT 2025 FINANCE REVIEW CONTINUED ANALYSIS OF PERFORMANCE BY QUARTER Our DTC performance was in line with expectations. Q1 was impacted by the earlier timing of Easter, which fell in Q4 FY24 (as opposed to FY25 Q1 as is typically the case). Q2 and Q3 saw improved DTC performance compared to Q1, with Q3 growing 0.7% CC, as Autumn/ Winter (AW) newness and product-led marketing campaigns drove performance. Q4 DTC stepped back, declining 2.7% CC, as promotional activity in the wider market impacted full price trading. Wholesale also performed in line with expectations, with a lower order book in Americas, as expected, together with EMEA wholesale customers carefully managing their inventory levels. Q1 Q2 Q3 Q4 Actual CC Actual CC Actual CC Actual CC Total Revenue -17.6% -15.8% -18.2% -16.3% -2.8% 2.6% -5.0% -7.0% Revenue: Ecommerce -8.8% -7.1% -0.6% 1.6% -3.9% 2.3% 0.6% -4.4% Retail -9.7% -7.3% -8.3% -6.2% -5.4% -1.3% 0.0% -0.5% DTC -9.3% -7.2% -4.6% -2.4% -4.5% 0.7% 0.3% -2.7% Wholesale 1 -35.0% -33.9% -27.3% -25.6% 3.0% 9.4% -13.2% -13.9% Region: EMEA -13.8% -13.1% -17.5% -16.7% -4.2% 0.2% -10.0% -11.1% Americas -26.2% -25.8% -20.2% -17.2% -4.2% 2.1% -0.4% -4.2% APAC -7.7% -0.5% -15.0% -12.0% 6.4% 14.2% -1.3% -1.6% 1. Wholesale revenue including distributor customers. 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. Profit after tax is analysed in the following table from EBITDA: £m FY25 FY24 EBITDA 1 117.0 197.5 Depreciation and amortisation (72.5) (72.3) Impairment (4.3) – Other (losses)/gains (0.1) 1.2 Currency losses (3.1) (4.2) EBIT 1 37.0 122.2 Add back: exceptional costs and adjusting items 1 23.7 4.2 Adjusted EBIT 1 60.7 126.4 Net bank interest costs (21.1) (20.6) Interest on lease liabilities and unwind of provisions (7.1) (8.6) Profit before tax 8.8 93.0 Add back: exceptional costs and adjusting items 1 25.3 4.2 Adjusted profit before tax 1 34.1 97.2 Tax (4.3) (23.8) Profit after tax 4.5 69.2 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. Depreciation and amortisation charged in the period was £72.5m (FY24 £72.3m). This is analysed as follows: £m FY25 FY24 Amortisation of intangibles 1 6.1 5.8 Depreciation of property, plant and equipment 2 15.0 15.2 21.1 21.0 Depreciation of right-of-use assets 3 51.4 51.3 Total 72.5 72.3 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 3.2 years and 267 properties (FY24: 3.5 years and 263 properties). PROFITABILITY ANALYSIS Gross margin declined marginally by 0.6pts to 65.0% or by 0.4pts CC. This was partly due to action we took to clear aged inventory in the USA and responsible discounting in our global DTC channels in line with our broader discounting strategy. Opex 1 remained broadly flat, growing by 0.2%, or £0.7m, to £378.4m or up £6.1m to £383.8m CC, which included £3.6m incremental demand generation spend. Opex was very tightly controlled across the business with all investments, including demand generation, rigorously reviewed before being committed. EBITDA 1 decreased by 40.8% to £117.0m (FY24: £197.5m), due to the operational deleverage from reduced revenues, despite tight cost control. EBIT 1 decreased by 69.7% to £37.0m as a result of the decline in EBITDA together with £4.3m impairment (FY24: £nil). Impairment was charged in relation to 16 stores in FY25, mainly in EMEA and Americas, which were assessed as underperforming. Currency losses were £3.1m in the period (FY24: £4.2m loss). Adjusted EBIT decreased by 52.0% to £60.7m (FY24: £126.4m). 26 DR. MARTENS PLC ANNUAL REPORT 2025 ADJUSTING ITEMS In May 2024, the Group announced it would be undertaking a cost action plan with benefits of savings from FY26. We took swift action to identify and implement savings, which came from operational efficiency and design, better procurement and operational streamlining. We did benefit from some of these savings in FY25 and we expect annualised savings of c.£25m in FY26. In addition, 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. In FY25, the Group incurred exceptional costs of £17.9m (FY24: nil), £15.1m related to items included in our £15m guidance, primarily relating to headcount reduction costs (£8.9m), director joining costs relating to the new CEO and CFO (£4.6m) and the accelerated amortisation of fees on debt refinancing (£1.6m). An additional £2.8m was incurred in relation to establishment of the Global Technology Centre in India. Impairment of non-financial assets, in relation to 16 underperforming stores mainly in EMEA and Americas, and currency losses are presented as other adjusting items to provide a clearer view of the Group’s underlying operational performance. £m FY25 FY24 Included in selling and administrative expenses Exceptional costs 1 Director joining costs 4.6 – Cost savings related costs 11.7 – 16.3 – Other adjusting items Impairment of non-financial assets 4.3 – Currency losses 3.1 4.2 Adjustments to EBIT 1 23.7 4.2 Exceptional costs 1 Accelerated amortisation of fees on debt refinancing 1.6 – Adjustments to profit before tax 25.3 4.2 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. Tax was a charge of £4.3m (FY24: £23.8m) with an effective tax rate of 48.9% (FY24: 25.6%). The effective tax rate has significantly increased in the period due to profit before tax being comparatively lower than the previous period at £8.8m (FY24: £93.0m). This means that any tax adjustments have disproportionately impacted the effective tax rate as they are now a higher percentage of profit before tax. After adding back adjusting items of £25.3m, our adjusted effective tax rate reduces to 31.6%, higher than the UK tax rate of 25% due to the impact of profits generated outside of the UK. Earnings per share (basic) was 0.5p (FY24: 7.0p) or 2.4p on an adjusted basis. 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: FY25 pence Reported FY25 pence CC 1 FY24 pence Earnings per share Adjusted basic 1 2.4 3.1 7.4 Basic 0.5 1.1 7.0 Diluted 0.5 1.1 7.0 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 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 Statement of Profit or Loss 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 Statement of Profit or Loss, which is calculated by applying the prior period exchange rates to current period results to remove the impact of FX. Previously, we presented this by applying current period budgeted rates to both the current and prior period, but believe the new methodology provides a more relevant view of performance versus actual prior period results. 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 FY25 FY24 % FY25 FY24 % FY25 FY24 % H1 1.28 1.26 1.6% 1.18 1.16 1.7% 195 178 9.6% H2 1.27 1.26 0.8% 1.20 1.16 3.4% 194 186 4.3% FY 1.28 1.26 1.6% 1.19 1.16 2.6% 194 182 6.6% 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 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 £3.8m gain (FY24: £1.5m 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 loss of £3.1m (FY24: loss of £4.2m). This was predominantly due to the close out of derivatives used for mitigating the GBP/EUR currency risk derived from the EUR Term Loan. INTEREST The Group’s exposure to changes in interest rates relates primarily to cash investments, borrowings and IFRS 16 lease liabilities. Total Group net interest costs for the period were £28.2m, £1.0m lower than the prior period (FY24: £29.2m) driven by a decrease of £1.7m of IFRS 16 interest costs due to lower lease liabilities, increased interest receivable amounts of £0.8m from higher cash balances and offset by the £1.6m of accelerated amortisation of fees on debt refinancing. Interest costs related to borrowings were broadly flat year-on-year. Following the refinancing of the Group’s facilities in November 2024, increased interest costs related to holding sterling denominated debt relative to EUR (with the floating SONIA benchmark rate being higher than EURIBOR) were materially offset by a reduction in gross loan amounts of £33.0m. STRATEGIC REPORT 27 DR. MARTENS PLC ANNUAL REPORT 2025 FINANCE REVIEW CONTINUED Payment of lease liabilities was £56.2m (FY24: £52.2m) higher than FY24 by £4.0m primarily due to indexation increases in rent following annual reviews. FUNDING AND LEVERAGE The Group is funded by internally generated operating cash flows, bank debt and equity. During FY25 the Group successfully negotiated with existing and new lenders to refinance its debt facilities, with the new facilities drawn on 19 November 2024. The new facilities are entirely GBP denominated and consist of a £250.0m term loan (FY24: €337.5m EUR denominated) and £126.5m RCF (FY24:£200.0m) for an initial term of three years, with the option to extend both facilities by two additional one-year terms through to November 2029, subject to lender approval. Further details on the capital structure and debt are given in note 18 of the Consolidated Financial Statements. The facilities are subject to a Net Debt/EBITDA leverage covenant of <3x every six months, consistent with the terms of the previous loan. 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 30 March 2025, the Group had total net leverage of 1.8 times (FY24: 1.8 times). BALANCE SHEET £m 30 March 2025 31 March 2024 Freehold property 6.7 7.0 Right-of-use assets 143.2 173.5 Other fixed assets 76.2 81.7 Inventory 187.4 254.6 Debtors 63.4 70.4 Creditors 1 (111.4) (100.7) Working capital 139.4 224.3 Other 2 6.0 (1.5) Operating net assets 371.5 485.0 Goodwill 240.7 240.7 Cash 155.9 111.1 Bank debt (250.0) (288.6) Unamortised bank fees 3.7 2.3 Lease liabilities (155.4) (182.3) Net assets/equity 366.4 368.2 1. Includes bank interest of £2.4m (FY24: £8.4m). 2. Other includes investments, deferred tax assets, income tax assets, income tax payables, deferred tax liabilities and provisions. INVENTORY As previously disclosed, inventory levels were elevated in FY24 and reducing inventory by £40m was a key target for FY25. We exceeded this target, with inventory down £67.2m compared to the 31 March 2024 position. The inventory reduction was primarily achieved through reduced purchases from our suppliers, and we additionally cleared some aged inventory via the wholesale channel in the USA. 30 March 2025 31 March 2024 Inventory (£m) 187.4 254.6 Turn (x) 1 1.5x 1.2x Weeks cover 2 35 44 1. Calculated as historic LTM COGS divided by average LTM inventory. 2. Calculated as 52 weeks divided by inventory turn. CASH FLOWS £m FY25 FY24 EBITDA 1 117.0 197.5 Decrease/(increase) in inventories 62.7 (1.6) Decrease in debtors 6.3 23.0 Increase/(decrease) in creditors 1 15.3 (36.2) Total change in net working capital 84.3 (14.8) Share-based payments 7. 2 4.0 Capex (18.7) (28.4) Operating cash flow 1,2 189.8 158.3 Operating cash flow conversion 1,2,3 162.2% 80.2% Net interest paid (28.1) (17.0) Payment of lease liabilities (56.2) (52.2) Taxation (12.2) (18.8) Repurchase of shares – (50.5) Derivatives settlement 1 (4.0) (5.5) Proceeds from borrowings 250.0 – Repayment of borrowings (283.0) – Dividends paid (9.5) (57.8) Net cash inflow/(outflow) 46.8 (43.5) Opening cash 111.1 157.5 Net cash exchange translation (2.0) (2.9) Closing cash 155.9 111.1 1. Comparative information has been re-presented to separately disclose the gain realised on matured derivatives. 2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 3. Adjusted operating cash flow conversion 2 is 149.8% (FY24: 80.2%). Operating cash flow generated an inflow of £189.8m (FY24: £158.3m), impacted by positive working capital cash inflows of £84.3m (FY24: outflow of £14.8m). Inventory levels have declined by £62.7m during the period (FY24: £1.6m increase) due to the planned reduction of purchases to reduce inventories together with action to clear aged inventories through wholesale channels in the USA. Debtors have decreased by £6.3m (FY24: £23.0m decrease), predominantly driven by wholesale customer order fulfilment ahead of peak in line with the Group’s ordinary trading cycle. Trade debtor days increased to 58 days (FY24: 52 days) and remains within standard terms of 60 days. Creditors have increased by £15.3m (FY24: £37.7m decrease) due to the timing of payments over the reporting date. Capex was £18.7m (FY24: £28.4m) and represented 2.4% of revenue (FY24: 3.2%). The breakdown in capex by category is as follows: £m FY25 FY24 Retail stores 6.5 14.4 Supply Chain 1.4 2.7 IT/Tech 10.8 11.3 18.7 28.4 Net interest paid was £28.1m (FY24: £17.0m), higher than FY24 by £11.1m. Debt interest payments were £8.0m higher following a change in interest term periods (from six to three months) along with £3.8m of one-off transaction costs paid related to the refinancing, which were capitalised with the new loan on the balance sheet. Cash investment interest received grew by £0.7m, primarily from higher average cash balances held during the period. 28 DR. MARTENS PLC ANNUAL REPORT 2025 In line with this guidance, the Board declares a final dividend of 1.70p, taking the total dividend for FY25, including the interim dividend of 0.85p, to 2.55p (FY24: 2.55p). This will be paid to shareholders on the register as at 29 August 2025 with payment on 8 October 2025. £m FY25 FY24 Dividends paid during the period/year: Prior period/year final dividend paid 9.5 42.8 Interim dividend paid – 15.0 Total dividends paid during the period/year 9.5 57.8 Profit for the period/year 4.5 69.2 Dividend in respect of the period/year: Interim dividend: 0.85p (FY24: 1.56p) 8.2 15.0 Final dividend: 1.70p (FY24: 0.99p) 16.4 9.5 Total dividend in respect of the period/year 24.6 24.5 Payout ratio % 547% 35% HISTORICAL EBIT ANALYSIS As the Group has moved from EBITDA to EBIT disclosure for segmental reporting, historical data on this basis has been provided below alongside revenue for comparability across periods. FY25 FY24 FY23 % change Actual % change CC £m Revenue (reported): EMEA 384.2 431.8 443.0 -11.0% -9.6% Americas 288.5 325.8 428.2 -11.4% -9.7% APAC 114.9 119.5 129.1 -3.8% 0.6% £m EBIT: EMEA 74.4 109.7 120.7 -32.2% Americas 9.4 41.7 80.7 -77.5% APAC 15.0 22.1 25.5 -32.1% % EBIT margin: EMEA 19.4% 25.4% 27.2% -6.0pts Americas 3.3% 12.8% 18.8% -9.5pts APAC 13.1% 18.5% 19.8% -5.4pts GILES WILSON CHIEF FINANCIAL OFFICER 4 JUNE 2025 NET DEBT Another focus through FY25 was a reduction in our net debt, with overall net debt reducing year-on-year by £110.3m to £249.5m, ahead of guidance of £310m to £330m. £m 30 March 2025 31 March 2024 Bank loans (excluding unamortised bank fees) (250.0) (288.6) 2 Cash 155.9 111.1 Net bank loans (94.1) (177.5) Lease liabilities (155.4) (182.3) Net debt 1 (249.5) (359.8) 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. Previously reported net of unamortised bank fees of £2.3m. LEASE LIABILITIES New lease commitments and remeasurements during the period were £26.0m, largely relating to £16.7m of additions. This was offset by £56.2m of lease repayments. Average lease length is low, at 2.6 years to break, with the average lease length we expect to utilise being 3.2 years reflected on the balance sheet. £m 30 March 2025 31 March 2024 Average lease length to break (years) Stores 111.4 123.3 2.8 Offices, warehouses and other 44.0 59.0 1.7 Lease liabilities 155.4 182.3 2.6 Equity of £366.4m can be analysed as follows: £m 30 March 2025 31 March 2024 Share capital 9.6 9.6 Hedging reserve 0.7 0.9 Capital redemption reserve 0.4 0.4 Merger reserve (1,400.0) (1,400.0) Non-UK translation reserve 6.6 9.7 Retained earnings 1,749.1 1,747.6 Equity 366.4 368.2 RETURNS TO SHAREHOLDERS Our capital allocation philosophy guides our view of returns to shareholders and usage of excess cash. The first priority is to use excess cash for business priorities and we will continue to invest in a targeted manner to support long-term growth and resilience of the Group. Beyond this, our priority is to return excess cash to shareholders through a regular dividend and, when possible, further returns. DIVIDENDS At the FY24 results in May 2024, the Board shared the intention to hold the FY25 dividend flat to FY24 in absolute terms, at 2.55p, before returning to an earnings payout in line with our dividend policy (of 25% to 35% payout) in FY26 onwards. We also shared that going forward we would adopt a consistent approach to setting the interim dividend, with this dividend set at one-third of the previous period’s total dividend. Finally, we announced changes to the dividend payment dates to better reflect the trading cash profile of the Group. STRATEGIC REPORT 29 DR. MARTENS PLC ANNUAL REPORT 2025 FY25FY24FY23FY22 £908.3m £1,000.3m £877.1m £787.6m FY25FY24FY23FY22 25.2% 17.6% 13.9% 4.7% FY25FY24FY23FY22 18.1p 12.9p 7.0p 0.5p FY25FY24FY23FY22 £208.1m £48.4m £158.3m £189.8m 20% 79% 80% 162% FY25FY24FY23FY22 £211.2m £174.0m £97.2m £34.1m FY25FY24FY23FY22 £229.3m £176.2m £122.2m £37.0m MEASURING OUR PERFORMANCE 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 10% (8% CC) to £788m (£805m CC) in FY25, driven by weaker wholesale, particularly in the UK and USA. Links to strategic pillar: D O C S Key associated risks: 1 3 4 8 1. Alternative Performance Measures as defined in the Glossary on pages 231 to 233. 2. Refer to Finance review and note 10 of the Consolidated Financial Statements for further information on EPS and diluted EPS. FINANCIAL KEY PERFORMANCE INDICATORS REVENUE 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 fell by 70% due to the operational deleverage from reduced revenue, as well as a £4.3m impairment charge related to 16 stores. Links to strategic pillar: D O C S Key associated risks: 1 4 6 8 EBIT 1 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 EBIT margin declined by 9.2%pts to 4.7% due to the operational deleverage from reduced revenues, despite generally tight cost control. Links to strategic pillar: D O C S Key associated risks: 1 4 6 8 EBIT MARGIN 1 What are we measuring and why? PBT shows the Group’s profit performance before exceptional costs and after financing costs. PBT includes depreciation, amortisation and net interest costs and therefore provides another view of our profitability. Performance Adjusted PBT fell by 65% to £34.1m (£40.3m CC) due to the decline in EBIT, with depreciation and amortisation relatively flat year-on-year. Links to strategic pillar: D O S Key associated risks: 1 2 3 4 8 ADJUSTED PBT 1 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 of its stock. EPS represents the earnings achieved for each share and over time growth of this metric should result in increased shareholder value. Performance Basic EPS declined by 93% due to lower profits achieved in the year. Links to strategic pillar: D O S Key associated risks: 1 3 4 6 8 BASIC EPS 1,2 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 162%, an 82%pts increase compared to FY24. This was driven by the reduction in inventory through reduced purchases during the year. Links to strategic pillar: D O Key associated risks: 1 4 6 8 OPERATING CASH FLOW 1 30 DR. MARTENS PLC ANNUAL REPORT 2025 FY25FY24FY23FY22 14.1m 13.8m 11.5m 10.5m FY25FY24FY23FY22 49% 52% 61% 65% FY25FY24FY23FY22 29% 28% 32% 34% FY25FY24FY23FY22 158 204 239 239 The Group monitors several key metrics to track the financial and non-financial performance of its business. APMs 1 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. D Direct-to-consumer first O Organisational and operational excellence C Consumer connection S Support brand expansion with B2B OUR STRATEGY PAGE 20 NON-FINANCIAL What are we measuring and why? The number of boots, shoes and sandals sold during the period, through all channels. We have a volume-led growth strategy and therefore pairs is a key metric for our business. Performance During FY25, we sold 10.5m pairs, a decline of 9% compared to FY24, as expected. This was driven by a decline in wholesale pairs of 15%, with DTC pairs flat. Links to strategic pillar: D O C S Key associated risks: 1 2 4 6 8 PAIRS What are we measuring and why? DTC mix shows the combined ecommerce and retail revenues as a percentage of total revenue. Performance FY25 DTC mix was 65%, up 4%pts compared to FY24, driven by lower wholesale revenues. Links to strategic pillar: D O C Key associated risks: 1 3 4 8 DIRECT-TO-CONSUMER 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 increased by 2%pts to 34% however this was due to the decline in Group revenue; ecommerce revenue was down 3% YoY. Links to strategic pillar: D O C Key associated risks: 1 3 4 8 ECOMMERCE MIX What are we measuring and why? Own stores shows the total number of retail stores the Group directly operates globally. Increasing our store estate drives retail and ecommerce revenue growth. Performance During FY25 we opened 17 stores and closed 17 stores to end the year with an unchanged total of 239 stores. Store openings were predominantly in EMEA and APAC and store closures were due to both relocations and closing some underperforming stores, following the shift in traffic post-Covid. Links to strategic pillar: D O C Key associated risks: 1 2 3 4 8 OWN STORES 1 Brand and product 2 Social, environmental and climate 3 People, culture and change 4 Supply chain 5 Information and cyber security 6 Financial 7 Legal and compliance 8 Macroeconomic uncertainty LINKS TO FY24/25 STRATEGY: KEY ASSOCIATED RISKS: RISK MANAGEMENT AND OUR PRINCIPAL RISKS PAGE 36 LINKAGE TO REMUNERATION KEY METRICS WITHIN INCENTIVE PLANS For FY25 an expanded set of metrics has been included both within our Global Bonus Scheme (GBS), and also our Long Term Incentive Plan (LTIP), aligning both schemes with our strategic targets and objectives. 55% of the GBS is assessed on stretching PBT growth targets and the LTIP is based on underlying EPS growth targets, relative total shareholder return and operating cash flow conversion. Both PBT and EPS are comprehensive profitability measures which are closely aligned with shareholder value creation. Direct-to-consumer boots have been included as a non-financial metric within the FY25 GBS, accounting for 20% of the reward. 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. Pairs indicate the success of our volume-led growth strategy. Growing ecommerce mix, DTC mix and opening more own stores are also indirectly incentivised within remuneration. Progress against these targets, which are more profitable channels of revenue, will enhance our profitability and underlying shareholder value, when considered alongside absolute revenue growth. STRATEGIC REPORT 31 DR. MARTENS PLC ANNUAL REPORT 2025 STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT MEETING THE NEEDS OF OUR STAKEHOLDERS In this section we identify our key stakeholder groups, explain why and how the Company actively engages with them, set out a number of the metrics used to measure success and summarise some of the outcomes of our engagement. A separate section dedicated to explaining how the Board engages with each of these groups and how their interests influence its decision-making can be found on pages 110 to 113 in the Governance Report, and should be read in conjunction with the wider business context provided on the following pages. The Board’s formal statement confirming how it had regard to the matters set out in Section 172 of the Companies Act 2006 (s.172), particularly the interests of our stakeholder groups, is set out below. The principles of s.172 are far-reaching and reflected across the activities of the wider business. The table to the right sets out where further information relating to how each of the s.172 provisions are applied at Dr. Martens is located throughout this Annual Report. Section 172 Statement 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, CUSTODIAN MINDSET (PAGES 110 TO 113) ‘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 (PAGE 33) ‘the interests of the Company’s employees’ CONSUMERS, PARTNERS AND SUPPLIERS (PAGES 34 AND 35) ‘the need to foster the Company’s business relationships with suppliers, customers and others’ ENVIRONMENT AND COMMUNITIES (PAGE 35) ‘the impact of the Company’s operations on the community and the environment’ OWNERS (PAGE 33) ‘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 110 to 113. 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 and Sustainability Reports, located from pages 01 and 48 respectively. 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 14 and 15) Our business model (pages 06 and 07) Our strategy (pages 20 and 21) Key performance indicators (pages 30 and 31) Effective risk management (pages 36 and 37) Board activities (pages 106 and 107) Viability assessment and going concern (pages 42 and 43) The interests of the Company’s employees Stakeholder engagement: Our people (page 33) Sustainability Report: People (pages 70 to 77) Nomination Committee Report (pages 120 to 127) Whistleblowing (page 153) Remuneration Committee Report (pages 128 to 130) Governance Report: Our people (page 110) The need to foster business relationships with suppliers, customers and others Our business model (pages 06 and 07) Our strategy (pages 20 and 21) Performance in focus (pages 16 to 19) Sustainability Report (pages 48 to 80) Anti-bribery and corruption (page 153) Governance Report: Our suppliers (page 112) The impact of the Company’s operations on the community and the environment Stakeholder engagement: Environment & communities (page 35) Sustainability Report (pages 48 to 80) TCFD (pages 81 to 90) Governance Report: Our environment & communities (page 113) The desirability of the Company maintaining a reputation for high standards of business conduct Effective risk management (pages 36 and 37) Division of responsibilities (pages 108 and 109) Audit and Risk Committee Report (pages 145 to 153) Directors’ Report (pages 154 to 158) The need to act fairly as between members of the Company Stakeholder engagement: Owners (page 33) Relationship with largest shareholder (page 157) Annual General Meeting (page 157) Governance Report: Owners (page 110) 32 DR. MARTENS PLC ANNUAL REPORT 2025 WHY WE ENGAGE + Our shareholders are the owners of our Company. Engaging with them is an essential and ongoing process for the Company and an important means through which the Board discharges its duty under Section 172 of the Companies Act 2006, conducted through a range of channels + Understanding our investors’ priorities and ensuring we maintain clear and open dialogue is an important part of being a listed business HOW THE COMPANY ENGAGES + Our Investor Relations function is dedicated to continuous, transparent communication with our shareholders through regular meetings, investor roadshows, one-on-one sessions with our largest institutional investors, group discussions and engagements with prospective investors + Management, along with Non-Executive Directors (when relevant), regularly engage with our institutional shareholders, after results and at other key points during the year + The Director of Investor Relations is responsible for investor engagement and ensuring that the Board is regularly updated of our investors’ views. Their views are obtained directly and via corporate brokers, following results roadshows, meetings and conferences + Trading updates are announced via the London Stock Exchange Regulatory News Service in addition to our half and full year results Owners Shareholders of Dr. Martens plc, be they large institutional investors, employees, private individuals or our largest single investor, IngreGrsy Limited. METRICS + A total of 90 investor meetings covering 61 separate firms in FY25, 58 of which were attended by at least one of the Chief Executive Officer, Chief Financial Officer or Chairman. The reduction year-on-year is due to some extraordinary activity in the prior year, together with a low level of engagement with non-holders given the level of change within the business in FY25 + Regular qualitative feedback received from investors following results 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 2024 AGM with at least 94.45% of votes in favour and over 71% of total voting capital instructed + A key Investor Relations focus this year was introducing and embedding the new management team WHY WE ENGAGE + At Dr. Martens, our people are the heart of our business. Engaging with them ensures that their voices are heard, their ideas shape our direction, and their experiences help us build a workplace where everyone can thrive. True engagement isn’t just about communication – it’s about creating an environment and culture where individuals feel valued, respected and motivated to contribute their life’s best work + A culture isn’t defined by policies or targets alone – it’s shaped by everyday interactions, shared values and a sense of belonging. By actively engaging with our people, we foster: – Trust and transparency: Open dialogue strengthens trust between leadership and employees, creating a culture of honesty and accountability – Inclusion and belonging: Engagement ensures that every voice matters, helping us build a workplace where diversity is celebrated, and everyone feels they belong – Innovation and collaboration: Encouraging feedback sparks fresh ideas, drives creative problem- solving and ensures that we remain agile and forward-thinking + When employees feel engaged and empowered, we see: – Higher performance and productivity – Motivated teams driving results and improving efficiency – Stronger talent attraction and retention HOW THE COMPANY ENGAGES + ‘DM Way: In Conversation With...’ webinars with senior leaders on career growth and development, with plans to continue this series + Our global Engagement and Inclusion Survey is distributed to all employees annually and provides valuable insight into their experience of working at Dr. Martens + The CEO’s regular blog series, ‘The Ije Edit’, provides employees with regular insights into key projects and achievements in an engaging and digestible format + Our quarterly employee magazine, ‘On Air’, and monthly newsletter, ‘The Mix Tape’, provide news from across the global business + Global, regional and functional ‘Town Halls’ keep employees updated on business developments and key initiatives, and provide opportunities to ask questions of the Global Leadership Team (GLT) + Team events are encouraged to create opportunities for people to connect, shape individual team priorities and ensure alignment with the wider strategy + Global virtual and in-person events for key campaigns, such as the ‘Made Like No Other’ celebration of our icons and the ‘Buzz’ product launch, provided opportunities for employees to immerse themselves in our products and included live speakers, panels and product showcases + A range of events held to mark Black History Month, International Women’s Day and Pride Our people All Dr. Martens employees globally, whether based in our own stores, offices, distribution centres or factories. METRICS + 89% response rate to the FY25 Engagement and Inclusion Survey + Two target scores for our Engagement and Inclusion Survey were strategic bonus targets for levels 1-3, linking people priorities with the potential remuneration of the Company’s senior leaders OUTCOMES + ‘Webinar Wednesdays’ offer online sessions on a range of topics to assist our people in developing their skills and knowledge + New ‘Employee Resource Groups’ were launched. These are voluntary employee-led groups formed to support identity-based communities and their allies STRATEGIC REPORT 33 DR. MARTENS PLC ANNUAL REPORT 2025 STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED WHY WE ENGAGE + Our consumers are at the core of everything we do. Without them, the Company wouldn’t exist. That’s why it’s crucial we stay closely connected to what matters to them. Led by the Board, the business is focused on understanding their needs so we can keep delivering products that hit the mark, stay relevant and remain true to our brand DNA + Listening to consumers helps inform our decisions regarding our product offering and our consumer-facing retail and digital experiences HOW THE COMPANY ENGAGES + Our annual consumer survey to footwear buyers in 15 markets helps us monitor consumer preferences and priorities + Dedicated efforts to engage with our consumers across all social media touchpoints; building relationships, driving loyalty and increasing our fanbase and maintaining customer satisfaction through managing issues or questions about our products + Monitoring of brand health metrics on social media, including consumer sentiment towards our brand + Consumer feedback about our product and business from social media communities + An ongoing commitment to provide products which meet our consumers’ ethical and environmental expectations and ensuring our website and our retail colleagues are able to share the specifications of new sustainable materials with our consumers + Used insights provided by third-party consumer research partners to help ensure that consumer needs, preferences and feedback are integrated into our go-to-market strategy. By leveraging these partnerships, we gain a deeper understanding of how to communicate with our consumers more effectively + Insights from our consumer surveys into the relative performance of our brand and products, including brand awareness, familiarity, Net Promoter Score and value for money perception + Our employees are among the strongest and most passionate advocates for the brand, as well as an effective barometer of the success of our products Consumers The patchwork of groups and individuals who support our brand and buy our products, through any channel. METRICS + Survey of approximately 500 consumers in the UK and USA to monitor consumer sentiment towards our icons using metrics including familiarity, likelihood to purchase, perceived value and comfort. Future tracking will be conducted biannually to assess shifts in consumer sentiment + We assess our performance against brand health KPIs via our annual consumer survey, including brand awareness, familiarity, likelihood to purchase, NPS and overall equity scores + Our media and PR agencies share consumer insights as well as map the size of our consumer cohorts in key markets, their media consumption and behaviour + Creation of our customer data platform is providing new insights into who our consumers are and how they are shopping with us OUTCOMES + Consumer feedback and insights into purchase patterns, enabling a data-driven seasonal product flow within our DTC channel. This ensures we have the right products available at the right time, tailored to consumer demand + 47,000 consumers engaged through our annual consumer survey + Quantifying our consumer types and customer segments in different markets to identify opportunities for our brand and business + Continued growth and high levels of engagement and brand resonance among our online consumer community, informing our approach to the new ‘With Bouncing Soles’ brand platform WHY WE ENGAGE + As a major driver of Group revenue, it is essential that we continue to nurture lasting relationships with our key B2B partners and ensure our brand is showing up in an authentic way, with the quality experience and product assortments consumers expect + In expansive markets like the USA, wholesale gives us the reach to connect with more potential consumers and introduce them to the brand + To ensure that appropriate inventory and product mix are planned for the right times of year, with an assortment that supports the consumer who shops in those stores + Tight management of our B2B orderbook helps us stay on schedule with deliveries and spot upsell opportunities based on available inventory + To explore new markets and assess demand for our products in specific regions HOW THE COMPANY ENGAGES + We collaborate closely with our partners on their operational strategies, ensuring that our brand is always well represented. We control and approve store network expansion plans and have established minimums that each partner must purchase in order to ensure the continued growth of each respective business + Regional B2B functions manage and maintain relationships with our partners, including regular communication and engagement + Reviewing, evaluating and implementing the product segmentation strategy within the B2B marketplace, ensuring we get the right product into the right locations, at the right times, to serve the needs of our partners and consumers + Collaborating with our partners on the end-to-end go-to-market process ensures that our brand and products are presented in line with our seasonal strategies and brand stories Partners The key B2B partners supporting the expansion of our brand across new and existing markets. METRICS + We gain valuable consumer and market insights from our partners during sell-in and business review meetings. We receive sell-through information and access to data from their customer databases, which helps us to better understand our current consumers and reach new ones + Our B2B partners are tiered into a segmentation programme, which is constantly re-evaluated with a consumer-first mindset, to ensure our product range lands with differentiation across the marketplace OUTCOMES + We invest in the refurbishment of distributor and franchise stores to enhance the consumer experience and ensure brand presentation is in line with our standards and DTC stores + Leveraging local distributor expertise allows us to take advantage of short-term opportunities, such as ‘pop-up’ stores, which helps us to increase brand awareness and test DTC viability 34 DR. MARTENS PLC ANNUAL REPORT 2025 WHY WE ENGAGE + A robust supply chain underpins our ability to execute our strategy, facilitating sourcing, manufacturing, storing and delivering products to our consumers worldwide + The Supply Chain function is aligned to, and responsible for delivering many aspects of, our sustainability strategy and works with suppliers to drive a sustainable, responsible supply chain + Our suppliers are critical partners in day-to-day business operations, as well as realising the objectives of our sustainability strategy. They play a key role in ensuring that our sustainability principles and expectations in terms of workplace standards are embedded across the global supply chain + To exchange perspectives around regulatory changes and other relevant developments in the external environment HOW THE COMPANY ENGAGES + Our Technical Development Team conducts a comprehensive review of the entire new product development line each season, working alongside our Tier 1 suppliers and other Dr. Martens’ teams. This review focuses on evaluating quality risks and ensuring consumer safety + Our Engineering and Sourcing Teams work closely with our Tier 1 suppliers to explore and implement more efficient and effective manufacturing methods, always prioritising operator safety and product durability + Regular supplier conferences hosted by our Chief Operating Officer, Geert Peeters, who leads the Global Supply Chain function + Monthly Tier 1 supplier operational calls are facilitated by the Global Supply Chain leadership team. + Seasonal costing reviews and update meetings are held with all Tier 1 suppliers + Regular assessments of our manufacturing facilities through periodic inspections, continuous improvement initiatives, and CSR audits conducted as part of our CSR monitoring programme, which is focused on managing human rights risks across the supply chain + The Dr. Martens Master Supplier Agreement and Supplier Code of Conduct is communicated to all suppliers, who are required to comply with it at all times + The Chief Operating Officer regularly attends Board meetings and is a standing attendee of the Sustainability Committee, and plays a critical role in ensuring our supply chain and sustainability strategies are aligned Suppliers Product manufacturers, tanneries and producers of the other materials used in Dr. Martens products, logistics carriers and distribution centre partners. METRICS + Data acquired through the CSR monitoring programme provides insight into levels of compliance with relevant labour laws, regulations, industry standards and our own Supplier Code of Conduct + Overall factory efficiency ratios, operator cycle times and material efficiencies rates are discussed on a seasonal basis with our Tier 1 suppliers + Environmental data requested from Tier 1 suppliers to enable us to understand our suppliers’ environmental impacts, including energy use, water consumption and waste management + Close monitoring of our payment performance ensures our suppliers are paid in full and in a timely fashion, providing assurance in a challenging economic environment OUTCOMES + Long-lasting, strong relationships established with key suppliers which encourage high standards of delivery and constructive ways of working + A good level of supplier alignment with our sustainability priorities through the adoption of a range of relevant policies and standards, including the Supplier Environmental Standard and General Material Requirement Policy and sustainable leather commitments WHY WE ENGAGE + As a global footwear brand, it is our responsibility to manage our direct impacts on the planet and our communities and support and encourage our suppliers to do the same + Since 2022, we have been working towards our ‘Planet, Product, People’ sustainability strategy (pages 52 to 77) which prioritises and manages the key environmental and social issues across our business and supply chain + We are committed to supporting our people and wider communities through our People (page 70) and DE&I strategies (page 74). The Dr. Martens Foundation also champions social justice causes through its grant-making activities (page 76) + We continue to uphold our commitment to corporate social responsibility and improving transparency, which enables us to form strong and trusting relationships with our stakeholders + Sustainability is also important to our employees and consumers, which we confirmed this year through a consumer survey focusing on sustainability HOW THE COMPANY ENGAGES + Our ‘Planet, Product, People’ strategy includes targets such as our science-based target to be Net-Zero across the value chain by FY40, sourcing renewable electricity across all owned and operated facilities by 2025 and targets on the development and adoption of more sustainable materials + The Sustainability Committee oversees the sustainability strategy and monitors progress of key initiatives + Sustainability-focused communications such as policies, updates and reports are shared with employees via internal communication channels. We also use surveys to engage with our employees, consumers and suppliers + The activities of the Dr. Martens Foundation are also shared on internal channels and LinkedIn. Employee participation in the Dr. Martens Foundation is encouraged, from nominating charities to receive grants to volunteering at charity events + Two paid volunteering days are provided to employees per year to enable them to support local community initiatives Environment & communities The environment on which our activities have an impact and the communities in which the business operates globally. METRICS + All metrics relating to sustainability and community for FY25 can be found from pages 48 to 80 within this Annual Report + Some key metrics include: – 93% of the electricity used by our operations in EMEA was from renewable sources in FY25 – 10,800 pairs sold to date via our recommerce channel in the USA – 5,780 pairs repaired through our UK authorised repair service – 100% of the leather sourced for the AW25 season was from Leather Working Group (LWG) certified tanneries, with 97% of the leather traceable to the abattoir + We collect environmental data from our Tier 1 suppliers which enables us to monitor and understand our suppliers’ environmental impacts OUTCOMES + Continued progress in each of the sustainability strategic pillars of ‘Planet, Product, People’ + Direct engagement with Tier 1 suppliers on environmental and social topics. Waste management was covered during the November supplier conference and we undertook a verification exercise throughout FY25 which resulted in improved waste data insights + Engagement with over 500 consumers across the UK and US improved our understanding of their attitudes towards sustainability to better inform our strategy in the future + The Dr. Martens Foundation launched its first social media channels and started sharing updates externally for the first time + More detail can be found in the Sustainability Report from page 48 STRATEGIC REPORT 35 DR. MARTENS PLC ANNUAL REPORT 2025 RISK MANAGEMENT AND OUR PRINCIPAL RISKS EFFECTIVE RISK MANAGEMENT “Effective risk management is essential to executing our strategy, achieving sustainable growth, and protecting our people, assets, reputation and brand.” MATT KETTEL HEAD OF INTERNAL AUDIT AND RISK 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. Risk governance and oversight key components REPORTING AND ESCALATION DIRECTION AND OVERSIGHT BOARD RESPONSIBILITIES Strategic oversight responsibility for ensuring risks are identified and managed Robust assessment of principal risks, considering emerging risks and overall risk appetite Audit and Risk Committee Supports Board on risk and assurance, including ‘risk deep dives’ Independent reports from third line assurance activities – internal audit GROUP LEADERSHIP REGIONS, FUNCTIONS AND PROJECTS RESPONSIBILITIES Executive ownership of key risk areas Crisis Management Framework with specific Cyber Incident Management playbook Leads the key first and second line activities, including Finance, Legal and Compliance, Technology and Human Resources FUNCTIONS AND PROJECTS + Functional risk registers (e.g. including IT and Cyber, and Global Supply Chain), with reporting and escalation to Group Risk Register + Strategic Portfolio Planning Team and forum to prioritise projects and monitor risk RISK THEMES + Working groups established with focus on specific risk areas, including counter- fraud, artificial intelligence, third-party risk, policies and training Regional risk governance (EMEA, Americas and APAC) with reporting into ORC Operational Risk Committee (ORC) Oversees Group Risk Register Oversees Crisis Management Framework 36 DR. MARTENS PLC ANNUAL REPORT 2025 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 145. Throughout FY25, 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 thinking 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’ to risk, internal control 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 38 to 41. 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) + Development of contingency plans and consideration of best and worst case scenarios + Identification and ongoing monitoring of risk through Group and regional risk governance + Analysis of appropriate insurance cover against risk appetite + Financial controls defined and built into key systems, including developing these to meet potential future requirements such as UK corporate governance reforms + Compliance policies, guidance and training PRINCIPAL RISKS For each principal risk, we have reviewed and 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 FY25, the principal risk ‘Social and environmental’ has been amended to ‘Social, environmental and climate’. Climate risk had been previously disclosed as an emerging risk within the wider Social and environmental risk. We recognise that climate change considerations will continue to drive many elements of our sustainability programme, and so we are now referencing this directly in our principal risk title. 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, mandate that the Board must monitor the Group’s risk management and internal control systems and conduct an annual review of their effectiveness. For Dr. Martens, the attestation is due to be made in the FY27 reporting. In preparation for this, an initiative is underway to assist with the identification of ‘material controls’ and related assurance, which has been reviewed through Board and Audit and Risk Committee meetings during FY25. 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 There are three risks where the potential impact has increased, with further details below. We have indicated the trend for each risk, based on the changes from the prior period, as well as looking forwards to future potential changes in risk. PEOPLE, CULTURE AND CHANGE With key leadership and structural changes in the business (cost savings plan) in FY25, there is an increase in this risk. While changes in leadership can create uncertainty amongst the wider organisation, there has been a focus on bringing in new talent and talent development. INFORMATION AND CYBER SECURITY Due to heightened cyber-criminal activity, including ransomware and artificial intelligence (AI) deepfakes, there is an increased cyber threat, resulting in an increase in this risk. MACROECONOMIC UNCERTAINTY Given the continued challenges and uncertainty with the global macroeconomic environment, consumer confidence and demand remain subdued. Escalating trade frictions, tariffs and geopolitical uncertainty are likely to have a continued impact on macroeconomic conditions in our key markets. STRATEGIC REPORT 37 DR. MARTENS PLC ANNUAL REPORT 2025 C C RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED 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 + New brand strategy to reinforce premium positioning + 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 quality and testing process on product 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, where possible READ MORE ABOUT THIS RISK + Our brand and products on pages 02 to 05 + Moving forward with purpose on pages 06 and 07 + Stakeholder engagement – Consumers on page 34 + Our strategy on pages 20 and 21 + Sustainability – Product on pages 60 to 69 Brand and product We fail to develop and protect our brand and product Change from FY24 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 as a result of our business operations HOW WE MANAGE THE RISK + Sustainability programme and supporting roadmap with oversight by the Sustainability Committee + Wide range of stakeholders involved in developing and delivering our sustainability programme + External advice to ensure we adopt good practices, for example, human rights impact analysis with input from external advisers + 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 + Expansion of products going to market made from Genix Nappa (reclaimed leather) + 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 + Flooding scenario analysis performed, to determine any potential dependencies in high flood risk areas + Physical damage and loss (e.g. flooding) insurance cover RISK APPETITE + Low risk appetite considering consumer expectations and climate change impacts + The longer-term nature of some sustainability 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 32 to 35 + Sustainability section on pages 48 to 80 Social, environmental and climate Our sustainability strategy and programme fail to deliver or do not meet stakeholder expectations Change from FY24 RISK TREND: Increased No change Decreased Slight increase Slight decrease 38 DR. MARTENS PLC ANNUAL REPORT 2025 O O 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 + Failure to successfully deliver transformation and change means that programmes and projects are not successful, or business as usual activities are negatively impacted, affecting the ability to deliver business strategy + Culture does not successfully evolve as business grows HOW WE MANAGE THE RISK + Prioritisation of projects and programmes, facilitated by the Strategic Portfolio Planning Team, to ensure successful execution of our strategy + Quarterly strategic portfolio review to govern delivery of strategic projects + Monthly reporting on project status against delivering business objectives + Senior leadership monitoring and oversight of all significant change programmes + Diversity, equity and inclusion programme with dedicated resources + Regular employee engagement surveys with action plans + All-employee share scheme to allow employees to share in the future success of the business + Talent management process + ‘The DM Way’ framework as an articulation of how to be successful at Dr. Martens + Assessment of competitive rewards package, including benchmarking + Induction and onboarding process RISK APPETITE + Overall balanced risk appetite in order to grow, innovate and respond to new challenges and opportunities + Very low risk appetite for people safety risks READ MORE ABOUT THIS RISK + Stakeholder engagement – Our people on page33 + Diversity, equity and inclusion on pages 74 and 75 + Nomination Committee Report on pages 120 to 127 + Section 172 Statement on pages 32 to 35 People, culture and change We fail to attract, retain and develop talent and capabilities required to deliver business strategy Change from FY24 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 + Diversified supplier base across different markets + Established alternative suppliers and ability to source additional capacity if required + Effective partnership and relationship management with third parties + External assurance over key third-party suppliers + Rigorous forward planning including contingency for unexpected events + Further investment in improved systems, including the implementation of a supply chain planning tool + Review of regulatory landscape affecting raw materials + Negotiated fixed rates and capacity with carriers + Warehousing and distribution capacity adjusted to meet forecast demand + Business interruption and marine cargo insurance cover 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 35 + Sustainability – Responsibly managing our supply chain on pages 72 and 73 + Performance in focus – Insightful data on page 19 + Sustainability – Operations on pages 57 to 59 Supply chain We fail to deliver the supply chain activity required to support business growth and consumer demand Change from FY24 LINKS TO FY24/25 STRATEGY: D Direct-to-consumer first O Organisational and operational excellence C Consumer connection S Support brand expansion with B2B STRATEGIC REPORT 39 DR. MARTENS PLC ANNUAL REPORT 2025 O O RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED RISK IMPACT + Ecommerce or other key IT systems are the target of cyber hacking or prolonged disruption with potential to negatively impact revenue and operating costs + Theft or loss of sensitive Group, consumer or employee data, resulting in negative reputational impact and potential fines and legal costs + Prolonged system outage may result in failure to deliver on key business activities HOW WE MANAGE THE RISK + Dedicated Global Security Team + Continued execution of the Cyber Security programme and strategy + Identity management – privileged account management (PAM) and multi-factor authentication (MFA) at all levels + Managed Detection and Response (MXDR) service, providing end-to-end security visibility + Active monitoring of core business applications and end-user devices + Penetration testing of internal infrastructure and retail technology + Vulnerability and patch management + Cyber risk maturity measured against recognised framework (NIST 2.0 – National Institute of Standards and Technology) with targets to drive continuous improvement + Cyber incident response process managed through external partners and Global Security Team + Third-party supplier management through vendor risk assessment reviews 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 145 to 153 Information and cyber security We fail to maintain the confidentiality, integrity and availability of key information Change from FY24 RISK IMPACT + Foreign exchange movements are unfavourable and impact liquidity and cash flow + Interest rate risk on external bank debt with a potential risk of breach of covenants + Potential increase in the risk of internal or external fraud + Failure to meet forecasts and financial guidance to the market can negatively impact share price and investor confidence + Non-compliance with financial reporting requirements and internal control attestations HOW WE MANAGE THE RISK + Robust financial management framework with detailed reporting and forecasting + Detailed cash flow forecasting including monitoring compliance with covenants + Single finance ERP system across majority of markets + Selected hedging of foreign exchange cash flows and interest risk + Treasury policies and monthly treasury pack reporting + Dedicated Tax Team, responsible for preparing VAT and other indirect taxes in-house in the UK, coupled with external tax consultants to provide specialist advice on technical areas + Continued focus on internal controls over financial reporting + Fraud risk assessment with accountability for key fraud risks + Fraud management software and dedicated resource to address potential payment-related fraud 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 + Finance review on pages 22 to 29 + Audit and Risk Committee Report on pages 145 to 153 + Note 22 (Financial instruments) to the financial statements on pages 201 to 204 Financial We fail to adequately forecast and manage financial risks, including meeting external reporting requirements Change from FY24 RISK TREND: Increased No change Decreased Slight increase Slight decrease 40 DR. MARTENS PLC ANNUAL REPORT 2025 C O RISK IMPACT + Potential increase in the 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 + Code of conduct (the DOCtrine) shared with all employees + Policies, procedures and mandatory training covering key compliance risks, including rollout of targeted training on code of conduct, financial crime and data protection + Rigorous third-party due diligence process + ‘Speak Up’ process facilitated by an independent third party + Contract approval process, with review and approval limits detailed within the delegation of authority + Contract lifecycle management platform + Dedicated Compliance and Health & Safety Teams and programme + Dedicated Data Protection Officer resource + Data privacy programme, including data privacy maturity assessment and compliance with applicable local laws 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 is 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 32 to 35 + Our governance framework on pages 92 to 119 + Audit and Risk Committee Report on pages 145 to 153 Legal and compliance We fail to comply with key laws and regulations Change from FY24 RISK IMPACT + Recession or poor economic performance negatively impacts on consumer demand and spend, resulting in lower sales and profitability + Inflation negatively impacts our cost base and consumers’ discretionary spend + Global trade restrictions and tariffs increase uncertainty and negatively impact consumer demand HOW WE MANAGE THE RISK + Monthly sales and operations planning (S&OP) reviews and any resulting actions + Quarterly business reviews of performance + Regular Board review of economic and geopolitical landscape + Negotiated rates and committed availability with suppliers + Cost action plan, including opportunities for further product manufacturing cost savings + Budgets, plans and viability assessments consider a range of scenarios including macroeconomic factors + Proactive response to external threats and challenges RISK APPETITE + Changes in the global economy 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 READ MORE ABOUT THIS RISK + Viability assessment and going concern on pages 42 and 43 + Audit and Risk Committee Report on pages 145 to 153 Macroeconomic uncertainty We fail to manage and effectively respond to changing macroeconomic conditions Change from FY24 LINKS TO FY24/25 STRATEGY: D Direct-to-consumer first O Organisational and operational excellence C Consumer connection S Support brand expansion with B2B STRATEGIC REPORT 41 DR. MARTENS PLC ANNUAL REPORT 2025 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 2 April 2028 (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 described on pages 38 to 41. 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 financial 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. Top-down extrapolation extends financial projections to subsequent years. We monitor our performance through 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 geography + 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. In FY25, after a period of increasing global volatility, the global economy appeared to stabilise back to slow but steady growth rates. However, a number of significant factors continue to create a challenging global macroeconomic backdrop which is expected to persist: + Elections across the globe, notably in the US, presenting trade policy uncertainty that if implemented would have significant impact for the global economy + Inflation, whilst starting to normalise globally from multi-decade highs back to central bank targets, shows variability across markets which is likely to be exacerbated by uncertainty on US trade policy + Impact of the cost of living crisis continues to present challenges for growth in the medium term as weak consumer sentiment and elevated uncertainty have dampened consumption levels + Russia’s invasion of Ukraine continues to expose European economies to disruption in natural gas markets and create overall global instability + Ongoing conflict in the Middle East continues risk of future operational challenges and supply chain disruption + 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 and this was reflected in our FY25 performance where, in line with our expectations and against the challenging macro and consumer environment, we saw a decline in revenue. DTC revenue was challenging in EMEA due to a highly promotional competitive background, and both EMEA and Americas were impacted by weaker footfall. This was partially offset by DTC growth in APAC driven by higher footfall in Japan and Korea, and good ecommerce performance in Japan and China. In wholesale, the lower USA orderbook, reflects wholesale customers managing down their inventory levels, more than offset action taken to clear aged inventory through wholesale. In EMEA, wholesale revenue declined with partners carefully managing their inventory levels as expected, particularly in the UK. 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 a number of 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 reduce, the cost of living challenges remain and we do not expect a material improvement in consumer confidence in EMEA or the Americas + No material adverse changes to the global political situation and no significant escalations in the conflicts in Ukraine and in the Middle East Micro: + DTC growth in key markets will be supported by traffic growth, new store openings, investment in demand generation marketing, and conversion improvement facilitated by omnichannel capabilities and CDP + A sharpened focus in 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 + EBIT margin improvement as we annualise cost reduction actions and continue to manage costs tightly 42 DR. MARTENS PLC ANNUAL REPORT 2025 + 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 These central assumptions form the base plan for our FY26 budget, Viability Statement, going concern assessment and store, investment and goodwill impairment assessments. 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) + US cyber-attack resulting in one-month loss of USA 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. In such a scenario, headroom remains above covenant requirements, 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 FY22 to FY25 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. A more extreme downside scenario is not considered plausible. A more severe variation of the severe but plausible downside was also prepared, which overlaid the impact of a ‘worst-case’ scenario for US tariffs. Given this is a live and uncertain situation, the severe but plausible downside was adjusted to include the impact of the highest set of reciprocal tariffs charged on the full volumes included in the base plan. This model reflects the tariffs announced on 3 April 2025 and does not reflect the impact of the 90-day pause on tariffs due to end on 8 July 2025. The combination of the above specific events and US tariffs is not considered plausible but illustrates that the Group can withstand the pressure of these tariffs on top of reduced demand, climate events and a cyber attack. 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 2026, and it was concluded that the business could weather extreme growth reductions without mitigation vs the base plan. The business would have to experience -19%pts decline in growth relative to the base plan before covenants are breached in March 2026. 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 -45%pts decline in revenue growth vs the base plan during the 52 week period to 28 June 2026. 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 30 March 2025. The term loan and revolving credit facility were successfully refinanced in November 2024. As at 30 March 2025 the Group reports cash of £155.9m, term loan of £250.0m, as well as available undrawn facilities of £122.8m. The initial term of the loan ends on 19 November 2027. There are two one-year extension options subject to lender approval. The Board expects to replace or renew these facilities well ahead of their maturity and considers it a reasonable expectation to secure a similar level of financing. The Group is operationally and financially strong and has a long track record of consistently generating profits and cash as well as demonstrating the ability to navigate the more recent volatility in the macro environment and impact on recent 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 2028. 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 13-month period to 28 June 2026. 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 43 DR. MARTENS PLC ANNUAL REPORT 2025 PEOPLE AND CULTURE TAKING PRIDE IN OUR CULTURE “We want to make sure each member of our global team feels inspired to reach their full potential and do their life’s best work. This means working continuously to enhance our employee experience, develop our people, embed our culture and be responsive to employee views.” BRIDGET JOLLIFFE CHIEF PEOPLE OFFICER We launched our new global employee development framework, the ‘DM Way’, which gives employees clarity around how they can show up and grow their career at Dr. Martens. This included a range of activities to embed the framework across the business. Communication tools included videos recorded by the Global Leadership Team giving examples of how employees can develop against the ‘success factors’, growth-focused training on how to use the framework and a career development guide. THE NEW FRAMEWORK IS SUPPORTED BY: + OpenBlend, our online personal development platform + Our ‘supporting meaningful conversations’ programme, which focuses on giving feedback, motivating and improving wellbeing, not just performance, embedded with a global development campaign + Ensuring DE&I principles are front and centre of conversations and development OUR 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. FY25 has been a period of change for our business and against this backdrop we have placed a particular focus on supporting our people, widening our employee engagement and reinforcing our values. We have also invested in developing our leaders to equip them with the skills to manage positively through periods of business change. DEVELOPMENT AND GROWTH In FY25 we focused on equipping our people, and ensuring they are positioned, to grow at Dr. Martens. This was underpinned by our listening activities and developing new capabilities to manage organisational change over the period. OUR VALUES: These three values never stand alone but work together and define the culture we live by at Dr. Martens: BE YOURSELF ACT COURAGEOUSLY SHOW YOU CARE 44 DR. MARTENS PLC ANNUAL REPORT 2025 LISTENING AND ENGAGEMENT Our listening strategy promotes meaningful and actionable listening, leadership accountability and regular interaction. Key elements include our: + Annual global Engagement and Inclusion Survey + NED Listening sessions, led by our Employee Representative Non-Executive Director, Robyn Perriss. We conducted eight of these sessions in FY25 across all regions and levels of seniority (FY24: five sessions). More information on these can be found on pages 114 to 117 + Our ‘Share with Ije’ initiative following Ije’s appointment as CEO, where our people were invited to share what they liked about working at Dr. Martens and what changes would enable them to do their life’s best work. This is part of our new wider listening programme which will roll out fully in FY26 + Real-time pulse checks on how our people are experiencing work at key moments of change Insights from our FY25 Engagement and Inclusion Survey We are committed to building a culture of excellence where our people can grow and thrive. Our annual Engagement and Inclusion Survey (to which 89% of our people responded) helps us understand how people feel and identify if, and how, we can do better as an organisation. INSIGHTS: Our overall ‘engagement index’ was unchanged from FY24 at 61%, in comparison to declining external engagement benchmarks. Our people remain proud to work for Dr. Martens (81%, +2 on FY24), and slightly more favourable on being motivated to go beyond what they would in a similar role elsewhere (62%, +1 on FY24). FY25 progress against specific action areas highlighted by our previous survey (FY24): I REGULARLY RECEIVE RECOGNITION FOR GOOD WORK I GET USEFUL FEEDBACK AT WORK 1 I KNOW WHAT I NEED TO DO TO BE SUCCESSFUL IN MY ROLE 1 (+2 on FY24) 72% 2025 (+1 on FY24) 71% 2025 (-6 on FY24) 80% 2025 Our people remain extremely positive about our commitment to inclusion, with 88% responding favourably to “I can be myself at work” (+1 on FY24 across all parts of the business) and 87% to “My team makes me feel included” (+2 on FY24). Our engagement scores are especially high in our retail business. In our Group functions, which were particularly impacted by organisational change in FY25, employees expressed a degree of uncertainty about the future, which will form part of our FY26 action plan. Personal and professional development and giving clarity around career progression will also be a focus for FY26, with 46% of our people responding favourably to “I can progress my career at Dr. Martens” (-3 on FY24). 1. These measures were included in our leadership bonus metrics, with the former hitting target and the latter missing target. STRATEGIC REPORT 45 DR. MARTENS PLC ANNUAL REPORT 2025 PEOPLE AND CULTURE CONTINUED DEVELOPING LEADERS We provide our people with the resources, guidance and opportunities needed to pursue their own long-term career ambitions. This includes the development of leaders, with a focus on meaningful conversations and feedback. Examples include ‘Leader essentials’ (a new programme for this year) and ‘Manager essentials’ programmes for both Group and retail employees. In FY25, we concluded our LEAD programme for our Global Management Team (i.e. direct reports to our Global Leadership Team). In this year of transition, we also supported this audience with a programme focused on Leading Change. FOCUS Challenge24 – Learning through collaboration In FY25, 20 high-potential Dr. Martens employees took part in a new leadership development experience run by the Collaboration Company. This uses an innovative approach to bring a diverse set of experienced leaders together from a network of partner organisations. They participated in collaborative workshops focused on solving challenges sponsored by a senior director from each of the organisations. There was very positive feedback from those participating, and it was an engaging way to help our people develop, connect with others and bring some new thinking into our business. SUPPORTING WELLBEING We seek to support all aspects of our employees’ mental, physical, social and financial wellbeing through our: + Free and confidential Employee Assistance Programme (EAP) + Learning and development programmes + Wellbeing events + An annual volunteering allowance In the Americas region, employees and family dependants can make use of our holistic, SupportLinc- managed EAP. In FY25, we expanded our coverage by offering a similar Retail Trust-managed programme to all employees in our EMEA and APAC regions. Showing we care extends beyond the point at which our people leave us. Those employees who have left the business in FY25 have been supported in their transition with dedicated outplacement support. 46 DR. MARTENS PLC ANNUAL REPORT 2025 WHAT’S NEXT? Our People team has been collaborating with employees from across the business to craft a dynamic and inspiring new people strategy. Going forward, we intend to put a bounce in the step of our talent by: + Fostering a culture of excellence, anchored in our values + Co-creating the conditions where our people can do their life’s best work + Developing outstanding leadership to energise and inspire the growth and performance of our people, teams and organisation The care and attention in crafting our premium products combined with the unique and special experience we provide for our customers is what makes our brand stand out. Together, we will ensure that each future step we take cherishes our brand heritage and builds on the magic of our culture. We are and will continue to be a welcoming, positive and inclusive workplace, and through innovation, productivity and a sense of purpose, our people can thrive and grow. Creating the conditions for people to do their life’s best work begins with a compelling employee value proposition (EVP) describing our distinctive employee experience. Our new people strategy, which we will launch during FY26, intends to bring this to life, whilst creating a community of committed brand ambassadors. Providing greater transparency of career development opportunities and how achievements will be recognised and rewarded will be vital to our future success, as will continuing to develop our capacity and capability for change. We will focus on personal and professional development by empowering our people to achieve their full potential and connecting them with opportunities to build their experience, share insights and values-based stories and celebrate achievements. Shining a spotlight on these stories and increasing the visibility of career pathways will be a cornerstone in nurturing, inspiring and retaining our talent. We recognise the importance of outstanding leadership and people management in driving our success – not simply providing clarity of direction, so people understand their role, responsibilities and contribution to our business strategy. For us, outstanding leadership means embodying our ‘DM Way’ behaviours day-to-day as we listen, coach, mentor and inspire our people to deliver, collaborate, innovate, adapt and grow. We have some exciting global initiatives in progress for roll out in FY26 targeting leadership and retail. Providing opportunities for our employees to positively support themselves and others will always be important to us, whether this involves specific wellbeing initiatives, facilitating workplace programmes with colleagues or making a difference in our wider community through volunteer days. We will remain curious in this space and proactively seek opportunities where we can learn, support, inspire and collaborate. The action we have taken in FY25 together with the development of our people strategy will be instrumental in delivering our growth strategy and embracing the ever-changing global landscape, with strength, resilience and care. We look forward to the opportunities ahead for our brand and our talented community. STRATEGIC REPORT 47 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTENTS 49 A message from our Director of Sustainability 52 Planet 53 Climate 57 Operations 60 Product 61 Materials 66 Packaging 67 Lifecycle 70 People 71 Human rights 72 Responsibly managing our supply chain 74 Diversity, equity and inclusion 76 Community 78 Sustainability governance 80 SASB reference table 81 Task Force on Climate-related Financial Disclosures SUSTAINABILITY 48 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY A message from our Director of Sustainability At Dr. Martens, our approach to sustainability is rooted in maximising the longevity of each pair of boots, shoes and sandals we produce, and doing it in a responsible way. We do this through focusing on the creation of timeless and durable footwear that will stay on consumers’ feet for as long as possible, through services such as resale and repair. Sustainability is a topic that our employees and consumers are passionate about, and it’s more important than ever that we show our dedication to the planet and the people whose lives we touch. We know real change doesn’t happen overnight. So, we’re focused on driving steady, incremental progress against our sustainability strategy, Planet, Product, People, which we’ve been working towards since 2021. In FY25 we have seen first-hand how offering repair and resale benefits both our brand and our consumers. ReWair has been live for one year and has shown strong performance, with around half of the consumers purchasing our pre-loved pairs being new to the brand. We have also expanded our range of products made with reclaimed leather, giving our wearers more options to purchase lower impact footwear. This year our Sustainability Team transitioned to sit within our Brand organisation, which demonstrates our dedication to further embed sustainability into everything we do. We remain committed to monitoring evolving ESG legislation, including the International Sustainability Standards Board (ISSB) and the Corporate Sustainability Reporting Directive (CSRD), and ensuring full compliance with all applicable regulations. Looking ahead, we are excited to refresh our sustainability strategy to align with the new business strategy and objectives. This update will ensure we stay focused on what truly matters: our commitment to people and the environment, and driving value to achieve impactful results. It will also deepen our connection with consumers and elevate our brand. In this report, you can discover more about our approach over the past year and ambitions for the future. I hope you enjoy. TUZE MEKIK DIRECTOR OF SUSTAINABILITY FOCUS Consumer engagement on sustainability In FY25, we engaged with more than 500 consumers across the UK and US to better understand their attitudes towards sustainability in their lives and when purchasing our products. This has helped to increase our understanding of consumer perceptions around sustainability and has provided valuable insight into opportunities to better embed our sustainability efforts in the future. FOCUS Sustainability performance and executive pay Our executive bonuses continue to include elements linked to the achievement of specific sustainability initiatives that underpin our long-term sustainability commitments. In FY25, targets covered topics such as renewable energy sourcing, recommerce expansion and human rights. Find out more in our Remuneration Report on page 131. STRATEGIC REPORT 49 DR. MARTENS PLC ANNUAL REPORT 2025 Planet 93% Product 100% of our leather comes from LWG certified tanneries with 99% rated Gold or Silver >10,000 pre-loved pairs sold through our US resale channel, ReWair 5,780 consumers able to wear their Docs footwear for longer through our UK authorised repair service 43% of ReWair purchasers were new to Dr. Martens, bringing new consumers to the brand through resale External recognition in FY25 AAA Top ESG rating of AAA from MSCI Level B- CDP Climate Score Management Level B- Shortlisted for the Best Sustainable Initiative at the 2024 Drapers Footwear Awards for Authorised Repair in partnership with the Boot Repair Company renewable electricity consumption across our owned and operated EMEA facilities SUSTAINABILITY CONTINUED SUSTAINABILITY AT A GLANCE of leather traced to the abattoir through collaboration with our leather supply chain 97% 50 DR. MARTENS PLC ANNUAL REPORT 2025 50 23 of our Tier 1 and Key Tier 2 suppliers CSR audited met our high standards 100% People 88% of our employees say they can be themselves at work, highlighting our inclusive workplace For more, see People and Culture on page 44 DELIVERED DE&I training to HR leadership OUR MATERIALITY ASSESSMENT More online OUR IMPACT ON THE SUSTAINABLE DEVELOPMENT GOALS (SDGs) FIND OUT MORE AT: DRMARTENSPLC.COM tonnes of leather waste diverted from landfill by using reclaimed leather STRATEGIC REPORT 51 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Highlights By measuring and monitoring our emissions, we’ve gained a clear understanding of our carbon hotspots, empowering us to take targeted actions that will reduce the long-term impact of our business. This is part of our ongoing progress towards achieving our strategic goal of reaching Net-Zero greenhouse gas (GHG) emissions across our entire value chain by FY40. We’re also working to manage our broader environmental footprint in a responsible way throughout our operations and supply chain, aiming to leave things better than we found them. 93% renewable electricity consumption across our owned and operated EMEA facilities 23 tonnes of leather waste diverted from landfill by using reclaimed leather CLIMATE Net-Zero by FY40 (verified by the Science Based Targets initiative) Renewable electricity across all owned and operated facilities by 2025 OPERATIONS Minimise waste and ensure zero waste to landfill across the full value chain by 2028 Environmental certification standard to all Tier 1 suppliers by 2025 Support suppliers to adopt best practice chemical management by 2025 For additional commitments, see pages 53 and 57 RELATED UN SDGs For more information, see our SDG mapping exercise at: drmartensplc.com PLANET Focus areas and commitments 52 DR. MARTENS PLC ANNUAL REPORT 2025 Climate Why it matters Climate change is one of the most urgent and intensifying challenges the world faces today. We remain committed to limiting our impact on the planet, as we transition towards becoming a Net-Zero business, contributing to the global effort to mitigate the impacts of the climate crisis. Our commitments ENERGY AND CLIMATE + Net-Zero by 2040 (target validated by SBTi) + Renewable electricity across all owned and operated facilities by 2025 What we’re doing... OUR PATH TO NET-ZERO OUR SCIENCE-BASED TARGETS 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 1 . Our Net-Zero ambition was validated in 2023 by the Science Based Targets initiative (SBTi), verifying our emission reduction targets to be in line with climate science and on track to limiting the impacts of global warming to below 1.5°C. Our SBTs also include leather-specific emissions reduction targets, as per the SBTi Forest, Land and Agriculture (FLAG) guidance. EMISSIONS REDUCTION STRATEGY Since the validation of our SBTs, we have continued to further develop our emissions reduction strategy. This year we developed a product sustainability roadmap outlining the sustainable material transition required to meet our targets. The roadmap aims to inform the pace at which we develop and adopt sustainable materials into the future, plus identifying our risks and opportunities across our product portfolio. Other key initiatives this year included developing a renewable energy strategy for our own operations. OUR NEAR AND LONG-TERM SCIENCE-BASED TARGETS 2 EMISSIONS IN SCOPE 2030 2040 SCOPE 1 AND 2 SCOPE 3 All Non-FLAG (all other Scope 3 emissions in scope) FLAG (Forest, Land and Agriculture emissions associated with cattle rearing) 90% (Net-Zero) 90% (Net-Zero) 72% (Net-Zero) 30% 30.3% Maintain at least 90% reduction OUR EMISSIONS REDUCTION STRATEGY 1. Scope 3 near-term targets are aligned to well below 2˚C. 2. Emission reductions from a FY20 baseline. 2024 SCOPE 1&2 (direct emissions and purchased energy) SCOPE 3 (supply chain emissions) 2025 2026 2027 2028 2029 2030 KEY IN PROGRESS FUTURE OPPORTUNITIES FOCUS Source renewable electricity at owned and operated sites Transition company cars to electric vehicles Energy efficiency measures including switching to LEDs, HVAC optimisation and installing smart meters Scaling up repair and resale business models through increasing repair options and regional resale expansion Increased circularity, including sustainable design, material efficiency, extending useable life and end-of-life disposal Transition towards lower-carbon materials, focusing on alternatives for leather and PVC such as recycled and bio-based alternatives Reduce leather-related emissions through sourcing leather that is traceable, deforestation free and from regenerative sources Supply chain transport electrification and move towards low-carbon movements via sea/rail and road Supplier engagement and supporting the adoption of renewable energy Managing business travel and promoting lower-carbon transport modes STRATEGIC REPORT 53 DR. MARTENS PLC ANNUAL REPORT 2025 FY24FY23FY22FY20 240,355 179,030 273,421 277,402 Leather 26% Outsoles 8% Other materials and packaging 18% Manufacturing 6 11% Non-product purchased goods and services 12% Transportation and distribution 10% Other 7 15% SUSTAINABILITY CONTINUED OUR CARBON FOOTPRINT Each year we measure our greenhouse gas (GHG) emissions to assess the impact of our business operations, identify patterns and hotspots and guide us to taking meaningful climate action. This year, we continued to calculate our emissions using a third-party emissions management tool, in line with the GHG Protocol, and covered the FY24 period 1 (April 2023 to March 2024). Our FY24 footprint captures the most recent and accurate data we have available for our Scope 3 emissions. Our FY25 Scope 1 and 2 emissions can be found in our Streamlined Energy and Carbon Reporting (SECR) disclosure (page 56). UNDERSTANDING OUR FOOTPRINT Dr. Martens Scope 1, 2 2 and 3 emissions totalled 181,895 tonnes CO 2 e in FY24. During this period, we reduced production volumes and sold fewer products, which is the primary contributor to an emissions reduction of 35% compared to FY23. In line with our SBTs, we continue to focus on decoupling business growth from emissions as we work towards our absolute emission reduction targets. Last year, we implemented an emissions management tool, which we used to measure our FY23 and FY24 emissions. This tool has enabled us to calculate our emissions with greater accuracy, consistency and efficiency. Our FY20 and FY22 3 carbon footprints are measured using a different approach; some categories were calculated using different methodologies 4 and as a result the emissions data for FY23 and FY24 are not directly comparable to those of FY20 and FY22. We continue to measure our emissions with granular and good-quality data. We use activity data to measure all our product emissions, and where available we used lifecycle assessments (LCAs) for our leather. This year, tannery- specific leather LCAs were used for 53% of the leather we purchased 5 (compared to 49% in FY24), rather than using the generic emissions factor for leather. FY24 SCOPE 3 EMISSIONS 6 (% OF SCOPE 3 EMISSIONS) SCOPE 3 ABSOLUTE EMISSIONS (tCO 2 e) 8 1. We report one year in arrears due to the time required to process the large amount of data required to calculate Scope 3 emissions. 2. Market-based Scope 2 emissions. 3. We use FY20 as a baseline year for our carbon footprint to avoid Covid-related disruptions, where the most significant disruptions were evident during FY21. 4. Key methodology changes include the way we calculate refrigerant gas emissions, energy usage at sites where data was not available, emissions associated with waste production at stores and offices where data was not available, and how we account for emissions associated with non-key materials. 5. Percentage of leather volume purchased by square foot. 6. Manufacturing emissions includes energy and waste at T1 factories, previously waste was accounted for separately, in the GHG Protocol Category waste generated in operations. 7. Other emissions include capital goods, fuel and energy-related activities, waste generated in operations, business travel, employee commuting, use of sold products, end-of-life of sold products, franchises, and investments. 8. FY20 and FY22 Scope 3 emissions were calculated in partnership with a consultancy. Both the FY23 and FY24 footprints were measured using a third-party emissions management tool. As a result, the emissions are not directly comparable due to methodological differences (see our FY24 Sustainability Report for more details). 54 DR. MARTENS PLC ANNUAL REPORT 2025 54 FY20 BASELINE FOOTPRINT AND FY24 FOOTPRINT 1 FOR SCOPE 1, 2 AND 3 EMISSIONS (tCO 2 e) Scope Category FY20 GHG emissions FY24 GHG emissions FY24 % of Scope 3 emissions FY24 % of value chain emissions Scope 1 Scope 1 640 902 – 0.5% Scope 2 Scope 2 – Location-based 1,891 2,856 – – Scope 2 Scope 2 – Market-based 1,936 1,963 – 1.1% Scope 3 Purchased goods and services 181,941 134,422 75.08% 98.4% Capital goods 15,747 6,546 3.66% Fuel and energy-related activities 378 928 0.52% Upstream transportation and distribution 22,434 14,213 7.94% Waste generated in operations 2 1,056 269 0.15% Business travel 4,324 3,412 1.90% Employee commuting 3,216 3,539 1.98% Downstream transportation and distribution 3,501 3,829 2.14% Use of sold products (indirect) 13 908 0.51% End-of-life treatment of sold products 7,649 10,169 5.68% Franchises 96 146 0.08% Investments – 649 0.36% Total Scope 3 emissions 240,355 179,030 Total value chain emissions – Market-based 242,931 181,895 1. We worked with different external partners and therefore used different methodologies for our FY20 and FY22 vs FY23 and FY24 GHG emissions profiles. Additional information on the approach used in FY20 and FY22 can be found in our previous Annual Reports. FY24 Scope 1 and 2 emissions have been recalculated to reflect improvements in data availability. 2. In line with the GHG Protocol, in our FY24 footprint we recategorised emissions associated with Tier 1 waste under the GHG Protocol Category purchased goods and services. Previously, these emissions were accounted for in waste generated in operations. FOCUS Increasing renewable energy use at our sites Region FY25 % of total kWh consumption FY24 % of total kWh consumption 3 UK 95.5 95.3 EMEA 92.8 92.5 Americas 19.6 22.7 Global 47.4 52.8 As part of our SBTs we have committed to reducing absolute Scope 1 and 2 emissions by 90%. In FY25, compared to FY24 our Scope 1 emissions decreased by 17% and Scope 2 market-based emissions increased by 4%. We are also working towards sourcing 100% renewable energy across our owned and operated sites 4 as this is a key mechanism to reduce our Scope 2 emissions. During FY25, 47.4% of the electricity consumption for our owned and operated sites globally came from renewable sources. In EMEA this totalled 92.8% of electricity consumption across our owned and operated sites. 95.5% of our UK electricity consumption also came from renewables during FY25. This year, we developed and agreed a plan to achieve our renewable electricity target involving the purchase of renewable energy certificates for sites supplied by conventional grid electricity sources. This is a temporary solution so at the same time, we will transition our remaining non-renewable electricity contracts in a phased approach for our owned and operated sites globally. COMMITMENTS SUPPORTED: + Net-Zero by FY40 + Renewable electricity across all owned and operated facilities by 2025 3. The FY24 Scope 1 and 2 figures disclosed in our previous Annual Report have been updated due to increased data availability. 4. All renewable electricity consumption percentages cover the scope of sites which are within Dr. Martens operational control. This excludes sites which are landlord controlled. STRATEGIC REPORT 55 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Streamlined Energy and Carbon Reporting (SECR) Statement Emissions data in respect of the FY25 reporting period is as follows: FY24 emissions (tCO 2 e) FY25 emissions (tCO 2 e) GHG Protocol Scope Sub-category UK Global UK Global Scope 1 Combustion of fuel and operation of facilities 383 663 234 568 Scope 1 Combustion of fuel from owned or leased vehicles 70 239 33 182 Total Scope 1 453 902 267 750 Scope 2 (Location-based) Purchased energy 627 2,856 600 2,911 Scope 2 (Market-based) Purchased energy 270 1,963 243 2,036 Scope 1 and 2 (Location-based) 1,080 3,758 867 3,661 Scope 3 (grey fleet only) Grey fleet 14 50 17 92 Total emissions (Location-based) 1,094 3,808 884 3,753 Total energy use (kWh) 4,506,772 11,989,546 4,013,373 11,620,087 Turnover (£ million) – 877.1 – 787.6 Intensity ratio (tCO 2 e/£100,000) – 0.44 – 0.48 + The reporting period for SECR is 01/04/24 – 31/03/25 and covers Dr. Martens plc and other Group companies + This 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 greyfleet emissions in FY25 are global, whereas in FY24 greyfleet emissions were limited to the UK and the USA. Our complete Scope 1-3 emissions are calculated one year in arrears due to the complexity of the data collection process; our FY24 footprint including full Scope 3 emissions can be found on page 55 + The methodology used is based on the principals of the Greenhouse Gas Protocol, taking into account the 2015 amendment which sets out a ’dual reporting’ methodology for reporting on Scope 2 emissions + 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 US grids. Location-based emission factors have been sourced from DEFRA for UK grid, eGRID for US subregion grids, IEA for other country grids, and Ecoinvent if not available from the above sources + 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 US 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 FY25 this included all refrigerant gases, <1% of Scope 1 transport emissions and 33% of Scope 3 greyfleet emissions + This year we validated renewable electricity contracts at applicable sites in the USA. We have recalculated FY24 Scope 2 emissions, to include renewable electricity consumption where applicable, which led to a 9% reduction in global market-based emissions from previously reported FY24 figures. As part of this recalculation, we also updated the FY24 Scope 1 emissions in line with the latest climate science and best practice methodologies updated annually in our third-party emissions measurement solution. This led to a 6% reduction in Scope 1 emissions globally compared to previously reported FY24 figures + Dr. Martens appointed a third party to provide independent limited assurance of the FY25 SECR Disclosure, in accordance with International Standard on Assurance Engagements (ISAE) 3410 ENERGY EFFICIENCY In conjunction with transitioning to renewable electricity across our estate, we are continually improving energy efficiency at our owned and operated sites. This year, we completed the final phase of LED light retrofitting at our distribution centre in the UK, replacing fluorescent lighting with preferred LED alternatives. In addition, we installed PIR sensors in areas requiring intermittent lighting at the Made In England factory sites. CLIMATE RISKS AND OPPORTUNITIES We continue to advance our understanding of our climate risks and opportunities and their potential financial implications on our business. This includes work by our TCFD Steering Committee to: + Integrate climate risks and opportunities (CROs) into our financial planning and reporting, governance and risk management processes + Incorporate climate change risks into the business principal risks For further details on our CROs, including related mitigation actions, see our full Task Force on Climate- related Financial Disclosures (TCFD) disclosure (page 81). This includes case studies on alternative materials, production standards and resilience in our supply chain against heatwaves. WHAT’S NEXT? Next, we plan to continue to develop our decarbonisation strategy, using our emissions management tool to model GHG emissions reductions and measure progress towards our SBTs. Next year we will also implement our renewable electricity transition plan across our own operations. 56 DR. MARTENS PLC ANNUAL REPORT 2025 56 Operations Why it matters Driving operational excellence is integral to achieving our sustainability commitments. It’s the key to unlocking greater efficiency, improving data accuracy, and creating lasting benefits for both our business and the environment. It’s about responsibly managing our waste and chemicals, applying sustainable environmental standards, and building a resilient and responsible supply chain. Engaging with our suppliers is essential to this effort, and it is our responsibility to offer them the necessary support. For more information on how we responsibly manage our supply chain, see page 72 Our commitments ENVIRONMENTAL IMPACTS FROM SUPPLY CHAIN MANUFACTURING PROCESSES + Environmental certification standard to all Tier 1 suppliers by 2025 WASTE MANAGEMENT + Minimise waste and ensure zero waste to landfill across the full value chain by 2028 CHEMICALS MANAGEMENT AND PRODUCT COMPLIANCE + Support suppliers to adopt best practice chemicals management by 2025 Most of the environmental impacts from making our products are of an indirect nature, and take place across our supply chain partners, who we actively manage and engage with (page 72). Despite this, we are striving to apply the highest environmental standards at our own operations, including at our Made In England (MIE) factory. Responsibly managing our operations We monitor our MIE factory in the same way as our third-party product suppliers, against the Workplace Conditions Assessment (WCA) on-site audit protocol which assesses a range of topics from labour conditions to health and safety. During FY25, 100% of our Tier 1 and Key Tier 2 suppliers audited against the WCA protocol met our high standards, and the MIE factory achieved full compliance. For more information on the WCA audit, see page 73. The MIE factory also retained its certification to the ISO 14001 environmental management system standard and continues to apply a range of initiatives to minimise its environmental impact. Initiatives include the use of efficient automatic material cutters, PVC waste recycling (both in its own production process and through a partner that recycles it into new footwear) and the production of ‘deadstock’ products (see page 58). The factory also runs on a renewable energy tariff. DR. MARTENS APPRENTICESHIP SCHEME The Dr. Martens apprenticeship scheme is a 15-month course held at our MIE factory. Apprentices learn about footwear production including the process of manufacturing Dr. Martens products. Other topics covered include the tanning process, sizing, footwear construction, environmental impact and health and safety. The scheme is closely supported by Northampton College and graduate apprentices are offered a role at Dr. Martens following successful completion of the course. It has also supported female employees to enter an industry which has historically been male dominated. Many graduates of the scheme are still working across the business, some having moved into office-based and management roles. Reducing the impact of our supply chain Throughout FY25 we have placed a large focus on supplier engagement. We believe providing the right support to our suppliers is one of the most pivotal steps in helping them to reduce their environmental impacts. Almost half of our Tier 1 suppliers have reported to us that they have an environmental management system already in place, for example ISO 14001 or Higg FEM. This provides us with a good insight into the level of understanding on environmental management across our Tier 1 suppliers and will help in our engagement with them moving forwards. What we’re doing... Scan the QR code to meet some of our apprentices and discover more about the MIE apprenticeship scheme. STRATEGIC REPORT 57 DR. MARTENS PLC ANNUAL REPORT 2025 FOCUS Flowing down responsible environmental standards in our supply chain In FY25, we updated our Master Supplier Agreements (MSAs) to include additional environmental obligations. The MSA is a collection of contractual agreements we ask our Tier 1 suppliers to comply with. The update includes clauses relating to: + Minimising energy and natural resource consumption + Minimising waste and the promotion of sustainable land management practices + Avoiding landfill and the expectation to prioritise recycling + Ensuring zero deforestation + Avoiding the use of hazardous or polluting materials Our MSAs now require relevant suppliers to apply our defined Environmental Standards which are included in each contract and require their permitted subcontractors and their suppliers to do the same. Suppliers must also record and submit data on specific sustainability performance metrics. These range from waste generation and disposal through to electricity and water consumption. This year we also engaged with select Tier 2 suppliers to confirm their adherence to our policies. SUSTAINABILITY CONTINUED COMMITMENTS SUPPORTED: + Net-Zero by FY40 (target validated by SBTi) + Minimise waste and ensure zero waste to landfill across the full value chain by 2028 + Support suppliers to adopt best practice chemicals management by 2025 WASTE We are focused on generating better supplier insight as we work towards zero waste to landfill across our full value chain by 2028. In FY25, we expanded the collection of waste and environmental data across more of our suppliers to better understand our indirect waste impacts, particularly for leather and PVC (see below). We also monitor waste generation at key sites across our UK operations. Our UK distribution centre and Made In England factory were zero waste to landfill during FY25. In FY25 we continued to utilise leather waste in our products, diverting tonnes of landfill waste in the process. This included the first full year of sales of products made from Genix Nappa, a reclaimed leather material made from recycled leather offcuts that would otherwise have been sent to landfill. We also launched new product lines using Genix Nappa following the success of the initial range. By using this material to make these products, we prevented 23 tonnes of leather waste from being sent to landfill. In parallel, we saw the second full year of sales of our ‘deadstock’ product line, made from leather left over from our previous seasons. This initiative has enabled us to use our existing deadstock materials to date. As well as using waste in upper materials, the manufacture of our PVC outsoles also utilises waste during the process. Our outsole suppliers recycle waste PVC produced during outsole manufacturing, and reinject it into the process. ENHANCED SUPPLIER WASTE DATA COLLECTION In FY25, we expanded the collection of waste and environmental data from all our Tier 1 suppliers (including suppliers of outsoles and accessories). This information was previously only collected on a regular basis from our Tier 1 footwear factories. We also initiated on-site data verification visits at selected Tier 1 suppliers, including at several of their waste contractors. The aim was to better understand their waste handling processes and procedures. We have not undertaken this level of waste verification before and the exercise revealed valuable insights. Preliminary results suggest that our Tier 1 footwear factories account for around 95% of waste generation across our Tier 1 suppliers, with outsole and accessories suppliers accounting for the remaining 5%. It also showed us that waste disposal to landfill is very minimal among our Tier 1 suppliers. The data is being reviewed by a cross-functional working group to help inform our supply chain management practices and inform next steps to reduce waste and achieve our zero waste to landfill target. COMMITMENTS SUPPORTED: Minimise waste and ensure zero waste to landfill across the full value chain by 2028. 58 DR. MARTENS PLC ANNUAL REPORT 2025 58 In FY25, we also continued to seek innovation opportunities to recycle post-consumer materials into new componentry. This included a trial to recycle our PVC outsoles into new Dr. Martens outsoles. This trial is ongoing at our MIE factory, using recycled PVC from our product recycling partner in the EMEA region. For more information on our efforts to achieve product circularity, see pages 68 and 69. CHEMICALS We embed management systems to comply with all relevant chemical-related regulations through our chemical management system and Restricted Substance List (RSL). These cover our own operations and our Tier 1 suppliers, who cascade relevant requirements to their suppliers. We carry out ongoing RSL testing on components and finished products, plus relevant certification reviews. We also require Tier 1 and Key Tier 2 suppliers to sign our General Material Requirement Policy (GMRP) to ensure their inputs comply with relevant product safety legislation, among other requirements. WATER Leather tanning represents a significant area of impact in terms of water use and wastewater emissions. This is why we require our Tier 1 suppliers to only purchase leather from Leather Working Group (LWG) certified tanneries. These tanneries are compliant with the LWG audit protocol, which requires more responsible water consumption and is aligned with the Zero Discharge of Hazardous Chemicals (ZDHC) 1 requirements. In FY25, 100% of our leather came from LWG certified tanneries. We collect water use data and other environmental indicators from our Tier 1 supplier factories on a quarterly basis, giving us valuable insight into their environmental management. Water consumption is also monitored across our own operations. For more information on how we responsibly manage our supply chain, see pages 72 and 73 1. ZDHC is dedicated to reducing the apparel and footwear industry’s chemical footprint through the implementation of the ZDHC Manufacturing Restricted Substances List. WHAT’S NEXT? We continue to work towards our commitment of having an environmental certification standard in place for all Tier 1 suppliers. We are prioritising supplier engagement and the verification of supplier waste data, both of which are necessary first steps. The selection and implementation of a third-party environmental management system for our Tier 1 suppliers is taking longer than anticipated due to prioritisation and resource, however we remain committed to continuing this process. We will continue working with our Tier 1 suppliers to monitor and minimise manufacturing- related waste, including through benchmarking and corrective action plans. STRATEGIC REPORT 59 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED PRODUCT Highlights Our products are iconic, timeless and durable. We are building on our proud heritage by working to prolong the life of our products and reduce the environmental impacts of the materials we source. We are also developing profitable repair, resale and end-of-life solutions for our products. These initiatives will help us to achieve our long-term vision of a regenerative and circular product lifecycle with a lower carbon impact. MATERIALS 100% of footwear made from sustainable materials by 2040 100% of the natural materials in products from regenerative agriculture by 2040 Remove fossil-based chemicals from products by 2035 PACKAGING 100% of packaging to come from recycled or other sustainably sourced material by 2028 LIFECYCLE 100% of products sold to have a sustainable end-of-life option by 2040 For additional commitments, see pages 61, 66 and 67 RELATED UN SDGs For more information, see our SDG mapping exercise at: drmartensplc.com Focus areas and commitments 97% of leather traced to the abattoir through collaboration with our leather supply chain 100% of our leather comes from LWG certified tanneries with 99% rated Gold or Silver >10,000 pre-loved pairs sold through our USA resale channel, ReWair 43% of ReWair purchasers were new to Dr. Martens, bringing new consumers to the brand through resale 5,780 consumers able to wear their Docs footwear for longer through our UK authorised repair service 60 DR. MARTENS PLC ANNUAL REPORT 2025 60 Materials Why it matters The materials that go into our footwear underpin their iconic and timeless look, as well as their durability and comfort. They also determine the lifecycle impacts of our footwear, including their carbon footprint. Using more sustainable materials in our products represents our most significant opportunity to reduce our carbon footprint as we work towards our Net-Zero target. This is why we are developing innovative and more sustainable materials that are: + Durable and deliver the quality needed for our iconic footwear + Recycled, renewable and/or regenerative + Produced responsibly and meet our environmental and social standards As part of these efforts, we actively source leather from Leather Working Group (LWG) tanneries, while we work to achieve leather traceability and explore regenerative leather supplies. We are also trialling more sustainable options for our outsoles and other componentry, without compromising on their durability and comfort. Our commitments INNOVATION IN DESIGN AND SUSTAINABLE MATERIALS + 100% of footwear made from sustainable materials by 2040 + Sustainable alternative to outsoles by 2035 + Sustainable vegan upper material by 2028 LAND, BIODIVERSITY AND ECOSYSTEMS IMPACTS OF RAW MATERIAL PRODUCTION + 100% of the natural materials in products from regenerative agriculture by 2040 + Remove fossil-based chemicals from products by 2035 + Zero deforestation by 2025 + 100% leather traceability for all countries by 2024 1 + 100% upper leather from LWG by 2023 2 We are working to reduce the environmental impacts of our existing materials, while also developing innovative, lower-impact alternatives which are aligned to our definition of sustainable materials, which is set out in our DRP Sustainable Materials Criteria 3 . We collaborate with innovation partners and engage with existing supply chain partners to support these strategies. In FY25, we continued the rollout of the new Product Lifecycle Management system, including the upload of more seasonal data and material types. The system is delivering enhanced visibility across our product lifecycle and will provide a structured platform to help us manage and monitor our sustainable material commitments. Moving towards more sustainable leather Leather is our most widely used material. It is durable, easy to maintain and repair and is naturally comfortable. Qualities like these make it an ideal choice for crafting footwear. However, we acknowledge the potential environmental and ethical issues associated with leather. This is why we are focusing on the areas outlined in the table to the right. Given leather-related emissions are the most significant single source of our Scope 3 carbon emissions, the achievement of these commitments will also support our Net-Zero ambitions. We also participate in the LWG and are one of four brands represented on the LWG Executive Committee. The LWG Executive Committee exists to guide and develop the strategy and direction of the LWG, representing the interests of all stakeholders. Leather sourcing focus area Commitment Status Reducing processing impacts including sourcing from LWG certified tanneries 100% upper leather from LWG by 2023 4 100% (FY25) Enhancing traceability 100% leather traceability for all countries by 2024 1 97% (FY25) Zero deforestation Zero deforestation by 2025 Worked with industry experts to develop a Zero Deforestation Implementation Plan Supporting regenerative agriculture 100% of the natural materials in products from regenerative agriculture by 2040 Engaged in industry collaboration and trialled small volume from farm practising preferred agriculture methods What we’re doing... 1. While we very narrowly missed meeting this commitment by its deadline (achieving 97% traceability back to the abattoir by 2024), we are working with our tannery partners to achieve full traceability in the future (see page 62). 2. Commitment achieved in FY24. 3. Our DRP Sustainable Materials Criteria is a framework that enables us to ensure the materials we select are Durable, Recycled, Renewable and/or Regenerative and Produced responsibly. The full definition can be found on our website. 4. Commitment achieved in FY24. STRATEGIC REPORT 61 DR. MARTENS PLC ANNUAL REPORT 2025 SS25AW24SS24AW23SS23AW22SS22AW21SS21AW20SS20AW19SS19 61 58 64 70 73 80 80 87 84 89 84 97 97 SUSTAINABILITY CONTINUED ENHANCING TRACEABILITY Although the hides we use for leather are sourced from cattle reared for the food industry, traceability is essential to ensure that our products are not linked to deforestation or other negative environmental, social or animal welfare impacts. Despite traceability being so important for responsible leather use, it is an ongoing challenge that will require industry-wide collaboration. Some of the key reasons include the size and complexity of the cattle supply chain, lack of incentivisation to implement industry-wide leather traceability systems and the absence of a universal industry standard. In FY25, we took a step forward in our aim to improve the traceability of our leather supply chain. We undertook an exercise which identified that 97% of our leather is traceable back to the abattoir for the AW24 and SS25 seasons. This was validated by a third-party data gathering and risk mapping exercise which required collaboration with our tannery partners to map the abattoirs in our leather supply chain. We were also able to achieve traceability further upstream to the farm for a small volume of leather. This provided greater insight into our leather purchases and enhanced our visibility of the specific abattoirs which supply leather to our tannery partners. While we narrowly missed our commitment of 100% traceability to the abattoir by the end of 2024, we remain fully committed to achieving this in the future. The remaining 3% of abattoirs could not be mapped during the process because the tanneries either did not disclose or did not know the required information. We recognise that traceability in our supply chain is an ongoing journey for which collaboration and communication are key. We plan to continue to work closely with our tanneries to monitor traceability to the abattoir and to identify and verify the final outstanding abattoirs. The mapping exercise also provided valuable insight that will inform our regenerative agriculture and zero deforestation strategies (see opposite), and the verification of certification within our supply chain. We continue to work towards traceability to farm level, which is a more complex task. Industry-wide collaboration is needed to achieve farm-level leather traceability. We will continue to engage with key stakeholders to identify opportunities and work towards our targets in this space. OUR ENHANCED LEATHER TRACEABILITY METHODOLOGY 1 In FY25, we worked with an expert third party to comprehensively map beyond Tier 2, to the abattoirs in our leather supply chain. This included: Development of mitigating actions to address identified risks. Building of an interactive leather supply chain map, and analysis of the results to identify areas of potential deforestation and/or social risk exposure. Validation of the abattoir and tannery data, including follow-up engagement with tanneries where required. Structured engagement with the tanneries to gather actionable data on their facilities (e.g. environmental and social policies) and the abattoirs in our supply chain (e.g. locations and potential deforestation and social risk exposure). PLATFORM DEVELOPMENT DATA COLLECTION DATA VALIDATION MAPPING AND RISK ANALYSIS ACTION AND MONITORING Design of a bespoke supplier engagement and data gathering platform, aligned to Dr. Martens specific leather traceability requirements. TRACEABILITY TO THE ABATTOIR FOR LEATHER PURCHASES (%) 1. The data for AW24 and SS25 is based on the outputs of the third-party mapping exercise outlined above. This reflects an enhancement of our methodology, including the direct mapping of abattoirs in our supply chain (with the prior data primarily reflecting LWG tannery traceability scores) and the expansion of the assessment scope beyond upper leather to also include lining and accessories. Previously, our traceability percentage was based on LWG audit data, which assessed each tannery on the basis of what proportion of their leather was traceable back to the abattoir. 62 DR. MARTENS PLC ANNUAL REPORT 2025 62 AW25SS25AW24SS24AW23SS23AW22SS22AW21SS21AW20SS20 98 99 99 100 100 100 100 98 99 100 100 100 ADDRESSING DEFORESTATION The outputs from the third-party mapping of our leather supply chain have also informed the development of key next steps to track deforestation risks at a farm level. This will support the ongoing implementation of our Zero Deforestation Implementation Plan. Tracing data to the farm level is very challenging to do on our own. To address this, we continue to work with industry partners in this area, including through our representation on the LWG Executive Committee. Through the mapping of our leather supply chain, we also gained an understanding of how our suppliers are managing deforestation. For example, we established that a large proportion of our tannery partners have deforestation policies in place. SUPPORTING REGENERATIVE AGRICULTURE In FY25, we started to develop a regenerative agriculture strategy, with support from an expert organisation. The first step was to define regenerative agriculture as there is currently no universally-accepted definition. The definition we developed for regenerative agriculture is as follows: 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. We plan to use this definition to evolve our strategy and pursue opportunities to support regenerative agriculture in our supply chain, which also provides a good foundation as we work towards our zero deforestation commitment. MANAGING PROCESSING IMPACTS All of our leather is sourced from LWG certified tanneries. This helps us ensure we are only sourcing from leather manufacturers who are actively managing their environmental impacts. These tanneries apply responsible environmental management practices and comply with LWG environmental standards for energy use, water, chemicals and waste management 1 . For the SS25 season, 100% of our upper and lining leather came from LWG certified tanneries, with 76% certified Gold, 23% Silver and 1% Bronze (figures rounded to nearest whole number). UPPER LEATHER SOURCED FROM LWG CERTIFIED TANNERIES (%) 1. For information on the LWG, see leatherworkinggroup.com. STRATEGIC REPORT 63 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Exploring leather alternatives Leather is and will continue to be an important upper material for Dr. Martens in the future. At the same time, we are committed to developing lower-carbon alternatives as we work towards achieving our long-term Net-Zero and sustainable materials commitments. In FY25, we continued to test and assess a range of bio-based vegan upper materials, with a particular focus on maintaining our durability promise. We now have several vegan alternatives in development, pending final testing and wearer trials. OUTSOLES Most of our outsoles are made from durable, long-lasting PVC. The outsole manufacturing process produces minimal PVC waste and any waste which is produced can be reused in the production process. As we work to move away from fossil-based materials, we recognise the importance of creating lower-carbon, bio-based alternatives to PVC, which is an important part of our roadmap to reach Net-Zero emissions. In FY25, we advanced a trial of bio-based PVC. This followed rigorous testing to ensure it meets our aesthetic and performance standards, and sustainability criteria for materials. We plan to review the results of the trial in FY26 which will determine next steps. FOCUS Reclaimed leather, remade to last In March 2024, we launched our first products made from reclaimed leather, an innovative upper material developed to help address leather waste. Since the launch, we have sold over 20k pairs globally. Named ‘Genix Nappa’, the reclaimed leather material is made from recycling leather offcuts into a soft, lightweight material, without compromising on our renowned durability. More than 50% of the material is made from recycled pre-consumer leather fibres, with a synthetic textile core and water-based polyurethane (PU) topcoat. We have carried out rigorous pre-production testing and trials to ensure it meets our high standards, including our sustainability criteria for materials. Adoption of reclaimed leather marks an important step towards our commitment for 100% of our footwear to be made from sustainable materials by 2040. The life cycle assessment (LCA) for Genix Nappa also found that its production results in around 80% fewer carbon emissions compared to conventional leather. We have already launched seven product styles made from Genix Nappa, and we plan to build on this with the launch of several new options from AW25. We are now working closely with the supplier to identify additional product applications, further enhance the material’s sustainability performance and explore the creation of new materials. More information including how reclaimed leather is made can be found at drmartens.com. COMMITMENTS SUPPORTED: + 100% of footwear made from sustainable materials by 2040 + Net-Zero by FY40 + Minimise waste and ensure zero waste to landfill across the full value chain by 2028 OTHER COMPONENTS We continue to work on the development of a new insole that is partially made from bio-based PU. We are also carrying out late-stage research and development on bio-based alternatives for other chemical- based products used in our footwear, such as glues. WHAT’S NEXT? We will continue to work towards achieving our sustainable materials commitments. This will include a focus on advancing the areas of our strategy around sourcing lower impact leather, exploring bio-based alternatives to PVC, plus other leather alternatives. 64 DR. MARTENS PLC ANNUAL REPORT 2025 64 MOVING TOWARDS MORE SUSTAINABLE COMPONENTS We continue to use more sustainable content in our components, where possible. We have: 100% recycled content in luxe faux fur Organic cotton content in socks 100% recycled polyester content in cushioned insoles 100% recycled polyester content in laces 100% recycled polyester content in all standard heel loops 80% recycled polyester in metallic heel loops STRATEGIC REPORT 65 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Packaging Why it matters Using the right packaging ensures our products reach our consumers in perfect condition. It is a key area of resource use, which is why we focus on: + Reducing the packaging we use + Substituting existing packaging with recycled and/or more sustainable alternatives + Ensuring our packaging can be recycled Our commitments PACKAGING + 100% of packaging from recycled or other sustainably sourced materials by 2028 OPTIMISING AND MINIMISING OUR PACKAGING We are focused on optimising and reducing our packaging where possible, including through the removal of non-recyclable and difficult to recycle materials. We now use Forest Stewardship Certified (FSC) recycled cardboard across our standard shoe boxes, swing tags and the majority of our large cardboard shipping boxes. In addition, we have phased out non-recyclable shoe boxes for all our brand collaboration projects. This previously represented one of our most significant sources of non-recyclable packaging. We have also phased out swing tags for our collaboration shoe ranges and now only use these for collaboration accessories. During FY25, we continued with the phased removal of plastic foam inserts from ranges that do not require them for protective purposes. We have removed these inserts from 81% of our SS25 and 61% of our AW25 footwear ranges by volume. We continue to investigate a sustainable alternative for products that do require protection. What we’re doing... WHAT’S NEXT? We will continue phasing out the last of our non-recyclable packaging. This will include a focus on the continued removal of plastic foam inserts and swing tags, increased use of reusable and recyclable packaging, and the use of more sustainably sourced packaging materials. 66 DR. MARTENS PLC ANNUAL REPORT 2025 66 Lifecycle Why it matters Extending the life of our products reduces our impact on the environment and delivers even better value to our consumers. We are restoring used or damaged footwear and keeping our products in circulation through recommerce. We also offer an authorised repair service and practical guidance to our consumers to help them care for their footwear. We are working to develop more sustainable end-of-life solutions for when our products can no longer be repaired or resold and reach the end of their life. We collaborate with external partners to explore end-of-life solutions where there is currently a lack of options. These efforts are helping move our business towards a more circular model. Our commitments USEABLE LIFE + Offer options and guidance for wearers to maximise useable life by 2025 + All products align to sustainable design criteria by 2028 END-OF-LIFE + 100% products sold to have sustainable end-of-life option by 2040 SUSTAINABLE BY DESIGN We want sustainability to be built into our footwear at every stage of the product lifecycle. This starts with design. We run a Sustainable Design Training programme for our product creation teams. This helps embed our core product principles of timelessness, durability, functionality and sustainable material selection. In FY25, 98% of product creation team members completed this training. EXTENDING THE LIFE OF OUR FOOTWEAR Extending the usable life of our footwear helps us minimise our environmental impacts by reducing raw material consumption and post-consumer waste, plus the carbon emissions and other environmental impacts associated with the manufacture of new pairs. Our approach is focused on: + Care: Sharing guidance on how to properly care for our footwear through our marketing, sales and social media channels to help our wearers maximise the life of their Dr. Martens footwear + Repair: Keeping our footwear going for longer through our authorised, direct-to-consumer repair service (see page 68) + Resale: Giving our footwear and bags a new life by taking damaged or defective products and authenticating, cleaning and repairing them where needed to restore them for resale through our recommerce channels (see below) What we’re doing... OUR REPAIR AND RECOMMERCE JOURNEY FY23 FY24 FY25 Launched UK RESALE: RESOULED Resale of damaged or defective footwear and bags that have been returned to us. They are authenticated, cleaned and repaired where needed by The Boot Repair Company to restore them for resale through Depop. Launched UK AUTHORISED REPAIR Launched official direct-to-consumer repair of customers’ boots, shoes and bags in partnership with The Boot Repair Company. Launched USA RESALE: REWAIR Restoration of footwear and bags that were damaged, defective or received through customer trade-in. Restored products are sold through Dr. Martens ReWair website and given a second life. USA TRADE-IN TRIAL Offered customers the option to trade in pre-loved Dr. Martens footwear at select stores. Traded-in footwear was restored for resale, or sent to ‘next best use’, for example recycling or donation. IMPROVEMENTS AND EXPANSION + Machinery upgraded to expand our UK authorised repair service to enable repair of our iconic Quad soles + Trialled repair solutions for sandal styles + Provided customers with customisation options through authorised repair STRATEGIC REPORT 67 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED FOCUS Keeping our footwear on the go through repair In October 2023, we launched our direct-to-consumer repair service in the UK in partnership with The Boot Repair Company. Since then, we have repaired over 5,780 pairs of Dr. Martens boots and shoes for our consumers. This is helping our consumers to further extend the life of their footwear, while also enabling customisation of their products. We continue to receive exceptionally positive feedback on rating sites and social media. The service is run in partnership with The Boot Repair Company who are based in Leeds, UK. All repairs and customisations are carried out using the same machinery, outsoles and componentry that go into making Dr. Martens products. In FY25, we made further machinery upgrades to enable repairs to be made to a wider range of our products, including on our iconic Quad soles, and we are currently exploring solutions to enable repairs to be made on some sandal styles. In June 2024, we were proud to see our repair service shortlisted for the Best Sustainable Initiative at the Drapers Footwear Awards. WEARER STORY One of our wearers had her pre-loved childhood boots from the 90s restored, so that her toddler could give them a second life, 30years after she wore them herself. We are now: + Increasing efforts to raise awareness of our repair service + Working to expand the UK service to cover a wider range of our products + Actively engaging with potential repair partners in other markets, as we work to expand the service to more of our consumers COMMITMENTS SUPPORTED: + Offer options and guidance for wearers to maximise useable life in 2025 FOCUS Giving footwear a new life through resale Dr. Martens is known for making timeless and durable products. As we move towards a more circular business model, we are taking action to increase the usable life of our products even further, including through resale. Resale involves taking damaged or defective footwear and bags that have been returned to us or traded-in and authenticating, cleaning, repairing and restoring them for sale through our dedicated online platforms. In FY25, we continued to expand our branded resale channels including ReWair in the USA and ReSouled in the UK. Resale presents a significant commercial opportunity and is a key initiative within our business strategy. In addition to seeing promising sales growth, the platforms are helping to build brand loyalty and attract new wearers; 43% of our resale consumers in the USA are new to our brand (as of end of March 2025). Importantly, branded recommerce is also helping us achieve our long-term sustainability commitments. This includes our commitments to have sustainable end-of-life options for all of our products and to reach Net-Zero by FY40. Our externally verified carbon model indicates that a pair of Dr. Martens footwear sold through our recommerce channels generates 89% fewer GHG emissions than a newly purchased pair. REWAIR IN THE USA Since the launch of ReWair in March 2024, we have sold more than 10,000 refurbished products. ReWair products are authenticated, cleaned and restored by our specialist partner, before being sold via our online Dr. Martens ReWair store. In FY25, we trialled a trade-in initiative at two stores in the USA, where consumers were able to exchange their worn Dr. Martens products for a voucher to put towards their next purchase. Returned products were restored for sale via ReWair. Where this was not possible, they were sent to ‘next best use’, for example recycling or donation. RESOULED IN THE UK We continue to offer ReSouled in the UK, in partnership with The Boot Repair Company and hosted on Depop. Since its launch in April 2022, we have sold more than 13,000 refurbished products through the platform. ReSouled remains one of the most popular stores on Depop globally and continues to see exceptionally positive customer reviews. PLANS FOR THE FUTURE We plan to continue expanding these platforms in the USA and UK and are actively exploring the development of similar channels in other markets. COMMITMENTS SUPPORTED: + 100% of products sold to have a sustainable end-of-life option by 2040 + Net-Zero by FY40 + Offer options and guidance for wearers to maximise useable life by 2025 DRMARTENSREPAIRS.COM 68 DR. MARTENS PLC ANNUAL REPORT 2025 68 RECYCLING PARTNERSHIPS We aim to prioritise end-of-life solutions that are as high up our end-of-life waste hierarchy as possible, such as reuse, repair and recycling (see our FY23 Sustainability Report for more details). The footwear industry is faced with difficulties around the availability of local recycling infrastructures and practical circular solutions across different markets. This year we are taking action to tackle these industry-wide challenges through the ‘Closing the Footwear Loop’ project (see opposite). We work with external partners in our UK, EMEA, APAC and Americas regions to recycle footwear that cannot be repaired and resold. We are working with a European recycling partner to explore opportunities to use waste from the production process to create new materials. While it is still early in the research and development process, this is an exciting project which would unlock huge progress in our journey towards circularity. We have an ongoing trial using leather waste from recycled Dr. Martens products to make a new reclaimed leather material similar to Genix Nappa, and another trial recycling used PVC outsoles into new outsoles. We also continue to investigate additional recycling partnerships across our regions. TRADE-IN TRIAL In FY25, we launched trade-in at eight stores in London, where consumers can bring in worn-out footwear from any brand to receive money off a new pair of Dr. Martens boots. Traded-in footwear is sent to our partner, which recycles them into new items such as fittings for our stores or surfacing materials for playgrounds. Our aim is to restore Dr. Martens products returned via this initiative, and sell them via our ReSouled platform. In the USA, we also trialled a trade-in initiative as part of our ReWair platform (see page 68). COLLABORATION We have joined the ‘Closing the Footwear Loop’ industry collaboration initiative led by Fashion for Good. The project brings together many leading fashion and footwear brands, industry associations, advisers and innovators to address the challenges of circularity in the footwear industry. Over a two-year period, the project aims to map post-consumer footwear waste streams, establish a roadmap for circular footwear design and identify end-of-use innovations such as new technologies and business models to transform the current linear ‘take-make-dispose’ model into a circular one. END-OF-LIFE SOLUTIONS FOR OUR SAMPLES We use development samples in the product creation process to ensure that the final designs not only meet our durability and quality criteria but are also desirable for our wearers. As these haven’t undergone the stringent testing required for sale, we are unable to sell these on our consumer website or resale channels. We continue to develop sustainable end-of-life solutions for our pre-consumer samples across our markets, to build upon our sample recycling initiatives already established in the USA and EMEA. End-of-life recycling WHAT’S NEXT? Next, we plan to continue exploring the expansion of resale and repair to new markets, while continuing to grow our current offerings. We will continue to collaborate with key industry players, such as Fashion for Good, to address the challenge of circularity in the footwear industry. STRATEGIC REPORT 69 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED PEOPLE Highlights Our brand is driven by people, and we aim to create an environment where everyone can do their life’s best work. We’re implementing our diversity, equity and inclusion (DE&I) strategy to make sure our people feel included, accepted and empowered. Our approach is underpinned by our respect for human rights, including the rights of the people working in our global supply chain. We act courageously and show that we care by supporting a range of important social justice issues alongside the Dr. Martens Foundation. 100% of our Tier 1 and Key Tier 2 suppliers CSR audited met our high standards 88% of our employees say they can be themselves at work, showing our inclusive workplace For more, see People and Culture on page 44 DELIVERED DE&I training to HR leadership DIVERSITY, EQUITY AND INCLUSION ETHNICITY 30% underrepresented communities in senior leadership roles (GLT and direct reports) GENDER 50% women in senior leadership roles (GLT and direct reports) Increase non-binary colleagues from 2% to 4% globally Further information on how we approach Human Rights and Community, the other two focus areas of People, can be found on pages 71 and 76 RELATED UN SDGs For more information, see our SDG mapping exercise at: drmartensplc.com Focus areas and commitments The following commitments are to be achieved by 2027: 70 DR. MARTENS PLC ANNUAL REPORT 2025 70 Human rights WHAT’S NEXT? Next, we plan to implement the Global Human Rights Policy in a phased approach. We also plan to engage our suppliers and employees on human rights topics through training and further evolve our third-party due diligence processes. What we’re doing... ACTING WITH RESPECT We implement our human rights commitment through our DOCtrine (our business code of conduct), Supplier Code of Conduct, Migrant Worker Policy, Anti-Slavery and Human Trafficking Policy and DE&I strategy. Employees can use 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. 19claims were raised during FY25, including issues relating to employee relations, policy issues and discrimination. We actively manage potential human rights issues in our supply chain, including through our CSR monitoring programme. We also carry out human rights risk assessments for new sourcing countries. CSR MONITORING PROGRAMME We apply our CSR monitoring programme to Tier 1 and certain Key Tier 2 suppliers during the onboarding process. These suppliers are then subject to ongoing monitoring audits to ensure they continually comply with relevant labour laws and Dr. Martens policies. This includes our Supplier Code of Conduct. The Supplier Code of Conduct contains detailed supplier obligations. These are aimed at ensuring they respect the ILO core labour standards within their own workforces. The Supplier Code of Conduct also includes broader obligations relating to: + Safe and hygienic working conditions + Health and safety management + Living wages + Working hours that are not excessive + Regular terms of employment + The avoidance of harsh or inhumane treatment For more information on our supplier CSR audits, see page 73 ANTI-MODERN SLAVERY PROGRAMME We will never accept modern slavery in any form. We integrate anti-modern slavery and forced labour clauses into our supplier contracts and offer ‘Forced Labour and Ethical Trade’ training to all our employees. For more information on how we address modern slavery risks in our supply chain, see pages 72 and 73 and our full Modern Slavery Statement on our corporate website Why it matters Human rights are the foundation of a fair and thriving society. At Dr. Martens, we are deeply committed to upholding these values, ensuring that respecting our people is woven into everything we do. This commitment extends not only to our own employees but also to our global supply chain. We actively engage with our suppliers, raising awareness, fostering understanding and closely monitoring their practices to ensure that human rights are respected at every step. FOCUS Expanding our human rights programme Last year, we completed an independent human rights due diligence review. The process looked at our management practices in relation to human rights and provided recommendations based on upcoming legislation and industry best practice. One of the key recommendations was to implement a Global Human Rights Policy, which we developed throughout FY25. To ensure its effectiveness, we engaged a social enterprise specialising in labour exploitation to conduct a review and benchmarking exercise. The policy is compliant with the United Nations Guiding Principles on Business and Human Rights (UNGPs), the relevant International Labour Organization (ILO) Conventions and the Ethical Trade Initiative (ETI) Base Code. It is set to be rolled out in FY26 and covers: + Prohibition of Forced and Child Labour + Non-Discrimination and Equal Opportunity + Freedom of Association and Right To Collective Bargaining + Safe and Healthy Working Conditions + Fair Wages and Benefits + Work-Life Balance + Speak Up + Training and Development + Privacy and Confidentiality + Respecting and Protecting the Environment and a Just Transition Another key recommendation related to the expansion of our existing human rights programme was to cover a broader range of suppliers beyond product suppliers. We are currently examining how we can enhance our risk management practices with respect to all vendor types. STRATEGIC REPORT 71 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Responsibly managing our supply chain OVERVIEW OF OUR GLOBAL SUPPLY CHAIN We work with our third-party suppliers to achieve high levels of quality and sustainability. This includes: + Tier 1 suppliers (finished product manufacturers) + Key Tier 2 suppliers (suppliers of strategic components such as tanneries) + Tier 2 suppliers (suppliers of other components) Our Tier 1 factory list is shared on our corporate website and is updated every six months. For AW25, our planned Tier 1 footwear sourcing is 62% Vietnam, 31% Laos, 4% Thailand, 2% Pakistan and 1% in the UK. For further information on how we manage our supply chain, see pages 57 to 59, 71 and 73 and our Modern Slavery Statement which can be found on our website. MAKING AND SOURCING DISTRIBUTIONRAW MATERIAL CONSUMER PRODUCT END OF USEABLE LIFE RECYCLING PARTNERSHIPS RETAILING, ECOMMERCE, WHOLESALE CARE REPAIR RESALE EXTENDING LIFESPAN OUR SUPPLY CHAIN POLICIES Our Supplier Code of Conduct is based on the ILO Conventions and the ETI Base Code. It integrates a range of requirements around forced labour, child labour, subcontracting, homeworking and modern slavery. Suppliers are also subject to our supplier Environmental Standards. These documents are integrated into our Tier 1 supplier contracts, along with our: + Animal Derived Materials Policy + Anti-Bribery and Corruption Policy + General Materials Requirement Policy + Migrant Worker Policy 1 + Needle Policy Similarly, we have contractual provisions that require our agents, distributors and franchisees to comply with these policies. In FY25, we strengthened our contractual agreements with suppliers; see page 58 for more information. For all of our ESG policies, see page 78. SUPPLIER ENGAGEMENT Members of our CSR and Sourcing Teams are based in key sourcing locations and work directly with our Tier 1 and Key Tier 2 suppliers and their factories. These teams engage with our suppliers to support compliance and monitor progress against Dr. Martens’ social and environmental expectations. This helps us maintain transparent, collaborative and constructive relationships. It also helps us to quickly address any potential issues, including through corrective action plans. For more examples of supplier engagement and collaboration, see pages 35, 57 to 59 and 71. In FY25, we focused on enhancing our corrective action plan remediation process. This included compliance training for supplier personnel in Thailand, Laos and Vietnam to help them better understand the expectations attached to our CSR monitoring programme. We also conduct regular Tier 1 supplier conferences, focused on information sharing and open communication. The supplier conference held in November 2024 included a focus on waste management alongside other priority engagement topics. Content included our expectations around environmental and waste reporting, training on the waste hierarchy and next steps as we collectively work towards our zero waste to landfill and environmental certification commitments. For more information on waste, see page 58 and 59. 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 sub-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. 1. Based on the Dhaka Principles developed by the Institute for Human Rights and Business, and broader international best practice. 72 DR. MARTENS PLC ANNUAL REPORT 2025 72 SUPPLIER MONITORING We approve and monitor new and existing factories through our stringent CSR monitoring programme, which is based on: + Independent, third-party pre-production CSR audits at new Tier 1 and selected Key Tier 2 supplier factories + CSR monitoring of existing Tier 1 and selected Tier 2 suppliers, including tanneries and PVC granulate suppliers, through annual audits Suppliers are monitored against the Workplace Conditions Assessment (WCA) on-site audit protocol, which assesses risks around: + Labour: Including child labour, forced labour, discrimination, freedom of association, employment contract and discipline, harassment and abuse + Environment: Including regulatory compliance and certifications + Business practices: Including issues ranging from integrity through to data protection and competition law + Management systems: From social compliance policies through to the auditing of suppliers, subcontractors and labour providers + Wages and hours: Including working hours, wages and benefits + Health & Safety: Including work facilities, emergency preparedness, occupational injury, machine safety, safety hazards, hazardous materials and dormitories and canteens 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. In the rare event that a supplier fails in this regard, we may terminate the relationship. Some of the most common non-conformances identified this year included working hours and overtime and personal protective equipment (PPE). This year we have collaborated with suppliers on a number of occasions to remediate, which has improved engagement and transparency within our supply chain. During FY25, 100% of our Tier 1 suppliers which were audited against the WCA audit protocol scored 75% and above, achieving our expected high standards (FY24: 100%). 100% of Key Tier 2 suppliers audited against the WCA protocol also met our high standards, achieving 70% and above (FY24: 100%). The MIE factory also achieved full compliance in the WCA audit. THIRD-PARTY DUE DILIGENCE All new suppliers are subject to a due diligence process, including a Vendor Risk Assessment and compliance screening, as well as a new sourcing country approval process where required. This helps us to identify supplier risks, including ethical concerns and regulatory non-compliance. The stringency of the process depends on factors such as location, activities and contract value. In FY25, we continued to investigate how the application of human rights criteria can be improved across the due diligence process. WHAT’S NEXT? We will continue working with our suppliers to enhance data gathering and verification. This will help to support both our CSR monitoring programme and our waste and environmental performance management activities. STRATEGIC REPORT 73 DR. MARTENS PLC ANNUAL REPORT 2025 FY25FY24FY23FY22 21% 19% 22% 23% FY25FY24FY23FY22 44% 41% 36% 46% FY25FY24FY23FY22 4% 3% 6% 3% SUSTAINABILITY CONTINUED Diversity, equity and inclusion Why it matters At Dr. Martens, we believe that diversity is our unlock to create joy and cultivate unmatched experiences. We are committed to embedding this mindset into every aspect of our culture, leading with employees and extending to the impact of our leadership, how we interact with consumers, and our efforts to show up as a positive force for good in society-at-large. Our current work is focused on internal policies, practices and programmes and will extend to other areas over the coming years. Our commitments While we use the following commitments as one way to guide our progress, this is not the only way we measure success. Our DE&I programmes are designed to create equitable experiences for all employees and since setting these commitments our strategy has progressed. We plan to build upon our commitments over the next fiscal year, so they are reflective of our high ambitions across DE&I. ETHNICITY + 30% underrepresented communities in senior leadership roles by 2027 (GLT and direct reports) GENDER + 50% women in senior leadership roles by 2027 (GLT and direct reports) + Increase non-binary colleagues to 4% globally by 2027 In addition, we also aim to improve accessibility to our stores, website and offices for consumers and employees living with disabilities. This year has seen significant change in our workforce which means we have not been able to progress against our current ethnicity and gender commitments as hoped. We are focused on addressing this through our new strategy. How we’re doing Commitment 30% underrepresented communities in senior leadership roles by 2027 (GLT and direct reports) FY25 19% Commitment 50% women in senior leadership roles by 2027 (GLT and direct reports) FY25 41% Commitment Increase non-binary colleagues from 2% to 4% globally by 2027 FY25 3% Data from 31 March 2025. 74 DR. MARTENS PLC ANNUAL REPORT 2025 74 BUILDING OUR STRATEGY As a business, we know that we have better outcomes when our employees reflect the societies in which we operate and we strive to ensure that all employees experience the benefits of a diverse, equitable and inclusive culture. Our efforts are led by our DE&I Team, leadership and a passionate group of employee champions – including Employee Resource Groups (ERGs). The emerging strategy includes a focus on talent, leadership development, the consumer experience and social impact. NEW APPROACH TO DE&I At the end of FY25, we announced a new approach to advance DE&I across our business. This is based on three pillars: + Infrastructure and Narrative + Confidence and Capability + Employee Engagement KEY ACTIVITIES IN FY25 INCLUDED: + The delivery of DE&I training to our HR leaders to help them increase their capabilities and confidence around understanding, addressing and leading across DE&I topics + Launched one ERG and planned more for FY26, to provide further structure around community building, skills and leadership development, and innovation + Analysis of employee demographic data gathered via our Engagement and Inclusion Survey, to generate new insights around the employee experience for different employee populations What we’re doing... WHAT’S NEXT? The next fiscal year is oriented around embedding our emerging strategy both internally and externally, with a particular focus on building confidence and capabilities as well as employee empowerment and engagement. The programme will address the role that every employee plays in creating a diverse, equitable and inclusive culture that enables our people and teams to thrive. PROMOTING AWARENESS AND ALLYSHIP At Dr. Martens, we encourage our people to talk about the things that matter to them and matter to us as a global business. We engage in internal and external events to help build awareness among our people, promote allyship and encourage reflection. We also work with external organisations to advance our thinking. Programming is curated for global and local audiences and addresses a wide range of topics that support our ability to effectively work across cultures and geographies. Examples over the past year include: + Panel discussions, campaigns and talks from external organisations + Internal events for International Women’s Day exploring the experiences of women as creatives, leaders and community champions + Fireside chat with leading and upcoming fashion designers discussing their influences and creative processes + Employee-led regional community give back moments, for example, an initiative to write letters to elders in the LGBTQIA+ community and send support packages to trans people in the USA + Activities celebrating Hispanic Heritage Month, including discussions with leaders, community building around Loteria, a creative workshop and an open-mic event led by a local poetry collective + A panel discussion involving five LGBTQIA+ members of the EMEA retail team, focused on their experience at Dr. Martens, the expression of their identity and EMEA’s Pride retail window campaign + Fireside chat with emerging journalists and authors STRATEGIC REPORT 75 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED Community Why it matters We want to play a positive role in society, both within our local communities and at a global level. This is about acting courageously and showing we care. We also want our people to feel empowered to do the same. This means giving a voice to the issues that need raising, supporting the communities who need it and providing funding to the causes that matter to us. What we’re doing... DELIVERING CHANGE THROUGH OUR OWN ACTIONS We’re dedicated to making a meaningful impact in society. We remain committed to supporting social justice by championing the causes that matter to us. One way we do this is by donating to the Dr. Martens Foundation (see below). Both Dr. Martens and the Dr. Martens Foundation facilitate employee volunteering and fundraising, through the provision of two paid volunteering days for all full-time employees. Alongside the Dr. Martens Foundation, we also support employees to organise team fundraising events and volunteering days. During FY25, our people used their paid volunteering time for a wide range of causes across our regions. Examples included providing mentoring through a UK-based charity supporting men in or at risk of going to prison, and collecting and distributing provisions for a charity providing essentials to people in need based in Portland, USA. Through the Global Champions Network, employees are able to help shape the Dr. Martens Foundation. This includes involvement in the organisations funded by the Dr. Martens Foundation, nominating other charities to support and participating in the grant application review process. £824K donated to 24 organisations by the Dr. Martens Foundation in FY25 THE DR. MARTENS FOUNDATION’S FOUR PILLARS OF SOCIAL JUSTICE Protecting and respecting everyone’s human rights so that they can enjoy basic rights and freedoms Ensuring people are involved with decisions that govern their lives, particularly those that are marginalised and excluded in society Impartiality, fairness and justice for all people in society, with a focus on eradicating system inequalities and embedded biases People should have equal access to resources including education, healthcare and employment opportunities DELIVERING CHANGE THROUGH THE DR. MARTENS FOUNDATION The Dr. Martens Foundation is an independent grant-making charity that we helped establish in 2021. It champions social justice causes by addressing the immediate needs of underserved communities and underlying, longer-term drivers of injustice. Guided by its four pillars of social justice, the Dr. Martens Foundation has made grants through its Grassroots programme and its Right to Be programme. It has also made one-off grants to address emergencies. In FY25, the Dr. Martens Foundation fulfilled its funding commitments to existing partners and continued to: + Review and optimise its strategy, with the aim of maximising its impact + Develop a new and enhanced Grant Management System + Diversify its funding sources, exploring the potential of consumer donations and employee fundraising To date, Dr. Martens has provided £1.6m in funding to the Dr. Martens Foundation, including £800,000 in FY25. HUMAN RIGHTS PARTICIPATION EQUITY ACCESS 76 DR. MARTENS PLC ANNUAL REPORT 2025 76 1. In FY24, the programme awarded more than £1m in grants to a total of 59 partners. 2. In FY24, five organisations received Right to Be grants worth a total of £580,000. WHAT’S NEXT? The Dr. Martens Foundation plans to launch its new strategy in FY26 and align its grant making with the updated strategy. At the same time, it will build out avenues for stakeholders to contribute to its mission, including project visits, donation opportunities and volunteering. GRASSROOTS PROGRAMME The Grassroots programme enables our employees to nominate charities and grassroots organisations for support from the Dr. Martens Foundation. In FY25, eight organisations were awarded new funding. For the majority of the year, new awards 1 were paused pending the outcome of the Dr. Martens Foundation’s strategy review. Nonetheless, the Dr. Martens Foundation honoured its grant commitments to its four existing charity partners, with ongoing payments. It also provided additional grants of more than £9k combined, to support at-risk service users (including asylum seekers) during the 2024 UK riots. RIGHT TO BE PROGRAMME The Right to Be programme is designed to challenge the systems that perpetuate social inequities. It typically does this through higher-value, multi-year grants to charities that support issues such as female empowerment, LGBTIQA+ rights and racial justice. As with the Grassroots programme, new grants were paused in FY25 2 , although payments under existing multi-year grants continued to be honoured. These ongoing payments amounted to a total of £600k. Existing partners that continued to be supported in FY25 include: Partner The Women’s Foundation Outright International ReBit National Black Justice Coalition European Network Against Racism Project timeframe Dec 2022 to Jan 2025 Dec 2022 to Jan 2026 Apr 2023 to May 2025 Dec 2022 to Jan 2026 Jan 2023 to Feb 2026 Location Hong Kong Global Japan USA Europe Focus theme Women’s empowerment LGBTIQ rights LGBTQ+ rights LGBTQ+ rights & racial justice Racial justice Impact examples Support for the Women’s Foundation Mentoring Programme, Male Allies and Gender Equality and Inclusion Working Group, its STEM programme for underprivileged girls and improvements to its IT infrastructure. Funding for Outright’s research, grant making and advocacy programmes and its efforts to advance LGBTIQ equality. This includes a focus on humanitarian assistance, livelihoods and advocacy among policymakers. Support to help ReBit provide training for teachers and students on the needs and rights of the LGBTQ+ community. ReBit also helps corporations understand the needs of the LGBTQ+ community. Financing for the Coalition’s action hub, which helps Black LGBTQ+ communities and organisations engage decision- makers to advance policy solutions. Support for the development of a community engagement and movement-building model for anti-racism organisations. STRATEGIC REPORT 77 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED SUSTAINABILITY GOVERNANCE In FY25, sustainability topics discussed at Board meetings focused on: + Existing and emerging ESG regulation + The use of Genix Nappa in selected product ranges + Our ReWair initiative in the USA ESG horizon scanning reports are prepared and shared with the Board as and when there are relevant updates to share. The Sustainability Committee assists the Board by providing review and direction for the sustainability strategy. The Sustainability Committee is chaired by our Chief Executive Officer and includes our Chief Operating Officer, Chief Brand Officer, Chief Product Officer, General Counsel and Company Secretary and other key functional heads. In FY25, the Committee met on a bimonthly basis, with relevant working groups feeding into these meetings. Our working groups are focused on the following: + Operations Working Group: Ensuring high standards across our operations and supplier base, including the maintenance of strong CSR standards and the minimisation of environmental impacts + Materials and Packaging Working Group: Identifying and delivering sustainability improvements across all of our products and packaging + Lifecycle Working Group: Reducing the impact of our products throughout their lifecycle, from design through to end-of-life Our climate workstream is cross-functional and feeds into each of these working groups and the TCFD Steering Committee. It is aimed at reducing and reporting our Scope 1, 2 and 3 GHG emissions. In FY25, key areas of focus for the Committee included: + Progress around our recommerce business models in the USA and UK + Alternative materials, including our use of reclaimed leather and trialling bio-based alternatives to PVC + Leather traceability and addressing deforestation, including related supply chain risk mapping + The gathering and verification of Tier 1 supplier waste data In addition, our TCFD Steering Committee is responsible for our reporting against the requirements of the framework and related underlying analysis of climate- related risks and opportunities. It includes representatives from our Finance, Sustainability, Legal and Risk Teams. POLICIES Our ESG policy requirements are reviewed regularly by our Legal, Compliance and Sustainability Teams. Policies are developed using international standards and industry best practice. Our Internal Audit Team provides periodic, targeted reviews of our related policies and procedures to the Audit and Risk Committee. Key ESG policies include: + The DOCtrine, our business code of conduct, which includes a focus on: – 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 + Animal Derived Materials Policy + Anti-Slavery and Human Trafficking Policy + Global Sanctions Compliance Policy + Made In England Environmental Policy + Speak Up Whistleblowing Policy + Global Health and Safety Policy + Third Party Due Diligence Policy We are in the process of implementing a new Global Human Rights Policy which was developed throughout FY25 in partnership with an expert third party. It covers Dr. Martens’ commitment to respecting human rights (page 71). We are also in the process of implementing a Fraud Policy which will include addressing risk associated with greenwashing. These are in addition to our supplier policies (page 72). For further information visit drmartensplc.com The Board has ultimate responsibility for overseeing sustainability-related activities across the business, including our sustainability strategy. Sustainability plays a key role in our brand offering, reflected in the fact it is sponsored by our Chief Brand Officer and continues to be embedded across our organisation. 78 DR. MARTENS PLC ANNUAL REPORT 2025 78 SUSTAINABILITY COMMITTEE SUSTAINABILITY WORKING GROUPS OPERATIONS MATERIALS & PACKAGING LIFECYCLE CLIMATE Climate-related risks and opportunities are raised in each Sustainability Working Group DR. MARTENS PLC BOARD TCFD STEERING COMMITTEE RISK MANAGEMENT We assess risks related to ESG issues annually, as part of our overall enterprise risk management approach (pages 36 to 41). COMPLIANCE AND TRAINING We use our global, online compliance training platform to deliver policies and training materials (translated into relevant languages) across all of our regions on a consistent basis. All employees are offered training on the following modules: + Acceptable Usage + Cybersecurity (including new Redflags desktop training in FY25) + 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 The platform provides targeted, supplementary training and communications where needed. STRATEGIC REPORT 79 DR. MARTENS PLC ANNUAL REPORT 2025 SUSTAINABILITY CONTINUED SASB REFERENCE TABLE 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. 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 27 Tier 1 supplier factories (11 Footwear, 9 Accessories and Shoe Care, 7 Outsole). (2) For AW25 production we have 95 Tier 2 suppliers. Our supplier numbers fluctuate season to season. More information can be found on page 72. 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 Chemicals and Water sections within Operations on page 59. 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 Chemicals and Water sections within Operations on page 59. 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) 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 ZDHC and Dr. Martens wastewater requirements as outlined in our Environmental Standard. 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 FY25 our Tier 1 Made In England manufacturing site maintained its ISO 14001 certification. 48% 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. 87% of our tanneries 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 and surpassed our required CSR criteria. (2) 100% of the tanneries we source leather from are LWG certified, for which a recognised social audit is now a requirement. Across our Key Tier 2 supplier base, 100% have been audited to a labour code of conduct (either WCA assessment or other accepted social audit). (3) 100% of our Tier 1 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 FY25, 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 72 and 73). 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 Responsibly managing our supply chain (pages 72 and 73) or our latest Modern Slavery Statement. (2) Our priority climate-related risks can be found in our TCFD disclosure on page 81. 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 and Packaging (pages 61 to 66), TCFD Report (page 81) and Risk management (page 36). (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 In SS25 and AW25 100% of our leather came from LWG certified tanneries. 80 DR. MARTENS PLC ANNUAL REPORT 2025 80 TASK FORCE ON 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 (LR 9.8.6R). 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 Annex and applied it where relevant. TCFD Consistency Index This index table signposts to where disclosures are included in the FY25 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. This year, we undertook additional financial modelling to assess the impact of our priority climate risks and opportunities (CROs). However, we have made a deliberate decision not to quantify all of them as we believe it is essential that each quantification is meaningful and grounded in business value before we publish a financial outcome. TCFD INDEX TABLE 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 82 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 82 2. Strategy a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term Pages 83 and 84 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 84 to 87 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 88 and 89 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 Page 89 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 89 c. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management Pages 89 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 90 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 Page 90 c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets Page 90 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 OUR TCFD DISCLOSURES STRATEGIC REPORT 81 DR. MARTENS PLC ANNUAL REPORT 2025 OUR TCFD DISCLOSURES CONTINUED Summary overview of progress in FY25 In our FY24 TCFD disclosure, we reported that we were planning to conduct a double materiality assessment (DMA) during FY25 and would evaluate our CROs as part of this process. We did not proceed with the DMA this year because it was determined that if we are required to report against CSRD, it will not apply to us until a later date. Additionally, we were awaiting the outcome of the EU Omnibus regulation package before moving forward with the DMA. We instead actioned the following: GOVERNANCE Provided detailed updates to the Board via the relevant Board Committees on climate-related matters. STRATEGY Continued to engage with stakeholders in the business to review the potential impact of our priority climate-related risks and opportunities. RISK MANAGEMENT Developed our approach to conduct financial impact modelling of three CROs to further understand the impact to the business. METRICS AND TARGETS Since our Net-Zero science-based targets were validated by the Science Based Targets initiative (SBTi) in FY24, we have used a third-party emissions management tool to measure our FY23 and FY24 carbon footprints. Executive bonuses continue to include elements linked to the achievement of specific climate and ESG-related targets. 1 Governance 1a. Board oversight The Board holds overall responsibility for overseeing sustainability and ESG matters across the business, including climate-related risks and opportunities. Sustainability updates, including climate risks and opportunities, are reviewed at Board meetings at least annually, enabling the Board to provide guidance and feedback on the sustainability strategy, priorities and targets, including our Net-Zero commitment. The Board is kept informed of relevant regulatory developments, including those related to climate-related disclosures, through ‘horizon scanning’ reports which are shared as and when there are relevant updates. This information supports the Board in its decision-making processes, including those related to strategy, risk management and business planning. Other sustainability and climate-related topics were also raised during Board meetings via CEO updates. In addition, sustainability and climate-related briefings are provided at the Audit and Risk Committee. The chair of the Audit and Risk Committee receives updates from the Director of Sustainability on ESG matters through regular meetings. Furthermore, climate-related targets were integrated into the performance criteria for the Executive Bonus Scheme throughout FY25 (see page 138). 1b. Management’s role The Dr. Martens sustainability strategy, Planet, Product, People, is supported by a robust governance framework (pages 78 and 79) that outlines strategic oversight, responsibilities and the flow of information between groups and to the Board. Sustainability Committee: The CEO chairs the Sustainability Committee, which holds overall management responsibility for climate-related issues and provides regular reports to the Board. Key areas of focus for the Committee in FY25 included leather traceability and addressing deforestation, recommerce offerings in the USA and UK, and alternative materials including reclaimed leather and bio-based alternatives to PVC. Sustainability Working Groups: The Operations, Materials and Packaging, and Lifecycle Working Groups report to the Sustainability Committee, providing updates on their progress against commitments and key metrics. 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. TCFD Steering Committee: The TCFD Steering Committee is comprised of the Finance, Sustainability, Internal Audit & Risk, and Supply Chain Teams, and works collaboratively to identify, monitor and manage climate-related risks and opportunities. The TCFD Steering Committee is chaired by the CFO, who has ultimate accountability for climate-related reporting issues. It provides updates to the Sustainability Committee, which is chaired by the CEO. Key outputs for FY25 included integrating CROs into our financial planning and reporting, governance and risk management processes, and incorporating climate change risk into the business principal risks. Recommerce Steering Committee: Recommerce represents a key climate-related opportunity for Dr. Martens, offering a way to extend product life and reduce overall environmental impact. Following the successful launch of ReWair in the USA, the Recommerce Steering Committee remained active to support a smooth rollout before transitioning into the Sustainability Committee to provide regular updates and ensure ongoing oversight. Sustainability Team: Dr. Martens has a team of internal experts with the expertise to advise on sustainability matters. In FY25, the Director of Sustainability reported directly to the Chief Brand Officer. The Director of Sustainability remains responsible for coordinating the Company’s approach to sustainability and climate-related issues. The Director of Sustainability also collaborates with the Internal Audit & Risk, and Finance Teams to incorporate climate- related financial data into business processes where relevant. The Sustainability and Climate Impact Manager oversees the day-to-day management of climate-related risks and opportunities across the business. This role includes attending all Sustainability Committee and TCFD Steering Committee meetings to ensure climate risks and opportunities are addressed, while providing specialised expertise. Employee engagement: The sustainability section of the employee induction has been refreshed this year, ensuring new hires understand Dr. Martens commitment to sustainability from the start of their employment. Additionally, the Director of Sustainability hosted a teach-in session with the new leadership team to brief them on the sustainability strategy and the emissions reduction targets, ensuring leadership is aligned and well-informed on the Dr. Martens sustainability goals. 82 DR. MARTENS PLC ANNUAL REPORT 2025 2 Strategy 2a. Climate-related risks and opportunities identified As outlined in our previous disclosures, we have identified eight key thematic categories of priority CROs through an assessment conducted with the Carbon Trust in FY22. To evaluate our business model and strategy, we utilise the Network for Greening the Financial System (NGFS) climate scenarios. By analysing these three scenarios, we gain insights into the potential risks and opportunities that could impact our business, supply chain and the broader economy, helping us anticipate and prepare for future outcomes. The NGFS climate scenarios are as follows: ORDERLY TRANSITION SCENARIO (1.5°C): The Orderly Transition scenario envisions the early introduction of climate policies that progressively become more stringent. In this scenario, both physical and transition risks remain relatively low. DISORDERLY TRANSITION SCENARIO (1.5°C-2°C): The Disorderly Transition scenario examines higher transition risks arising from delayed or inconsistent climate policies across different countries and sectors. It assumes that new policies will not be implemented until 2030, requiring strong measures to limit global warming to below 2°C. Physical risks are still relatively subdued, as warming is constrained to below 2°C. HOT HOUSE WORLD (4°C+): The Hot House World scenario assumes that global climate efforts fall short, resulting in significant global warming. With no new climate policies introduced or enforced, transition risks remain low, but critical temperature thresholds are surpassed, leading to severe physical risks. We continue to use the time horizons used in previous disclosures. They are: + Short-term: Less than 5 years + Medium-term: 5-10 years + Long-term: 10+ years Our eight thematic categories of priority CROs are as follows: + Two physical risks that could affect the business in a Hot House World scenario (4°C+ emissions scenario) include exposure to shifts in local climates and an escalation in the frequency and intensity of extreme weather events impacting the business and its value chain + Four transitional risks that could affect the business in an Orderly Transition scenario (1.5°C) or a Disorderly Transition scenario (1.5°C-2°C) involve the challenges of navigating a swift transition to achieve Net-Zero by 2050. Assumptions include evolving government policies, increased market pressures from competitors and the technology gap between current capabilities and the innovations required to meet Net-Zero targets by 2050 + Two transitional opportunities that could impact the business across all three temperature scenarios During FY25, the TCFD Steering Committee undertook further work to quantify more of the CROs to better understand their potential financial impact under different climate scenarios in order to assess Dr. Martens’ climate resilience. Using the priority CROs identified in previous years, we assessed an additional two climate-related risks and one opportunity. We applied the NGFS climate scenarios to the following priority CROs: heatwaves in Thailand, Laos and Vietnam, production standards and alternative materials. We also reassessed the CROs analysed last year and incorporated new information where available to our analysis on flooding risk in Ho Chi Minh City, carbon tax, and repair and resale. We have outlined an estimated financial impact range for these CROs, consistent with our risk management process. The impact categories reflect a potential decrease in operating profit for risks and a potential increase in operating profit for opportunities, factoring in the mitigation measures implemented by Dr. Martens. The case studies are available on pages 88 and 89.The risks and opportunities in our TCFD disclosure only reflect our climate-related risks and opportunities. For an overview of all of Dr. Martens principal risks, please refer to page 38 to 41. 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 83 DR. MARTENS PLC ANNUAL REPORT 2025 OUR TCFD DISCLOSURES CONTINUED HOW TO READ THE TABLE: In the case of riverine flooding, 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 riverine flooding are higher. In a Hot House World scenario, where inadequate measures have been taken to address climate change, the risks and likelihood of riverine flooding 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. Riverine flooding Acute PR2. Changes in temperature Chronic TRANSITION RISKS TR1. Carbon taxation Policy TR2. Production standards Policy TR3. Increased prices of input materials, processes and services Market TR4. Land-use & agricultural practices Market 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 and 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 on our business model, strategy and financial planning. Where feasible, we aim to mitigate cost pressures by improving procurement and sourcing efficiencies. Since our budgets and strategic financial plans are based on assumptions of going concern and viability, we have assessed the potential business and financial impacts of our priority CROs, aligning this assessment with the Company’s internal risk management process, as outlined in section 3a. This approach is consistent with the methodology established in the FY24 disclosure. In our FY23 TCFD disclosure, we provided an indicative gross impact for each CRO, offering a general estimate without specifying a financial range. In our FY24 disclosure, we enhanced our approach by specifying financial ranges and quantifying the estimated financial impact for three of our priority CROs. For this year’s disclosure, we extended our efforts to quantify the impact of two additional CROs: heatwaves and production standards. 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. 84 DR. MARTENS PLC ANNUAL REPORT 2025 In the table below, where the estimated financial impact category states ‘unquantified’, the TCFD Steering Committee decided that there was not enough data to support a meaningful quantification. More detail can be found in the case study for TO2: Alternative materials in section 2c of this disclosure. 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 – riverine flooding Timeframe: S M L The growing severity and frequency of extreme weather events could disrupt our value chain and negatively affect the production capacity of our third-party suppliers, potentially leading to significant impacts on our business. To gain deeper insight into the potential effects, we modelled a severe weather event – riverine flooding in Ho Chi Minh City, Vietnam – under a Hot House World scenario (4°C). This region was selected for further analysis due to the region’s high-risk score on the World Resources Institute (WRI) Aqueduct tool and the location’s importance to our sourcing strategy. We mitigate the impact of flooding on our value chain by diversifying our sourcing countries and Tier 1 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 riverine flooding, 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 Short term: Medium and long term: unquantified Chronic temperature changes, such as heatwaves and droughts, were identified as a key climate risk in our FY22 climate assessment. The focus was on raw material sourcing in the long term, particularly leather, due to its widespread use in Dr. Martens products and its connection to cattle farming. As we assessed the financial impact this year, we started looking at both the short-term and long-term risks of chronic temperature changes. Long-term temperature changes could reduce the availability of raw materials; however, we decided not to quantify this risk this year due to chronic temperature changes being harder to predict with precision and involving more gradual shifts over a long period, making it challenging to estimate their immediate financial impact. Instead, we identified another acute risk of heatwave events in the short term that are more tangible and have a clearer, more direct impact on operations that might affect our Tier 1 suppliers, particularly related to working conditions, which could lead to lower production capacity. The short-term impact of heatwaves in our value chain is mitigated in the same approach to flooding; through the diversification of sourcing countries and Tier 1 suppliers, counter sourcing of high volume new products, and spreading new product developments across factories. We have also engaged with our Tier 1 suppliers to ensure they are prepared and equipped to adapt to heatwave events by amending production schedules if needed. To better understand our exposure to the risk of chronic temperature changes in our sourcing regions, we need a clearer insight into where this risk could most significantly affect our operations. To achieve that, we have been working to map the traceability of key raw materials such as leather. We are making strong progress on leather traceability, with 97% of our upper leather traceable back to the abattoir for AW24 and SS25. Our long-term goal is to achieve traceability back to the farm, which will help us assess the impact of physical climate risks on our value chain. For more information on our leather traceability commitments and progress, see page 62 of our Sustainability Report. Additionally, diversifying our materials, as outlined in TO2, presents an opportunity to mitigate this risk. By reducing our reliance on conventional leather from high-risk areas, we can lower the potential impact of this risk. Target: 100% leather traceability for all countries by 2024 Status: 97% for AW24 and SS25 For more details, see page 62 Status: ongoing STRATEGIC REPORT 85 DR. MARTENS PLC ANNUAL REPORT 2025 OUR TCFD DISCLOSURES CONTINUED Risk Estimated financial impact category Risk description How we manage and mitigate the risk Metrics and targets Transition Risk 1. Carbon taxation Timeframe: S M L The introduction of carbon taxes and/or carbon trading markets could lead to increased input costs across the value chain. To better understand the potential range of impacts, we modelled two extreme emissions pathways for Dr. Martens: 01. Achieving Net-Zero by 2040, resulting in low emissions 02. Continuing Business-As-Usual (BAU) with no interventions, resulting in high emissions These pathways were assessed against the Orderly Transition scenario, where a steep and consistent increase in the tax price of a unit of carbon is needed to encourage industry decarbonisation, and the Hot House World scenario, where no new legislation or commitments are implemented and the tax price of a unit of carbon remains close to what it is in present day. There is a direct correlation between emission levels and exposure to the risk of carbon taxation – higher emissions result in greater exposure to carbon taxes. Therefore, the most effective way to mitigate this risk is to reduce our emissions in line with our SBTs, which were validated by the SBTi in October 2023. Additionally, page 53 of the Sustainability Report provides more information on the strategies we are implementing to decarbonise Dr. Martens. Target: Dr. Martens commits to Net-Zero GHG emissions across the value chain by FY40 For our full near and long-term SBTs, see page 53 Status: ongoing Transition Risk 2. Production standards Timeframe: S M L Policymakers could impose stricter decarbonisation standards on key supplier markets such as leather, PVC and packaging. The cost of meeting these standards, which could include the EU Deforestation Regulations (EUDR) and Extended Producer Responsibility (EPR) amongst other policies, could be passed down the value chain and onto Dr. Martens. See the corresponding case study in section 2c for further detail. Suppliers who hold environmental certification or have an environmental management system in place are already taking proactive measures to manage their carbon impact through energy, waste and water management. This helps mitigate the risk of new decarbonisation standards disrupting their production processes. To address the EUDR, we have a Zero Deforestation Implementation Plan, with next steps being to track deforestation risks to the farm level. We reduce our exposure to EPR by optimising and minimising our packaging wherever possible, and through the removal of non-recyclable and difficult-to-recycle materials (page 66). See the corresponding case study in section 2c for further detail. Additionally, by exploring and using alternative materials that are less carbon-intensive than our current ones, we reduce our vulnerability to the potential negative impact of imposed decarbonisation standards (see TO2). These alternatives may include bio-based substitutes for PVC and lower-impact leather. Target: 100% upper leather from LWG by 2023 (to be maintained going forward) Status: ongoing, 100% (for the AW25 season). See page 63 Target: Sustainable vegan upper material by 2028 and sustainable alternative to outsoles by 2035 Status: ongoing, materials in development. See page 64 Target: Environmental certification standard to Tier 1 suppliers by 2025 Status: 48% of our Tier 1 factories Target: 100% packaging from recycled or other sustainably sourced materials by 2028 Status: ongoing, see page 66 Transition Risk 3. Increased prices of input materials, processes and services Timeframe: S M L Unquantified The decarbonisation of materials and services could require higher levels of investment within the supply chain and owned and operated sites which could be passed downstream to or be absorbed by Dr. Martens. This could materialise as a price increase for inputs for virgin PVC and fossil fuel generated electricity from the grid. We are actively testing and trialling alternative materials, including a bio-based PVC outsole that meets our durability and quality standards, as we work towards our goal of developing a sustainable alternative outsole by 2035. For more details on our exploration of bio-based alternatives and progress, see page 64 of our Sustainability Report. During FY25, 47.4% of the electricity used at our owned and operated sites globally came from renewable sources, with EMEA achieving 92.8% and the UK 95.5%, helping to mitigate the impact of rising grid prices. Additionally, we have identified solutions to enable us to source renewable electricity for our owned and operated sites globally and aim to implement this by the end of the 2025 calendar year. Target: Sustainable alternative to outsoles by 2035 Status: ongoing, with materials in development, see page 64 Target: 100% renewable electricity across all owned and operated sites by the end of 2025 Status: ongoing Global = 47.4% of total 86 DR. MARTENS PLC ANNUAL REPORT 2025 Risk Estimated financial impact category Risk description How we manage and mitigate the risk Metrics and targets Transition Risk 4. Land-use & agricultural practices Timeframe: S M L Unquantified Procurement costs could increase as a result of global emission reduction efforts, due to less intensive practices and higher demand for lower impact materials. This would also negatively impact the risk area TR3 due to the potential cost uplift. The impact on Dr. Martens is challenging to model given the relatively far-removed upstream position and the systemic nature of these risks. It is assumed that prices of raw hides will increase proportionately with the decreased availability of land. It is not assumed that Dr. Martens suppliers could procure hides from other locations that would be less affected resulting in a lower price difference. We are looking to diversify our material procurement into alternative materials as part of our Net-Zero ambition, which we see as a key mitigation measure for this risk. See the ‘Alternative materials’ opportunity below (TO2) and page 64 of our Sustainability Report for more details on how we are exploring leather alternatives. Target: 100% of footwear made from sustainable materials by 2040 Status: ongoing, see page 61 to 65 Opportunity Estimated financial impact category Opportunity description How we manage and leverage the opportunity Metrics and targets Transition Opportunity 1. Repair and resale Timeframe: S M L Repair and resale presents a significant opportunity for Dr. Martens through the generation of revenue and profit based on the projected rates of growth for this new market. These markets are projected to have high levels of growth in all three temperature scenarios (Orderly Transition, Disorderly Transition and Hot House World) over the medium to long term. Recommerce also supports progress towards our targets to offer our consumers options to maximise the useable life of their products by 2025, for all products to have a sustainable end-of-life option by 2040, and reaching Net-Zero by 2040. Building a profitable repair and resale business model is a strategic project of our strategy. We successfully launched Dr. Martens first repair business model in the UK during FY23, and since then we have repaired over 5,780 pairs of Dr. Martens boots and shoes for our consumers. In FY25, we continued to expand our branded resale channels including ReSouled in the UK and ReWair in the USA. See page 68 of our Sustainability Report for further details. Target: 100% of products sold have a sustainable end-of-life option by 2040 Status: ongoing, transitioned the Recommerce Steering Committee to BAU, see section 1b Transition Opportunity 2. Alternative materials Timeframe: S M L Unquantified The alternative leather market presents a significant opportunity for Dr. Martens through the generation of revenue and profit based on the projected rapid growth of the market. Lower impact leather from regenerative sources and alternative materials such as reclaimed leather could also have the added benefit of reducing the emissions intensity per product. Identifying and using alternative materials could also reduce exposure to the Land-use & agricultural practices risk (TR4) listed above. It is assumed that Dr. Martens will be able to capture a market share similar to the one held in regular footwear, in equal proportion across the EMEA and USA. See the corresponding case study in section 2c for further detail. Dr. Martens is committed to working with suppliers to trial alternative and lower impact materials. In March 2024 we launched products made from Genix Nappa, a material derived from reclaimed leather offcuts destined for landfill. We have now launched seven product styles made from Genix Nappa, and we plan to build on this with the launch of several new options from AW25. We are working closely with the supplier to identify additional product applications, further enhance the sustainability performance of the material and explore the creation of new materials. In FY25, we continued to test and assess a range of bio-based vegan upper materials, with a particular focus on maintaining our durability promise. We now have several vegan alternatives in development, pending final testing and wearer trials. We are also beginning to develop a regenerative agriculture strategy to explore how regenerative leather could play a part in sourcing more sustainable leather. See page 61 of our Sustainability Report for further details. Target: Sustainable vegan upper material by 2028 Status: ongoing, materials in development. See page 64 Target: 100% of footwear made from sustainable materials by 2040 Status: ongoing, see pages 61 to 65 for more details on our progress STRATEGIC REPORT 87 DR. MARTENS PLC ANNUAL REPORT 2025 OUR TCFD DISCLOSURES CONTINUED 2c. Resilience of the business strategy The Orderly Transition, Disorderly Transition and Hot House World scenarios were applied across our selected priority CROs. The aim was to understand how the different scenarios impacted the risk or opportunity to better understand our business’s climate resilience. The CROs which were selected for case studies last year (PR1, TR1, TO1) were refreshed using updated data, and three additional CROs were chosen to be quantified this year (PR2, TR2, TO2). In the case of the quantified risks (PR1, PR2, TR1, TR2), no material impact on the business model or strategy was found. The climate-related opportunities (TO1, TO2) form key parts of the sustainability strategy, Planet, Product, People, and will be pursued regardless of financial impact due to additional value from increased business resilience, emissions reductions and providing sustainable end of life options for products. The findings are presented in the following case studies: PHYSICAL RISK: CHANGES IN TEMPERATURE (PR2) (SPOTLIGHT ON HEATWAVES IN THAILAND, LAOS AND NORTH VIETNAM) Heatwaves were originally categorised as a chronic physical risk in our previous disclosure. However, following a review of the Carbon Trust’s 2022 report, the TCFD Steering Committee chose to also assess them as an acute physical risk. The report identified heatwaves as a potentially significant short-term risk, just behind flooding, which led us to evaluate their immediate effects in addition to their long-term impacts. Heatwaves have an ongoing, widespread nature, in contrast to events like flooding, which was investigated for our FY24 disclosure, and typically have distinct start, end and recovery periods. Unlike localised disruptions, heatwaves can affect large areas over extended periods of time. For this case study, we focused on a cluster of our suppliers in Thailand, Laos and North Vietnam, as these regions are identified as high-risk areas on the World Bank Climate Change Portal (WBCCP) country risk profiles, making them key geographies to investigate. Defining a standard heatwave is challenging because different climates experience heatwaves in varying ways, even within the same country. We adopted the WBCCP’s definition: “a period of three or more days where the daily temperature exceeds the long-term 95th percentile of daily mean temperature”, ensuring a consistent and relevant measure across diverse regions. Our Global Supply Chain (GSC) Team engaged with our Tier 1 suppliers to understand any existing mitigation measure they might already have in place, and to better understand the effect that higher temperatures may have on their capacity output. Key findings from the supplier surveys showed that factory perceptions of risky temperatures differ substantially, and there was a direct correlation between supplier preparedness and how well informed and proactive the local government from that country was. Common risk mitigation practices focused mainly on worker safety and working conditions, instead of property or equipment damage. The information from supplier discussions was then translated into a number which represented capacity loss. This was modelled under the assumption of a Hot House World scenario, and then modelled as a key component of the ‘Severe but plausible’ scenario for the going concern model. This produced a potential financial impact for the risk of a heatwave event in the geographical cluster identified. We have existing mitigation measures in place to avoid supply chain disruption which could be applied in the event of a prolonged heatwave event if necessary. These include a diverse range of sourcing countries and the ability to counter-source high volume products. We will continue to engage with the view to minimise business disruptions to both Dr. Martens and to our suppliers. TRANSITION RISK: PRODUCTION STANDARDS (TR2) Policymakers could impose stricter decarbonisation standards on key supplier markets such as leather, PVC and packaging. The cost of meeting these standards, which could include the EUDR and Extended Producer Responsibility (EPR) amongst other policies, could be passed down the value chain and onto Dr. Martens. The TCFD Steering Committee sought to explore the potential impact that production standards could have since evolving environmental regulations and sustainability expectations are increasingly influencing industry practices. Stricter production standards, driven by government policies, consumer demand or industry initiatives, could significantly affect operational costs, supply chain dynamics and product development. Understanding the potential risks ensures that Dr. Martens can proactively adapt its processes, reduce exposure to non-compliance or reputational damage, and seize opportunities for innovation and efficiency. We assessed the potential impact of production standards on Dr. Martens by modelling the effects under both the Orderly and Disorderly Transition scenarios, assuming that existing policies, such as EUDR, tighten and those costs associated with sustainability-related fees, such as EPR, increase. Traceability is essential to ensure that our products are not linked to deforestation or other negative environmental, social or animal welfare impacts. We determined that 97% of our leather is traceable back to the abattoir for the AW24 and SS25 seasons, which was verified through a third-party data collection and risk mapping process. This involved close collaboration with our tannery partners to map the abattoirs within our leather supply chain. Additionally, we were able to trace a small portion of our leather back to the farm level, providing us with deeper insights into our leather purchases and better visibility of the specific abattoirs supplying leather to our tanneries. We will continue to work closely with our tanneries to monitor progress and develop solutions to trace and verify the remaining abattoirs. See page 62 for further detail. EPR policies aim to make producers financially and operationally responsible for the entire lifecycle of their products by encouraging them to reduce the amount of packaging used, amongst other things. Dr. Martens is focused on optimising and reducing our packaging where possible, and we now use Forest Stewardship Certified (FSC) recycled boxes across our standard shoe boxes, swing tags and the majority of our large cardboard shipping boxes. We also removed plastic foam inserts from 81% of our SS25 and 61% of our AW25 footwear ranges by volume. We continue to investigate a sustainable alternative for products that do require protection. See page 66 for further detail. Suppliers having environmental management systems (EMS) in place can also significantly contribute to mitigating the risk by ensuring that suppliers are aligned with current and future environmental regulations. These systems help suppliers reduce their carbon footprint, manage resources more efficiently and comply with evolving production standards related to emissions, waste and energy use. By implementing an EMS, suppliers stay 88 DR. MARTENS PLC ANNUAL REPORT 2025 ahead of regulatory changes and avoid potential penalties or disruptions that could arise from non-compliance with stricter climate-related production standards. 48% of our Tier 1 suppliers have reported to us that they have ISO 14001 (the internationally recognised standard for environmental management systems) or Higg FEM (a tool developed by the Higg Index to assess and quantify the environmental impact of product manufacturing facilities), or both, already in place. This provides us with a good foundation on the level of understanding on environmental issues across our Tier 1 suppliers and will help in our engagement with them moving forwards. The underlying risks in the production standards risk areas are reliant on industry-wide transformations which would require significant investment and technological change, which explains the medium-term timeframe by which the risks are expected to occur, and their low potential financial impact. TRANSITION OPPORTUNITY: ALTERNATIVE MATERIALS (TO2) This opportunity lies in the growing market for alternative materials, such as bio-based PVC and lower-carbon uppers, which are being developed to meet evolving consumer preferences, tightening regulations and increasing sustainability expectations. By exploring these innovations, Dr. Martens is better positioned to adapt to industry shifts while also easing potential cost pressures linked to traditional materials that may become more expensive in the future. As part of this effort, we are currently testing a bio-based PVC to ensure it meets both our aesthetic and performance standards, including our DRP (durable, recycled/renewable/regenerative, produced responsibly) sustainable materials criteria. We have also initiated the development of a regenerative agriculture strategy, in collaboration with an expert external organisation, to explore ways to lower the environmental footprint of conventional leather, an upper material that remains integral to our product lineup. At the same time, we’re actively exploring how lower-carbon alternatives can support our progress toward our long-term Net-Zero targets and sustainable materials commitments. One example is Genix Nappa, a reclaimed leather material created by recycling leather offcuts into a lightweight, soft material that meets our durability standards. We’ve already launched seven product styles using reclaimed leather and are planning to expand this offering with additional launches from AW25 onwards. 3 Risk management 3a. Processes for identifying and assessing climate-related risks IDENTIFICATION We integrate climate-related risks into our Group risk management framework, which is further detailed on page 36. Recognising the distinct nature of climate risks, particularly their long-term timeframe and associated uncertainty, we worked with external experts in 2022 to conduct a thorough identification and assessment of climate risks and opportunities (CROs), which we have continued to review to ensure these remain relevant. ASSESSMENT To prioritise the initial list of identified CROs, we evaluated them based on: + The potential financial or strategic impact on the business + The likelihood and sensitivity to each scenario + The rate of change expected (velocity of change) We applied the three climate scenarios (Orderly Transition, Disorderly Transition, Hot House World) outlined in section 2c. CROs that surpassed an internally agreed threshold were flagged as significant, prioritised for further analysis and added to our climate risk register (as detailed in 2a). Further scenario analysis, as summarised in section 2c, will be conducted annually on selected CROs. The choice of which CROs to analyse further will be influenced by updates in external factors such as policy and regulatory changes, as well as internal business changes like new materials or product lines. To evaluate the impact of climate-related risks on the business, we align with the Company’s internal risk management procedures. The materiality of these risks is outlined in the key above the table in section 2b. For risks where a financial materiality assessment has not yet been conducted, they are categorised as ‘unquantified’. In these cases, the indicative gross impact from the FY23 disclosure remains temporarily applicable. However, this impact does not fully align with the updated impact categories, so further modelling will be needed to match the new methodology. The business implications of these risks are discussed in the Strategy section on pages 83 to 89. 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 section on page 36). 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 is integrated into Dr. Martens broader risk management framework, and is subject to the same governance, annual review process and management attention as other risks recorded on our Group Risk Register. For FY25, the principal risk ‘Social and environmental’ has been amended to ‘Social, environmental and climate’. Climate risk had been previously disclosed as an emerging risk within the wider social and environmental risk. We recognise that climate change considerations will continue to drive many elements of our sustainability programme, and so we are now referencing this directly in our principal risk title. This change is outlined in the Risk section on page 36. We also recognise that climate impacts our other principal risks, particularly supply chain, brand and product, legal and compliance, and therefore climate is considered in the way we assess and mitigate those risks. Pages 38 to 41 include further detail on our principal risks. In order to further integrate climate within our approach to risk management and decision-making, climate risk is considered when assessing new supplier locations and partners. It is considered within our new country risk assessment process and, if relevant, it is also considered in the risk assessment and due diligence process for selecting new supplier factory locations. Findings are reviewed by the Operating Committee. STRATEGIC REPORT 89 DR. MARTENS PLC ANNUAL REPORT 2025 OUR TCFD DISCLOSURES CONTINUED 4 Metrics and targets We have several metrics and targets in place to monitor our priority climate-related risks and opportunities. These are outlined in the case studies on pages 88 and 89. 4a. Metrics used to assess climate-related risks and opportunities Progress against our Net-Zero target will be the main metric we use to assess our management of climate-related risks and opportunities. We have set absolute reduction targets 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). Dr. Martens commits to reach Net-Zero greenhouse gas (GHG) emissions across the value chain by FY40. Other metrics currently used to monitor our climate-related performance include: + Source renewable electricity across all owned and operated sites by 2025 (FY25: 47.4%) + Environmental certification standard to all Tier 1 suppliers by 2025 (FY25: 48%) We continue to work towards our other sustainability commitments which support our Net-Zero targets. Approximately 99% of our footprint comes from Scope 3 emissions, the majority of which come from our use of materials including leather, PVC and packaging. We have set targets to support sourcing of lower impact materials including: + 100% of footwear made from sustainable materials by 2040 + 100% of natural materials in products from regenerative agriculture by 2040 + 100% of packaging from recycled or other sustainably sourced material by 2028 4b. Scope 1, 2 and 3 emissions and related risks The table below contains the results of our FY24 carbon footprint. Our FY24 and FY25 limited Scope 1, 2 and 3 GHG emissions can be found in our SECR disclosure on page 56. For our FY24 footprint, we continued to calculate our emissions using a third-party emissions management tool, in line with the Greenhouse Gas (GHG) Protocol, which covered the FY24 period (April 2023 to March 2024). Our FY24 footprint captures the most recent and accurate data we have available for our Scope 3 emissions. Our FY25 Scope 1 and 2 emissions can be found in our Streamlined Energy and Carbon Reporting (SECR) disclosure (page 56). Scope FY24 GHG emissions FY24 % of value chain emissions Scope 1 902 0.5% Scope 2 – location-based 1 2,856 – Scope 2 – market-based 1,963 1.1% Scope 3 emissions 2 179,030 98.4% 1. Scope 2 (location-based) not included in the total or calculation. 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. Scope 3 emissions category FY20 GHG emissions FY24 GHG emissions FY24 % of Scope 3 emissions Purchased goods and services 181,941 134,422 75.08% Capital goods 15,747 6,546 3.66% Fuel and energy-related activities 378 928 0.52% Upstream transportation and distribution 22,434 14,213 7.94% Waste generated in operations 1 1,056 269 0.15% Business travel 4,324 3,412 1.90% Employee commuting 3,216 3,539 1.98% Downstream transportation and distribution 3,501 3,829 2.14% Use of sold products (indirect) 13 908 0.51% End-of-life treatment of sold products 7,649 10,169 5.68% Franchises 96 146 0.08% Investments – 649 0.36% 1. In line with the GHG Protocol, in our FY24 footprint we recategorised emissions associated with Tier 1 waste under the GHG Protocol Category purchased goods and services. Previously, these emissions were accounted for in the waste generated in operations. We use activity data to measure all our product emissions, and where available we used lifecycle assessments (LCAs) for our leather. This year, tannery-specific leather LCAs were used for 53% of the leather we purchased (compared to 49% for the FY23 footprint calculation), rather than using the generic emissions factor for leather. 4c. Climate-related targets and performance Targets relating to our climate-related risks and opportunities can be found on pages 85 to 87 and all other progress against sustainability commitments can be found throughout our Sustainability Report. 5 What’s next? Our next steps involve refreshing and aligning our sustainability strategy with the new business strategy to ensure both are integrated and mutually supportive. We will also begin preparing for International Sustainability Standards Board (ISSB) readiness, ensuring that our reporting processes align with the latest global sustainability disclosure standards. We will also continue to monitor developments related to Corporate Sustainability Reporting Directive (CSRD) requirements and assess the business’s preparedness for regulatory compliance. This will help us enhance transparency and accountability in our climate-related and sustainability efforts. 90 DR. MARTENS PLC ANNUAL REPORT 2025 NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT This section of the Strategic Report serves as Dr. Martens’ Non-Financial and Sustainability Information Statement, prepared in accordance with Sections 414CA and 414CB of the Companies Act 2006. The referenced information is incorporated through cross-references within this report. 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 6 and 7 Non-financial KPIs N/A N/A Key performance indicators 31 Principal risks Group risk management processes and procedures N/A Risk management and our principal risks 36 to 41 Environmental matters 1 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 36 to 41 Stakeholder engagement and section 172 statement: Environment and communities 35 Sustainability: Our commitments 48 to 80 Our TCFD disclosures 81 to 90 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 2 The DOCtrine Our employee code of conduct. Risk management and our principal risks 36 to 41 Sustainability 48 to 80 Sustainability: People 70 to 77 Stakeholder engagement and section 172 statement: Environment and communities 35 Stakeholder engagement and section 172 statement: Partners 34 Stakeholder engagement and section 172 statement: Suppliers 35 Stakeholder engagement and section 172 statement: Our people 33 The Rule Book Our employee handbook. Modern Slavery Statement N/A Anti-Slavery and Human Trafficking Policy This policy sets out our expectation of our people and their responsibilities in preventing slavery & human trafficking. 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 36 to 41 Stakeholder engagement and section 172 statement: Our people 33 Sustainability: People 70 to 77 Sustainability: Governance 78 and 79 The Rule Book Our employee handbook. Mandatory training on key policies N/A Social matters The DOCtrine Our employee code of conduct. Sustainability: People 70 to 77 Stakeholder engagement and section 172 statement: Environment and communities 35 Risk management and our principal risks 36 to 41 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. Sustainability: People 70 to 77 Audit and Risk Committee Report 145 to 153 Sustainability: Governance 78 and 79 Risk management and our principal risks 36 to 41 The Rule Book Our employee handbook. Our ‘Speak Up’ Whistleblowing Policy Our Speak Up Policy provides guidance on raising concerns around 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 Policy sets out the due diligence process to be 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. 1. Following 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 81 of our TCFD Report in the index table. 2. We are in the process of implementing a new Global Human Rights Policy which was developed throughout FY25 in partnership with an expert third party. It covers Dr. Martens commitment to respecting the human rights of our people and will be rolled out in FY26. On behalf of the Board IJE NWOKORIE CHIEF EXECUTIVE OFFICER 4 JUNE 2025 STRATEGIC REPORT 91 DR. MARTENS PLC ANNUAL REPORT 2025 GOVERNANCE 92 DR. MARTENS PLC ANNUAL REPORT 2025 94 Chair’s introduction to governance 98 Governance at a glance 100 Board of Directors 106 Governance Report 110 Our stakeholders 114 Our culture 120 Nomination Committee Report 128 Remuneration Committee Report 131 Remuneration Report 145 Audit and Risk Committee Report 154 Directors’ Report GOVERNANCE 93 DR. MARTENS PLC ANNUAL REPORT 2025 DELIVERING A STRONG GOVERNANCE FOUNDATION CHAIR’S INTRODUCTION TO GOVERNANCE GOVERNANCE HIGHLIGHTS APPOINTMENT OF NEW CEO Smooth succession process achieved P121 NON-EXECUTIVE APPOINTMENTS Secured two new Non-Executive appointments, further strengthening the Board P123 In addition to fulfilling its important regulatory purpose, our Governance Report offers an opportunity for us to provide shareholders with a window into the Boardroom. In it, we share insight into how we have provided oversight, constructive challenge and guidance to the business, with particular focus on driving progress in our strategic priorities, navigating the challenges of the period and managing a smooth transition to new leadership. We explain our key activities in FY25, summarise the topics we covered at Board meetings and those of our Principal Committees, and provide an overview of the skills, experiences and contributions of individual Board members. Dear shareholders, I am pleased to introduce and present the Board’s Governance Report for the financial period ended 30March 2025. 94 DR. MARTENS PLC ANNUAL REPORT 2025 OUR APPROACH TO THIS YEAR’S GOVERNANCE REPORT Continuing with the ‘less is more’ approach we adopted last year, our objective for FY25 was to produce a quality, engaging Governance Report which focuses on communicating its key messages clearly and concisely. To minimise repetition and strengthen the linkage between different sections, we have used extensive cross-referencing to clearly signpost where further relevant information may be found in other parts of the report or at www.drmartensplc.com. This includes our detailed, provision-by-provision response to the principles and provisions of the UK Corporate Governance Code (the Code), which is referred to in this report where appropriate and which can be found at www.drmartensplc.com/investors. Our statement of compliance with the Code and a list of page references indicating where relevant information is located within this Annual Report can be found on page 97. BOARD ACTIVITIES IN FY25 The Board’s priority topics and the range of other matters we reviewed and discussed at our meetings over the course of the year are outlined on pages 106 and 107, while the work undertaken by each of the Audit and Risk, Nomination and Remuneration Committees is set out in their respective reports from pages 145, 120 and 131. Outside of our regular Board meetings, we focused on supporting the handover of responsibilities from Kenny Wilson to Ije Nwokorie. I am pleased that this transition to the leadership of a new Chief Executive Officer (CEO) was both thorough, with Ije well prepared to take on his new role from January, and completed with minimal impact on day-to-day operations. We also continued to support Giles Wilson during his first full year as Chief Financial Officer (CFO). As we move into FY26, the Board will continue to ensure that our organisation is underpinned by robust governance processes and practices that support our strategic direction and key priorities under a new CEO, insight into which can be found in the Strategic Report on pages 14 and 15. BOARD APPOINTMENTS AND SUCCESSION Succession in critical leadership positions was an important area of focus for the Board during the period as we completed the transition to a new executive team which began in FY24, with Giles Wilson now established and performing well as our CFO and Ije Nwokorie commencing work as CEO in January. As we look forward to an exciting future under Ije’s leadership, we also thank Kenny Wilson for his significant contributions during his six years as CEO, which saw pairs more than doubling and £1bn in revenue achieved for the first time. With new leadership in place, we also took steps to strengthen the Board through additional Non-Executive appointments. A thorough search process overseen by the Nomination Committee culminated in February, with our announcement of the appointments of Robert Hansen and Benoit Vauchy to the Board. I provide a flavour of their experiences and backgrounds in my introduction on page 9, while full biographies of all Board members can be found on page 102. I am confident that, in Robert and Benoit, we have secured two new Board members of exceptional calibre and with a breadth of industry and business knowledge which will be hugely beneficial to us over the coming years. We have also made good progress in reshaping our core senior leadership team for the future, and will continue to drive this process forwards during FY26. Details of our Board and leadership succession and recruitment processes can be found in the Nomination Committee Report from page 120. EXTERNAL BOARD EFFECTIVENESS REVIEW Having completed internal Board Effectiveness Reviews led by myself and our Company Secretary in FY23 and FY24, we engaged external facilitators from specialist firm ghSMART to oversee and manage the process for FY25. The Board’s focus on supporting the CEO handover process over the course of FY25, together with the appointments in late Q4 of two new Non- Executive Directors, meant that this was a challenging period on which to base a review of our effectiveness, and we were mindful of the need to avoid distractions during this transitional period. However, we were also keen to ensure that the process was value-adding and provided meaningful insights into areas where we can focus our development going forwards. As a result, the review commenced later than would usually have been the case, and was completed in late May. SAFEGUARDING OUR CULTURE For a brand with the rich heritage and history of Dr. Martens, culture is something which has been shaped and refined by our consumers and our people over many decades. It cannot simply be agreed by committee and implemented by Board decree. The Board’s key role is in ‘setting the tone from the top’, and it has formal accountability for ensuring that the Dr. Martens culture is prominent, embedded across the organisation and reflected in how we do business. We have a number of methods for doing this, such as reviewing the outputs from our annual Engagement and Inclusion Survey and through the work of our Employee Representative Non-Executive Director, Robyn Perriss, and full details are provided from page 115. Further details on how the Board monitors the Dr.Martens culture can be found on pages 118 and 119 GOVERNANCE 95 DR. MARTENS PLC ANNUAL REPORT 2025 CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED Overall, I am pleased to confirm that the review was detailed, robust and provided us with constructive feedback to take forward into FY26. An overview of the process and ghSMART’s observations can be found on pages 126 and 127. ENGAGING WITH OUR STAKEHOLDERS Strong engagement between the Board and Dr. Martens’ key stakeholder groups through the range of channels available to us remains an essential lever for informing our thinking and guiding our decision-making on key strategic issues and how we operate as a business. Our stakeholder groups are clearly identified in the Strategic Report, together with details of how the business engaged with them during FY25, from pages 32 to 35. Continuing the approach taken in last year’s Annual Report, we have again included a separate section with the Governance Report providing more information about the range of ways in which the Board considered the interests of each of our stakeholder groups, as well as summarising the outcomes of our engagement with them. This is located on pages 110 to 113. For my part, I had a number of opportunities to hold meetings with investors during the year and was pleased to receive and discuss their feedback and perspectives on a range of relevant topics, from the challenges impacting our business to the undoubted growth potential of the Dr. Martens brand over the longer term. Robyn Perriss also continued her activities as our Employee Representative Non-Executive Director, hosting a number of employee listening sessions during the period and ensuring that the executive team and the wider Board were briefed on the highlights and key themes arising from those discussions. Robyn’s reflections on these sessions and on her employee representative role can be found in the Q&A on pages 116 and 117. ACKNOWLEDGING OUR PEOPLE In my opening remarks on page 8, I explained that FY25 was a period of transition for Dr. Martens; one which was punctuated by a mix of trading challenges in key markets and external headwinds, but which also saw us deliver our stated objectives for the year and take a number of significant steps towards returning the Group to long- term, sustainable growth. This is, above all, a testament to the talent and resilience of our global workforce, whose tireless hard work and dedication to the brand against a challenging backdrop strengthens my optimism for the years ahead, and I would like to thank them sincerely on behalf of myself and the Board. PAUL MASON CHAIR 4 JUNE 2025 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 PLC BOARD GLOBAL LEADERSHIP TEAM EXECUTIVE DIRECTORS Ije Nwokorie Chief Executive Officer Giles Wilson Chief Financial Officer COMPANY SECRETARY Katherine Bellau Company Secretary Details of the role of the Board at Dr. Martens and the division of responsibilities between key Board roles can be found at drmartensplc.com 96 DR. MARTENS PLC ANNUAL REPORT 2025 UK CORPORATE GOVERNANCE CODE 2018 COMPLIANCE In FY25, the Company conducted its annual assessment against the UK Corporate Governance Code 2018 (the Code). The Board acknowledges the updated 2025 version of the Code, which will take effect for the Company from the 2025/26 financial year beginning in April 2025. Consequently, the Company will report against the revised Code for the first time in its FY26 Annual Report. For the financial period ended 30 March 2025, the Board confirms that the Company applied the Principles and complied with all Provisions of the Code throughout FY25. Details regarding the Board’s considerations on the independence of Board Chair Paul Mason and Non-Executive Directors Tara Alhadeff and Benoit Vauchy are available on page 104. The application of the Code’s Principles during FY25 is demonstrated throughout this Annual Report, with page references for each Principle (A to R) provided in the table below. A comprehensive response to the Code is available in the ‘Governance’ section of www.drmartensplc.com, while the full text of the Code can be accessed on the Financial Reporting Council’s (FRC) 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 effectiveness Governance framework P109: C Board activities P106 and 107: A Our stakeholders P110 to 113: D, E Our culture P114 to 119: B Nomination Committee Report P120 to 127: B Audit and Risk Committee Report P145 to 153: C, E Chair’s Statement P8 and 9: A Sustainability Report P48 to 80: A Stakeholder engagement P32 to 35: D, E Business model P6 and 7: B Strategy P20 and 21: B People & Culture P44 to 47: A, B Risk management P36 to 41: C B Purpose, values and culture C Internal governance and controls D Stakeholder engagement and participation E Workforce policies and practices DIVISION OF RESPONSIBILITIES F Role of the Chair Board of Directors P100 to 105: F, G Delegating responsibilities P108: F, G, H Nomination Committee Report P120 to 127: H Audit and Risk Committee Report P145 to 153: C, E Chair’s Statement P8 and 9: F CEO review P14 and 15: G G Independence and division of leadership responsibilities H Non-Executive Director role and time commitment I Board policies, processes and resources COMPOSITION, SUCCESSION AND EVALUATION J Appointment processes, succession and diversity Chair’s introduction to governance P94 to 97: J Board of Directors P100 to 105: K Nomination Committee Report P120 to 127: J, K, L Chair’s Statement P8 and 9: J, K CEO review P14 and 15: J, K K Board skills, experience and knowledge L Board evaluation AUDIT, RISK AND INTERNAL CONTROL M Internal and external audit Audit and Risk Committee Report P145 to 153: M, N, O Risk management P36 to 41: M, O Going concern and viability P42 and 43: M, O N Fair, balanced and understandable O Principal risks, risk management and internal controls REMUNERATION P Aligning remuneration with strategy, purpose and values Remuneration Report P133 to 144: P, Q, R Remuneration Policy P132: Q Stakeholder engagement P32 to 35: P Measuring our performance P30: P Sustainability Report P48 to 80: P Q Remuneration policy development R Reviewing remuneration outcomes GOVERNANCE 97 DR. MARTENS PLC ANNUAL REPORT 2025 GOVERNANCE AT A GLANCE AT A GLANCE CONSIDERATIONS UNDER LR 6.6.6(9)-(11) The upcoming section provides graphical data highlighting the tenure and demographic diversity of the Board of Directors and the Global Leadership Team, the Company’s senior leaders directly under the Board. This required data, as prescribed by Listing Rule 6.6.6(10), illustrates the ethnic and gender diversity of the Board and GLT, as at 30 March 2025. This data was gathered via the voluntary and anonymous ‘Self-ID’ tool in the Company’s HR system. Additional details on Board composition, tenure, independence, diversity targets under LR 6.6.6(9) and data collection methods can be found in the Nomination Committee Report on page 120. BOARD TENURE AS AT 30 MARCH 2025 0-3 years Andrew Harrison, Giles Wilson, Robert Hanson and Benoit Vauchy 3-6 years Robyn Perriss, Lynne Weedall, Ian Rogers and Ije Nwokorie 1 6+ years Paul Mason, Tara Alhadeff GLT TENURE AS AT 30MARCH 2025 0-3 years Katherine Bellau, Graham Calder, Bridget Jolliffe, Ije Nwokorie, Giles Wilson and Mike Stopforth 3-6 years Derek Chan and Adam Meek 6+ years Geert Peeters and Erik Zambon GENDER IDENTITY OF SENIOR MANAGEMENT 2 AS AT 30MARCH 2025 Male (39 employees) Female (34 employees) 3 Prefer not to say (1 employee) 98 DR. MARTENS PLC ANNUAL REPORT 2025 REPORTING TABLE ON ETHNIC BACKGROUND OF THE BOARD AND THE GLT AS AT 30 MARCH 2025 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 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% 0 REPORTING TABLE ON GENDER IDENTITY OF THE BOARD AND THE GLT AS AT 30 MARCH 2025 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% 2 Not specified/ prefer not to say 0 0 0 0% 0% 0 1 Ije was a NED on Dr. Martens Board from Jan 2021 – Jan 2024 then CEO from Jan 2025. 2. Comprises GLT direct reports and subsidiary company directors that are not already captured in GLT or Board data on these pages. Confirmation of gender identity was provided on a voluntary basis. 3. Includes 11 who have not completed Self-ID. GOVERNANCE 99 DR. MARTENS PLC ANNUAL REPORT 2025 BOARD OF DIRECTORS FROM LEFT TO RIGHT | TOP ROW | Andrew Harrison Independent Non-Executive Director, Robyn Perriss Independent Non-Executive Director, Benoit Vauchy Non-Independent Non-Executive Director, Giles Wilson Chief Financial Officer, BOTTOM ROW | Katherine Bellau Company Secretary, Paul Mason Chair 100 DR. MARTENS PLC ANNUAL REPORT 2025 FROM LEFT TO RIGHT | TOP ROW | Tara Alhadeff Non-Independent Non-Executive Director, IanRogers Independent Non-Executive Director, Robert Hanson Independent Non-Executive Director BOTTOM ROW | Ije Nwokorie Chief Executive Officer, Lynne Weedall Senior Independent Director GOVERNANCE 101 DR. MARTENS PLC ANNUAL REPORT 2025 BOARD OF DIRECTORS CONTINUED MEET OUR GROUP BOARD The Board’s primary responsibility is leading the Company to deliver sustainable, profitable growth globally and drive long-term value for the shareholders of Dr. Martens plc. It sets a clear tone from the top by providing entrepreneurial leadership of the business and custodianship of the Dr. Martens brand. EXPERIENCE: Paul has had a long and varied career in the retail and consumer brand sectors, holding senior leadership roles in several well-known businesses. He was Chief Executive Officer of Somerfield plc, where he oversaw the restructuring of the company before its sale to Co-op in 2009. Paul also held roles as European President of Levi Strauss & Co and Chief Executive Officer of Matalan and Asda. In the past 14 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 has a deep understanding of Dr. Martens, gained from his tenure as Chair during the Company’s transition from a private to a listed company. His extensive career experience enables him to provide strategic and operational insight, as well as constructive challenge to the Board. Paul’s ability to promote collaboration and transparency has strengthened Board discussions and enhanced engagement with stakeholders. In FY25, his leadership and engagement with investors and the business proved invaluable during a period of transition in senior leadership, helping to ensure stability and continued success. Paul Mason CHAIR N Appointed: September 2015 EXPERIENCE: Ije brings a wealth of expertise in building and growing global consumer brands. He spent three years as a Non-Executive Director on the Board of Dr. Martens plc, providing strategic oversight before stepping into the role of Chief Brand Officer. As CBO, he successfully integrated Marketing, Product, Sustainability and Strategy, shaping the brand’s overarching vision and direction. Prior to Dr. Martens, Ije was Senior Director at Apple Retail, where he strengthened customer connections to the Apple brand. He also served as CEO of Wolff Olins, leading its global offices and helping businesses develop their brands for the digital era. HOW IJE SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: As Chief Brand Officer, Ije played a pivotal role in strengthening operational collaboration across the Product, Marketing and Strategy Teams, ensuring alignment to support Dr. Martens’ growth objectives. Now as CEO, Ije leverages his extensive experience in global business operations to drive the Company’s strategic growth. His insights into cultural trends, market dynamics and operational efficiency, combined with his leadership expertise, enable him to foster cross-functional alignment and maintain agility across the business in a competitive landscape. Ije Nwokorie CHIEF EXECUTIVE OFFICER Appointed: January 2025 EXPERIENCE: Giles brings extensive experience in financial markets and executive leadership, including roles at publicly listed companies. He joined Dr. Martens from William Grant & Sons Limited, a global spirits company, and previously served as CFO and later CEO at John Menzies plc. Giles has also held senior roles at Commercial Estates Group and Gallaher Group plc, gaining valuable expertise in operational management and branded goods. HOW GILES SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: With his broad financial expertise and leadership experience, Giles plays a key role in supporting Dr. Martens’ strategic goals. His experience with branded goods and listed companies equips him to provide the Board with valuable technical insights while ensuring compliance with regulatory and investor expectations. Through his leadership of the Global Finance Team, Giles refines financial processes to drive growth, adapt to market challenges and support the Company’s long-term goals. Giles Wilson CHIEF FINANCIAL OFFICER Appointed: May 2024 D D FY25 INCOMING BOARD DEPARTURES IN FY25 Kenny Wilson stepped down as Chief Executive Officer of Dr. Martens plc on 6January 2025 when he handed over to Ije Nwokorie. 102 DR. MARTENS PLC ANNUAL REPORT 2025 EXPERIENCE: Lynne’s career spans three decades, during which she has held both executive and non-executive roles across UK public and private companies. She has served as Group HR Director at Selfridges Group, Carphone Warehouse plc and Dixons Carphone plc, where she played a key role in managing merger integration. Lynne has also been a Non-Executive Director and chaired the Remuneration Committees at Greene King plc, William Hill plc and Treatt plc. Previously, Lynne held senior positions 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, Lynne has guided the Board with professionalism and care during a transformative year for the Company’s Senior Leadership Team. Known for her people-focused approach, her leadership has focused on advancing diversity, shaping succession strategies and fostering trust and transparency through employee listening sessions on remuneration. Her ability to offer fresh perspectives and practical solutions has been instrumental in addressing complex issues at both Board and committee levels. 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. Lynne Weedall SENIOR INDEPENDENT DIRECTOR Appointed: January 2021 EXPERIENCE: Robyn combines deep financial and governance expertise with a wealth of experience in the technology and media sectors. Before joining Dr. Martens, she held senior financial roles at Auto Trader, serving as Group Financial Controller, and later at Rightmove plc, a FTSE 100 company, where she was Finance Director until June 2020. At Rightmove, Robyn played a key role in driving strategic growth, improving governance frameworks and navigating the challenges of 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 brings clarity to complex issues by strengthening risk management, controls and assurance processes. Her financial expertise, capital markets experience and focus on ESG matters provide valuable support to the Board and Global Leadership Team. In her role as Employee Representative Non-Executive Director, Robyn engages directly with employees across the business, fostering open communication and encouraging honest dialogue. Robyn is also recognised as a trusted mentor to senior employees, who value her guidance and expertise. 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 of Next Fifteen Group plc. Robyn Perriss INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: January 2021 D A COMMITTEE MEMBERSHIP A Audit and Risk N Nomination R Remuneration D Disclosure E Employee Representative Director Chair A D N R N R E Ian Rogers INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: January 2021 D N EXPERIENCE: Ian has built a diverse career spanning digital innovation, luxury retail and consumer technology. Since 2020, he has served as Chief Experience Officer at Ledger, where he oversees its consumer-facing offerings and safeguards digital assets. Prior to this, Ian was Chief Digital Officer at LVMH, a role in which he continues to provide advisory support. Earlier in his career, Ian held leadership positions such as CEO of Beats Music and President and Chief Technology Officer at Mediacode. He also played a pivotal role in the early development of music-related businesses such as Apple Music and Winamp. HOW IAN SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: Ian’s expertise in retail, digital innovation and the music industry brings valuable perspective to the Board. His deep understanding of cultural shifts and emerging trends fosters productive discussions that help shape the Company’s strategic direction. Ian’s leadership in digital transformation, coupled with his experience in the USA, provides critical insights and industry connections that support business growth and innovation. OTHER APPOINTMENTS: Chief Experience Officer at Ledger. GOVERNANCE 103 DR. MARTENS PLC ANNUAL REPORT 2025 BOARD OF DIRECTORS CONTINUED EXPERIENCE: Tara has been a long-serving Partner at Permira, a global investment firm, 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 companies, playing a key role in major 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. Prior to joining Permira, she gained experience in investment banking at Morgan Stanley. HOW TARA SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: Tara brings continuity and deep corporate knowledge to the Board as its longest- serving member, having been instrumental in Dr. Martens transition from private ownership to a publicly listed company. Her expertise in the consumer sector and international markets strengthens the Board’s decision-making processes. Tara is highly regarded for her financial acumen, collaborative approach and ability to ask insightful questions, all of which contribute to effective governance. Additionally, her role facilitates strong engagement with the Permira funds, ensuring alignment between the Company and its shareholders. OTHER APPOINTMENTS: Partner at Permira Advisers LLP, Director at SixPlatform VIII Limited, Member of Supervisory Board at Hazel ParentCo SAS, Non-Executive Director at Hana Group and Golden Goose. Tara Alhadeff NON-INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: May 2015 EXPERIENCE: Andrew has over two decades of leadership experience in the consumer sector, including his time at Carphone Warehouse, where he served as Chief Executive and Chair, driving the company’s international expansion and growth. He also led the merger with Dixons in 2014, taking on the role of Deputy Chief Executive post-merger. Currently, Andrew is Managing Director of Freston Ventures, a leading consumer investment firm. In addition to this, he serves as Senior Independent Director at Ocado Group plc, where he chairs the Remuneration Committee and is the Non-Executive Director leading on workforce engagement. HOW ANDREW SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: Andrew’s extensive commercial expertise makes him a key contributor to the Board’s discussions. His listed company experience provides valuable perspective, enabling him to offer alternative viewpoints and constructive challenge when needed. The Board and the Global Leadership Team value his collaborative approach, which fosters balanced decision- making and supports the Company’s strategic direction. Andrew’s ability to anticipate market trends and leverage his industry connections further strengthens the business as it navigates opportunities for growth. OTHER APPOINTMENTS: Senior Independent Director at Ocado Group plc, Chair at WhoCanFixMyCar.com Ltd, Chair at Strike Limited, Chair at Chicken Shop (Chik’n Ltd), Designated Member of Freston Ventures Investments LLP, Director at Smiles and Smiles Holding Limited, Chair of Trustees at The Mix. Andrew Harrison INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: May 2023 EXPERIENCE: Benoit is a Partner at Permira, where he plays a key role across several 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 numerous high-profile transactions such as Acromas (The AA & Saga), eDreams ODIGEO, Exclusive Group, Freescale Semiconductor, Iglo Group, NDS, Synamedia and Vacanceselect. Before 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 extensive financial expertise and deep knowledge of global markets to the Board. His experience in managing complex transactions and working with international businesses provides valuable insights that support strategic decision- making. As Permira’s second nominated Non-Executive Director, Benoit also facilitates strong shareholder engagement while contributing to discussions with a questioning mindset. OTHER APPOINTMENTS: Partner at Permira Advisers LLP, Board Member of Lowell and Universidad Europea, Board and Audit Committee Member of eDreams ODIGEO. Benoit Vauchy NON-INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: March 2025 D N A D R N D FY25 INCOMING 104 DR. MARTENS PLC ANNUAL REPORT 2025 EXPERIENCE: Robert is an experienced executive and board member with a strong background in building and transforming consumer brands. He is currently the CEO of The Duckhorn Portfolio, where he leverages his proven track record of scaling and revitalising consumer businesses. 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 channels. Previously, Robert had a long tenure at Levi’s, including serving as President – Americas. He has also been CEO of American Eagle Outfitters and CEO of John Hardy. In addition, he has served on the boards of Canopy Growth, Urban Outfitters and Constellation Brands. HOW ROBERT SUPPORTS THE COMPANY’S STRATEGY AND LONG-TERM SUCCESS: Robert’s expertise in brand-led businesses, multichannel strategies and transformation makes him a key contributor to the Board. His leadership experience across diverse markets supports the development of a robust USA strategy and go-to-market approach. Additionally, Robert’s recognised leadership in ESG initiatives strengthens the Company’s ability to align with evolving environmental and social expectations. Known for his inclusive leadership style and strategic thinking, Robert fosters collaboration at the Board level while providing valuable guidance to support Dr. Martens long-term growth and success. OTHER APPOINTMENTS: Chief Executive Officer of The Duckhorn Portfolio. Robert Hanson INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed: March 2025 EXPERIENCE Katherine is a seasoned General Counsel, Company Secretary and executive committee member with broad legal and governance expertise spanning the consumer, technology and financial services sectors. Katherine was General Counsel at MoneySavingExpert.com and oversaw its sale to Moneysupermarket Group plc, where she subsequently served as General Counsel & Company Secretary. She 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 Manchester University, a Postgraduate diploma in Commercial Intellectual Property and has lectured at the University of Law. Katherine Bellau COMPANY SECRETARY Appointed: June 2024 D COMMITTEE MEMBERSHIP A Audit and Risk N Nomination R Remuneration D Disclosure E Employee Representative Director Chair BOARD SKILLS AND EXPERIENCE Brand/ consumer Financial Retail Digital PLC International 1 Independent? Paul Mason Ije Nwokorie 2 N/A Kenny Wilson 3 N/A Giles Wilson N/A Tara Alhadeff Ian Rogers Robyn Perriss Lynne Weedall Andrew Harrison Benoit Vauchy 4 Robert Hanson 5 1. Senior roles outside the UK. 2. Joined the Board on 6 January 2025. 3. Stepped down on 6 January 2025. 4. Joined the Board on 27 March 2025. 5. Joined the Board on 27 March 2025. ATTENDANCE AT MEETINGS HELD DURING FY25 Board scheduled Board ad hoc Audit and Risk Committee Remuneration Committee Nomination Committee Number of meetings held 6 4 5 5 9 1 April 2024 – 30 March 2025 Number attended/max number could have attended: Paul Mason 6/6 4/4 9/9 Kenny Wilson 4/4 1 4/4 Giles Wilson 6/6 4/4 Tara Alhadeff 6/6 4/4 8/9³ Robyn Perriss 6/6 4/4 5/5 5/5 8/9³ Ian Rogers 6/6 4/4 9/9 Ije Nwokorie 2 6/6 2/2 Lynne Weedall 6/6 4/4 5/5 5/5 9/9 Andrew Harrison 6/6 4/4 5/5 5/5 9/9 Benoit Vauchy 1/1 Robert Hanson 1/1 There were six scheduled and four additional Board meetings held in FY25. 1. Stepped down from the Board in January 2025. 2. Attended meetings in Q1-Q3 FY25 at the request of the Board, prior to appointment in Q4 FY25. 3. Robyn and Tara did not attend the meetings held on 17 December 2024 and 10 January 2025 respectively due to other business commitments. D N FY25 INCOMING FY25 INCOMING GOVERNANCE 105 DR. MARTENS PLC ANNUAL REPORT 2025 GOVERNANCE REPORT BOARD ACTIVITIES BOARD CADENCE PURPOSE OF MEETINGS: Board meetings represent the primary forum for strategic decision-making and guidance, monitoring and holding leadership to account for the effective execution of strategy, and oversight of Group trading and financial performance and regulatory compliance. They are also an important mechanism through which the Directors discharge their duties, particularly under Section 172 of the Companies Act 2006. PROCESS: + Meetings planned and organised in accordance with a Board approved forward planner, which is kept under review and adjusted as necessary over the course of the year + Scheduling of meetings aligns with the rhythms and routines of the business by ensuring they take place at appropriate points throughout the year + Company Secretary agrees agendas with the Chair in advance, following discussion with and input from the CEO and CFO CONTENT: + Updates on strategy and financial performance led by the CEO and CFO + Detailed ‘deep dives’, comprising updates from and discussions with senior leaders and members of their teams on matters including strategic priorities, regional business or critical projects, where input and guidance from the Board is needed + Balance of other Board-reserved matters and regular standing items including governance updates, annual statutory reporting, horizon scanning and matters requiring Board approval OUTPUTS: + Proper allocation of Group resources and responsibility for key business projects + Agreement or constructive challenge in respect of strategic direction, plans and initiatives + Robust scrutiny of financial and operational performance against forecasts, budgets and KPIs + Provision of clear, actionable feedback and guidance for management to take forward as necessary BOARD AND COMMITTEES B Board R Remuneration Committee A Audit and Risk Committee N Nomination Committee AGM Annual General Meeting GLT GLT meeting OTHER CALENDAR EVENTS Director attended events and other key dates Employee Listening Group Market announcements Q1 April to June 2024 + Significant focus on progress of the action plan for resolving challenges impacting the Group’s business in the USA + Received updates from the CBO on the marketing strategy and shift towards a product-orientated approach led by boots + Reviewed and approved the FY25 budget and considered scenarios and projections for FY26 and initial options for cost reductions + Agreed the approach to the 2024 Annual General Meeting and approved the resolutions to be put to shareholders for approval + Reviewed and approved the FY24 results, Annual Report and final dividend proposal APRIL 2024 MEETINGS: A R N ADDITIONAL CALLS: B ANNOUNCEMENTS: CEO succession, FY24 trading update and FY25 outlook MAY 2024 EVENTS: Giles Wilson formally joins as CFO GLT market visit (LA) MEETINGS: B A R N ADDITIONAL CALLS: B ANNOUNCEMENTS: CFO start date, FY24 results JUNE 2024 EVENTS: Investor roadshows (FY24 results) MEETINGS: R ADDITIONAL CALLS: B R ANNOUNCEMENTS: FY24 Annual Report publication, Company Secretary appointment The following pages present a snapshot of the Board’s year, summarising its key events and the myriad topics it discussed at its meetings during FY25. 106 DR. MARTENS PLC ANNUAL REPORT 2025 Q2 July to September 2024 + Detailed discussions focusing on the EMEA business, covering local market conditions and understanding and remediating the challenges impacting DTC operations + Considered the detailed ‘3+9’ forecast for FY25, covering analysis of trading trends, key assumptions and a number of modelled scenarios + Received updates on the principles, process and progress of the cost efficiency programme targeting £20-25m in savings during the year + Reviewed and approved the 2024 Modern Slavery Statement for publication January to March 2025 + Commenced an externally facilitated review of the Board’s effectiveness which will conclude in H1 FY26 + Detailed discussions focusing on the budgeting process and proposals for FY26, taking into consideration the key underlying assumptions, principal risks and stress-testing + Held a Board strategy day at which topics including the future strategic direction, development and ambitions of the business were discussed in depth + Approved the establishment of a new Global Technology Centre SEPTEMBER 2024 MEETINGS: A N ADDITIONAL CALLS: B OCTOBER 2024 EVENTS: GLT market visit (New York) Employee Listening Groups (UK offices – non-retail roles) MEETINGS: B NOVEMBER 2024 EVENTS: Employee Listening Group (UK Office – Camden) MEETINGS: B A R N ANNOUNCEMENTS: CEO start date, H1 FY25 results DECEMBER 2024 EVENTS: UK investor roadshows (HY results) MEETINGS: N JANUARY 2025 EVENTS: Ije Nwokorie formally becomes CEO Kenny Wilson steps down from the Board Employee Listening Group (USA non-retail) Investor roadshows (UK) MEETINGS: B A N ADDITIONAL CALLS: B ANNOUNCEMENTS: Q3 FY25 trading update FEBRUARY 2025 EVENTS: Executive Director visit to USA Employee Listening Group (UK factory and Cobbs Lane Office) ANNOUNCEMENTS: Appointment of new Non-Executive Directors MARCH 2025 EVENTS: Robert Hanson and Benoit Vauchy formally join the Board Board Strategy Day Employee Listening Group (APAC) Remuneration discussion group with Lynne Weedall MEETINGS: B R Q4 Q3 October to December 2024 + Reviewed and approved the H1 FY25 results and interim dividend, and discussed trading performance and the priorities for H2 + Detailed discussions led by the CBO on brand strategy, including the objectives underpinning planned product and marketing activity, future plans and learnings from previous campaigns + Reviewed and approved the proposed approach to refinancing the Group’s debt facilities + Received an update on the strategic supply chain transformation initiative, covering demand and supply planning processes JULY 2024 EVENTS: GLT visit to EMEA (Amsterdam) Employee Listening Group (USA retail) MEETINGS: AGM B N ANNOUNCEMENTS: AGM trading update, AGM result AUGUST 2024 To the extent possible, August is kept clear to give our teams time to rest and recharge. GOVERNANCE 107 DR. MARTENS PLC ANNUAL REPORT 2025 GOVERNANCE REPORT CONTINUED DELEGATING RESPONSIBILITIES 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. Key Board roles and responsibilities 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 is set out on this page. CHAIR OF THE BOARD NON-EXECUTIVE DIRECTORS CHIEF EXECUTIVE OFFICER (CEO) SENIOR INDEPENDENT DIRECTOR (SID) 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. 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 Our seven Non-Executive Directors (five independent, two non-independent) use their outside expertise to support and constructively challenge the Executive Directors and the Global Leadership Team. 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 124. 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 Global Leadership Team report to the CEO. Key responsibilities: + Leading the GLT 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 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 108 DR. MARTENS PLC ANNUAL REPORT 2025 Our governance framework Full details of the Board’s responsibilities and terms of reference for the principal Board Committees are available at www.drmartens.com Dr. Martens plc Board Executive Directors 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, supported by the GLT + All matters not specifically reserved for the Board or the Board’s Committees and necessary for the ongoing management of the business Global Leadership Team (GLT) WHO ARE THEY? The Group’s core team of senior leaders, comprising the Presidents of the regional businesses and directors of key business functions reporting into the CEO. Responsibilities: + Accountability over the regional and central global business functions: EMEA, Americas, APAC, Global Supply Chain, Technology, People, Brand, Strategy, Product, Finance, Legal & Compliance + Executing our strategy, identifying growth opportunities and developing strategic initiatives while supporting the Board inmeeting its oversight requirements PRINCIPAL BOARD COMMITTEES 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 necessitates 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 below. Responsibilities: + 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’ 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. Competence areas: Board and leadership composition, succession and diversity. P120 to 127 Competence areas: Executive and senior leadership pay and incentive structures. P128 to 130 Competence areas: Financial and narrative reporting, risk, internal controls, relationship with the external auditor. P145 to 153 NOMINATION COMMITTEE REMUNERATION COMMITTEE AUDIT AND RISK COMMITTEE WHO ARE THEY? The Market Disclosure, Operating, Real Estate, Operational Risk and Sustainability 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. SUPPORTING COMMITTEES GOVERNANCE 109 DR. MARTENS PLC ANNUAL REPORT 2025 OUR STAKEHOLDERS CONSIDERING OUR STAKEHOLDERS The following pages describe how the Board engages with its key stakeholders and their influence on the Board’s decision-making. These pages should be read in conjunction with our s172 Statement and broader stakeholder disclosures on pages 32 to 35 of the Strategic Report, which explain how the business engaged with each stakeholder group during the year and continues to do so. HOW THE BOARD ENGAGES + Board members are available at the AGM to answer questions submitted by email in advance or on the day of the meeting + Investor roadshows held post-financial results with our largest institutional investors by the Executive Directors and the Investor Relations Team + Additional meetings held either in-person or virtually. In FY25 a number of such meetings were attended by the Chief Executive Officer and Chief Financial Officer. The Chairman and Senior Independent Director are also available to discuss governance matters with institutional investors as required + Movements in our share register and share price analysis are reported to the Board at each Board meeting INFLUENCE ON THE BOARD’S DECISION-MAKING + Investor priorities inform the Board’s shaping of dividend policy and its overall approach to capital allocation + Investor focus on strengthening the balance sheet was one of the drivers for reducing inventory and completing the refinancing ahead of time, which resulted in a reduction in the overall level of debt WHAT ARE THEIR PRIORITIES? + Strong value creation, our business model and delivery of our strategy + Our position and performance in respect of ESG matters + Strength of leadership + Clear articulation and effective management of risks + Fair, balanced and understandable reporting of financial results + Efficient capital allocation + Clear and transparent communications Owners + Contributions to diversity and inclusion initiatives. During Black History Month, Ije Nwokorie hosted a fireside chat exploring the theme of Black Joy and how it comes to life for Dr. Martens’ leaders from our Black community + Market visits to New York, Milan, Amsterdam, London and Tokyo deepened the Executive Directors’ understanding of those markets and enabled quality time with retail and office colleagues based in those markets; key findings were reported back to the Board + Our Employee Representative Non- Executive Director, Robyn Perriss, continued her programme of ‘listening sessions’ with employees from across the global organisation, reporting the themes of the feedback received to the Board + Our Senior Independent Director, Lynne Weedall, hosted a fireside chat at which employees were able to ask questions about the Company’s approach to remuneration and the remit of the Remuneration Committee + The Executive Directors visited the Made In England factory and office at Cobbs Lane, enabling informal engagement with employees based at those sites + The CFO, in conjunction with the Finance Leadership Team, hosts regular Town Halls for the global Finance function and issues a quarterly newsletter. As a new leader of the function, he actively seeks feedback to support engagement across the team, resulting in a transparent and inclusive leadership transition INFLUENCE ON THE BOARD’S DECISION-MAKING + Employee feedback raised through the range of available channels continues to inform the Board’s strategic priorities and decision-making, such as the prioritisation of key senior hires and managing the CEO transition process + The Board oversaw the recruitment of new Non-Executive Directors and GLT hires during the year, bolstering the skillset of the leadership team and progressing its evolution to support the new CEO and future growth WHAT ARE THEIR PRIORITIES? + A diverse, equitable and inclusive workplace + Fair compensation + Having opportunities to grow and develop + Taking a position on climate, environmental and social justice issues + A positive workplace culture that empowers them Our people HOW THE BOARD ENGAGES + To minimise the impact of the CEO transition process on our people, Kenny Wilson and Ije Nwokorie led a number of internal engagement sessions to keep them informed and create space for open dialogue + The CEO produces regular video and written blog updates, the ‘Ije Edit’, sharing updates on key events and his areas of focus 110 DR. MARTENS PLC ANNUAL REPORT 2025 the year and reported back to the Board on their observations and activities. In FY25 these included New York, Milan, Amsterdam, London and Tokyo + Our Employee Representative Non-Executive Director, Robyn Perriss, chaired a retail-focused employee listening session at which members of our store teams discussed topics including consumer priorities, concerns and perspectives. The themes of this session were fed back to the Board + Significant focus on the consumer at Board meetings, from regular reports from the Brand and Marketing Teams covering ongoing and planned consumer engagement activities to detailed ‘deep-dives’ into the product, marketing and overall brand strategies + The CEO took part in an opportunity for our EMEA office employees to work a retail shift during the peak trading period, engaging directly with consumers and gaining insight into their in-store interactions with our products and retail colleagues INFLUENCE ON THE BOARD’S DECISION-MAKING + Insights acquired through consumer engagement inform the Board’s thinking around brand, marketing and future pricing strategies + The Executive Directors review and approve new store openings and extensions at monthly Real Estate Committee meetings, the activities of which are reported to each Board meeting + The Executive Directors reviewed and approved investments in a number of consumer-focused initiatives during the year, including distribution agreements to bring products to additional markets, new DTC, partner and outlet stores WHAT ARE THEIR PRIORITIES? + Innovative, great quality, durable products + Value for money + A great end-to-end customer experience, be it in-store or online + Availability of the products they want + Socially and environmentally responsible purchasing decisions + A product with which they have an emotional connection Consumers HOW THE BOARD ENGAGES + Consumer insights and progress in consumer-focused strategic projects are reported to the Board through updates from the Strategy Team and CEO. These inform future initiatives and ensure the Board is focused on the consumer experience + The Executive Directors visited a number of our showrooms, DTC and partner stores in several of our key global markets over the course of GOVERNANCE 111 DR. MARTENS PLC ANNUAL REPORT 2025 HOW THE BOARD ENGAGES + The Board discusses Company performance at each Board meeting and received regular updates on the supply chain during the year, including the work with suppliers to unlock value and enable growth + The Board, supported by the Chief Operating Officer (COO) who leads the Global Supply Chain function, reviews the long-term needs of the supply chain network in the context of future growth plans, particularly in terms of production and logistical capacity + The COO is regularly invited to attend Board meetings to offer his expertise and perspectives on relevant matters + The Audit and Risk Committee is kept updated on internal audit findings related to supply chain audits INFLUENCE ON THE BOARD’S DECISION-MAKING + The feedback, insights and outcomes from engagement with suppliers have a significant impact on how the Board shapes its strategic priorities. This includes decisions relating to the Group’s logistical capacity, determining the jurisdictions from which we source materials or base our manufacturing and the selection of our key Tier 1 and 2 suppliers + The Board considers the global footprint of manufacturing and distribution capacity to optimise lead times and the spread of risk across the business by ensuring there is no over-reliance on any single market WHAT ARE THEIR PRIORITIES? + Long-term collaboration + Responsible supply chain assurance (including environment, modern slavery and broader human rights) + Opportunities for further growth + Socially and environmentally responsible operations + Prompt payment and fair terms and conditions Suppliers OUR STAKEHOLDERS CONTINUED + Regular visits by the Executive Directors to partner-operated stores, which in FY25 included stores in the Netherlands, Italy, Japan and USA (Los Angeles and New York) and their observations are reported back to the Board + The CEO attends strategic country meetings held with members of the Retail leadership and B2B teams. In FY25 these included sessions held in Amsterdam, Tokyo, Portland, LA and New York + The CEO met with several key wholesale partners. In FY25 both Kenny Wilson and Ije Nwokorie met with key global partners’ senior leadership, providing our partners with a smooth transition between CEOs. Both Kenny and Ije’s observations were reported back to the Board INFLUENCE ON THE BOARD’S DECISION-MAKING + The Executive Directors provide updates on priority topics, such as wholesale performance, at each Board meeting, facilitating deep discussion and scrutiny of the same by the Board + The Executive Directors review and approve distributor, franchise and concession store opportunities at monthly Real Estate Committee meetings, the activities of which are reported to each Board meeting + The Executive Directors review and approve entry into distribution agreements with new and existing partners to enter new markets or expand our presence in existing ones. These proposals are reported to each Board meeting WHAT ARE THEIR PRIORITIES? + Increasing brand visibility within multi-branded retail environments to attract new consumers + Delivering an exceptional, seamless customer experience both online and in-store + Building long-term relationships + Revenue, profit and sell-through Partners HOW THE BOARD ENGAGES + B2B performance is regularly reported to the Board through updates provided by the CFO + The Executive Directors participate in regional budget meetings which include reviews of local B2B strategies and take the needs and product choices of our B2B partners into account 112 DR. MARTENS PLC ANNUAL REPORT 2025 HOW THE BOARD ENGAGES + The Board approves key sustainability projects where required and receives updates on sustainability activities from the CEO, who chairs the Sustainability Committee + The Board and Audit and Risk Committee are updated on sustainability initiatives through reports and presentations from members of the Senior Leadership Team + ESG risks including climate-related risks are included in the Group risk management framework. Updates on environmental, social and governance risks and issues, such as regulatory updates in ESG reporting, are provided to the Audit and Risk Committee + Strategic sustainability updates and projects are also presented to the Operating Committee, which is attended by the CEO and CFO + The Board oversees the Company’s broader sustainability reporting within the Annual Report. This is done through the Audit and Risk Committee and the CFO’s membership of the TCFD Steering Committee + Activities of the Dr. Martens Foundation are also shared with the Board by members of the Senior Leadership Team INFLUENCE ON THE BOARD’S DECISION-MAKING + The updates and findings outlined in the Sustainability Report (from page 48) help the Board assess the business’s impact on various environmental factors and shape its decisions on broader climate and sustainability concerns + The Executive Directors, under delegated authority from the Board, reviewed and provided feedback upon a renewable energy strategy which outlines the steps needed to achieve our renewable electricity target + The Executive Directors, under delegated authority from the Board, also approved a new Global Human Rights Policy + The Company’s short-to-mid-term ESG reporting strategy was approved by the Audit and Risk Committee, after receiving guidance from external legal counsel WHAT ARE THEIR PRIORITIES? + Dr. Martens environmental impact, including our climate-related risks and opportunities + The use of sustainable materials in our products and increased sourcing of renewable energy + Our continued commitment to diversity, equity and inclusion + The human rights of all people impacted by Dr. Martens business activities + The positive role we play in society both at a local and global level Environment & communities GOVERNANCE 113 DR. MARTENS PLC ANNUAL REPORT 2025 OUR CULTURE HOW WE ASSESS AND MONITOR THE DR. MARTENS CULTURE This page offers insight into how the Board seeks to ensure that the Dr. Martens culture remains aligned with our purpose, values and our strategy, and the tools it employs to monitor this on an ongoing basis. DEFINING OUR CULTURE Articulating in words the myriad tangible and intangible factors which, collectively, make up the Dr. Martens culture is a challenging proposition, but one which the Board believes is essential to establish a common understanding within the organisation of who we are, what we believe in and what we stand for, which resonates with employees and encourages them to do their life’s best work at Dr. Martens. The Board has always been clear that the Dr. Martens culture is rooted in our brand products and the people who adopt them; from the original, boundary-pushing boot created in 1960 through to the collection of convention-challenging subcultures with which it came to be associated. The Board and all employees are expected to demonstrate our three core values, ‘be yourself’, ‘act courageously’ and ‘show you care’. These balance belief in trusting and respecting the freedoms of our people with recognition of the responsibilities that come with operating as part of a global community. The Board therefore supports and promotes the work of the Senior Leadership Team in cultivating a working environment which reflects these values; respecting our people as individuals, empowering them to challenge themselves and trusting them to consider the impact of their actions on others. Taken as a whole, our culture and values set the parameters for what our consumers, employees and all other stakeholders can expect from Dr. Martens in terms of how we operate as a business. PROTECTING OUR CULTURE The Board’s responsibility for safeguarding the Dr. Martens culture is an exceptionally important facet of its role. It aims to set a clear tone from the top, leading by example through strong custodianship over the brand and demonstrating our values. The Board believes that the Executive and Non-Executive Directors continue to act with utmost integrity and conduct themselves in a manner that is reflective of this aim. A clear belief in the value of brand custodianship and advocacy for our values are also non-negotiable attributes for any new Board or senior leadership appointment. These were factored into the brief set by the Nomination Committee prior to commencing its search for the new senior appointments made during the year. More information about this can be found in the Nomination Committee Report, from page 120. MONITORING THE ALIGNMENT OF OUR PURPOSE AND CULTURE The Board monitors the alignment of our purpose, values and strategy with our culture in a number of ways. An online Engagement and Inclusion Survey is circulated annually to employees and is a key element of the Company’s wider employee listening strategy. It provides an important snapshot of how our people experience life at Dr. Martens. Insights from the responses to the 2025 Engagement and Inclusion Survey can be found on page 45. A range of other important inputs are also considered by the Board, including regular updates at Board meetings presented by members of the Senior Leadership Team on specific focus areas and initiatives within their functions, as well as through our network of ‘Culture Champions’ and employee relations groups who actively promote our culture among our employee communities. The Board has identified ‘People, culture and change’ as a principal Group risk, reflecting its importance to the Group as a whole and its significance to our ability to effectively execute our strategy. More information on our principal risks can be found on pages 36 to 41. Robyn Perriss continues to engage with employees in her capacity as our Employee Representative Non-Executive Director through her ongoing programme of listening sessions. Updates on the key themes of the discussions during these sessions are fed back to the Board at each meeting, providing it with another effective means of monitoring culture through an employee lens and gaining essential insight into the matters and issues that are important to them. More information about the sessions Robyn hosted during FY25 is provided on the following pages. Overall, the Board remains confident that the Dr. Martens culture is well-established across the global business, that it strongly connects with and is ‘lived’ by our people and it continues to support the ongoing and successful delivery of our strategy. Read more about our culture in the Strategic Report on pages 44 to 47 More information about how we invest in and reward our workforce can be found from page 128 114 DR. MARTENS PLC ANNUAL REPORT 2025 Q&A ROBYN PERRISS, EMPLOYEE REPRESENTATIVE NON-EXECUTIVE DIRECTOR: Q&A AND EMPLOYEE LISTENING GROUP INSIGHTS AMPLIFYING OUR EMPLOYEE VOICE GOVERNANCE 115 DR. MARTENS PLC ANNUAL REPORT 2025 Who did you hold sessions with this year? My sessions in FY25 included participants from our retail and office teams in APAC, USA, UK, EMEA and our Northampton factory and office. Additionally, Lynne Weedall, Chair of the Remuneration Committee and fellow Board member, hosted a ‘fireside Q&A’ with employees in the UK and EMEA which focused on the work of the Remuneration Committee and its approach to executive remuneration. We also held more sessions in total than last year (nine in FY25 vs five in FY24) to ensure we were able to obtain as much feedback as possible following the significant changes which impacted the business during the year, particularly from a people perspective. Can you describe how your employee listening sessions work? The sessions bring together groups of employees from across the global organisation and provide an open, confidential platform for them to talk about how they experience working at Dr. Martens and share their views on the issues which matter to them. Selection is random, albeit targeted at specific business functions, regions and seniority levels to ensure we cover as much of the organisation as possible. I don’t have a say in who’s chosen, and there are only limited circumstances under which the list of attendees for any given session may change, such as if it contains individuals who have already attended a session during the year, or in the unlikely event that an employee is selected to attend the same session as their line manager. This helps ensure that we have a solid foundation for open, honest conversations and gives us the chance to touch on all aspects of the business throughout the year. I’m all about keeping these sessions as transparent and comfortable as possible, and make sure I’m up to date before each session on what’s going on in the wider business and any issues which might be impacting those I’m due to meet. This allows me to guide the conversation more effectively so we can explore the issues which matter most. Key employee engagement timeline JULY 2024 + USA retail listening group OCTOBER 2024 + EMEA (non-retail) listening group + Head Office, Camden, listening group NOVEMBER 2024 + Camden listening group (mixed levels) OUR CULTURE CONTINUED A love of the Dr. Martens culture + Strong affinity across the organisation with the Dr. Martens culture + Employees feel able to be their authentic selves in an inclusive environment + Deep camaraderie, teamwork and collaboration within and between teams and functions Growth, workload and capacity challenges + High degree of dedication to exploring opportunities for career growth where possible and available + High workloads limiting capacity to take on new challenges Organisational cohesion + Appreciation of the availability of opportunities to progress between store, office, regional and global roles + Strong links between stores and offices, with many employees having worked in both environments Operational opportunities + Regional and global ‘go-to-market’ and marketing calendars could be better aligned to mitigate duplication of effort + Connections between regional and global teams could be strengthened to improve decision-making and reduce duplication of effort ‘Bouncing forwards’ + A strong sense of optimism for future growth potential, brand energy and the product pipeline + Encouraging feedback on internal engagement events, such as Town Halls, which were felt to be re-energising and informative + Positive response to the appointments of Ije and Giles as CEO and CFO + Motivation to meet performance targets and potentially earn a bonus WHAT WE HEARD FROM PARTICIPANTS AT OUR EMPLOYEE ENGAGEMENT SESSIONS 89% FY25 Engagement and Inclusion Survey response rate 9 Employee Listening Groups held in FY25 116 DR. MARTENS PLC ANNUAL REPORT 2025 JANUARY 2025 + USA non-retail listening group + ‘Share with Ije’ initiative FEBRUARY 2025 + Cobbs Lane office and Northampton factory listening groups MARCH 2025 + APAC listening group + Remuneration fireside chat with UK and EMEA (mixed levels) How often do you feed back to the Board and Global Leadership Team? I share updates on the insights gathered from recent listening sessions at each Board meeting, and also raise any specific issues with the Executive Directors as and when needed. This ensures the Board stays informed about the overall sentiments of the workforce, including any specific trends or nuances within particular offices or regions. The Board was especially interested in how employees were feeling with regard to the changes in leadership and headcount reductions which took place as part of our cost action plan. I also work closely with the GLT and senior managers to ensure that feedback is taken forward by the appropriate people to drive change where necessary, or to ensure that practices that employees have expressed satisfaction with are continued and further improved where possible. I also share anonymised notes from each employee listening session with the Chief People Officer. These sessions are attended by members of the Learning and Development Team, and the themes discussed directly shape strategies relating to people and engagement. How do you think the sessions are viewed by the participants? I’ve found that employees who might come into the session with concerns quickly feel reassured when they realise their feedback will be shared with the Board and GLT on a completely anonymous basis. They understand that I’m genuinely interested in hearing honest views, so that the Board and GLT have the right insights to make informed decisions, shape our people strategy and monitor the overall health of the Dr. Martens culture. Some people prefer to follow up with me after the session for more detailed discussions but, overall, most participants feel comfortable speaking up and sharing their perspectives with the group, be they positive or constructively challenging. Many employees thank us for the opportunity to voice their opinions, with some even sharing that they haven’t had this kind of open dialogue in other organisations. After the sessions, we will where possible action any ‘quick wins’, for example, connecting employees on specific issues or providing information they’ve requested. I also use the sessions to highlight people initiatives within the Company. For example, I reminded participants about Ije’s request for them to share their thoughts with him by email, reiterated to them why this was an important exercise and encouraged them to respond. Our Learning and Development Team also takes the opportunity at each session to explain initiatives such as the ‘DM Way’ development framework in more detail. + Ongoing monitoring of employee perspectives via listening sessions, surveys and other touchpoints + Celebrating the diversity of our global workforce during events including Black History Month, International Women’s Day and Pride + Internal events held to celebrate key business milestones, such as the 65th anniversary of the 1460 boot + Initiatives to drive improved dialogue and information flow between the business and leadership, from the DM Way career growth framework to the CEO’s internal newsletter ‘The Ije Edit’ + To support teams in acclimatising following the headcount reductions during the year, a toolkit was shared with leadership teams to guide them in identifying their priority workstreams and pausing non-critical projects + Launched the ‘DM Way’ framework for employees to develop their careers, supported by a detailed training programme + The ‘Share With Ije’ initiative through which employees were invited to share perspectives with the CEO during his first weeks in the role, insights from which were shared (anonymously) with the Board to guide future people-focused initiatives and improve ways of working + Continuing to deliver our award winning Leader Essentials, Manager Essentials, Retail Leader and Retail Manager programmes and developing further opportunities for our people to become more involved in key strategic initiatives + Routine sharing of role openings internally + Regular visits by Board and GLT members to stores to engage and build connections with retail teams + Opportunities for employees to present on relevant topics within their areas of expertise at Board and GLT meetings + Events such as fireside chats, webinars and other internal discussion forums enable our senior leaders, including the Board, to share career stories and advice with the wider business + Improving the visibility of the GLT and Board members through site visits and engagement activities, such as informal employee lunches with the GLT members + The GLT’s considerations regarding the future operating model will identify opportunities for further improvement + Regular updates on milestones, product launches and other topics of interest at global Town Halls and other events to reinforce employees’ connections with the brand and strategy + ‘Spotlighting’ individuals and teams by the GLT at Town Halls, celebrating their achievements and showcasing their work + Updates on business performance from the CFO following results announcements to ensure employees are well-informed + Regular, detailed discussions at the Remuneration Committee on setting stretching but realistic bonus targets which employees are motivated to achieve. Read more about the Global Bonus Scheme on pages 131 to 144 WHAT HAVE WE DONE AND WHAT ARE WE DOING? GOVERNANCE 117 DR. MARTENS PLC ANNUAL REPORT 2025 OUR CULTURE CONTINUED HOW THE BOARD MONITORS CULTURE BE YOURSELF SHOW YOU CARE THE DM WAY Endorsed by the Board, the ‘DM Way’ provides the framework for growth and development at Dr. Martens. The CEO participated in its launch during the year, sharing guidance on how it can be used to drive success. 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 variety of internal communications reinforce our culture and reiterate our values, from video and written blogs by Ije Nwokorie (‘The Ije Edit’) to our ‘Mixtape’ newsletter and the ‘On Air’ digital employee magazine. BOARD EVALUATION The annual Board Evaluation provides the Board with an opportunity to reflect on all aspects of its performance, including the extent to which it has been effective in promoting the Dr. Martens culture and that the Directors themselves continue to set a clear ‘tone from the top’ by demonstrating our 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. 118 DR. MARTENS PLC ANNUAL REPORT 2025 ACT COURAGEOUSLY LEADERSHIP BEHAVIOURS Our leadership framework sets out the key attributes, mindsets and behaviours needed to be a successful leader at Dr. Martens and is embedded into the leadership assessment and development programmes for senior employees. INFORMAL CHANNELS Important employee or stakeholder feedback received via informal channels that pertains to or potentially impacts our culture or values is reported to the Board or relevant committee as appropriate. REMUNERATION The Remuneration Committee ensures that our remuneration philosophy and culture align. It promotes brand custodianship through initiatives including encouraging share ownership via our employee share plan, while Employee Listening Groups provide opportunities for our people to learn about and discuss how executive pay is structured with our Remuneration Committee Chair. DIVERSITY, EQUITY & INCLUSION The Nomination Committee monitors the diversity, equity and inclusion strategy at Dr. Martens, which determines how we want to create an inclusive workplace for our people and is a key element of our culture. TOWN HALLS The CEO, CFO and GLT lead regular, interactive ‘Town Halls’. These are important touchpoints in terms of 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, Board members and the GLT regularly visit our key markets and engage with our people ‘on the ground’, strengthening the links between the regional businesses and promoting our culture globally. FORMAL CHANNELS Our Board-approved Whistleblowing Policy helps foster a safe working environment across the organisation by providing a confidential way for our people to report serious issues without fear of retaliation, promoting transparency, accountability and trust within the Company. CELEBRATIONS Board members participate in events held to mark important milestones such as the recent 1460 boot anniversary celebrations. GOVERNANCE 119 DR. MARTENS PLC ANNUAL REPORT 2025 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. COMMITTEE MEMBERSHIP The Company’s Independent Non-Executive Directors, Tara Alhadeff and the Chair of the Board. Robert Hanson joined the Committee on his appointment to the Board in March 2025. The Committee will continue to monitor its composition to ensure it remains appropriate and reinforces our ability to provide independent oversight. Katherine Bellau succeeded Emily Reichwald as secretary to the Committee on joining the business in June 2024. Board member biographies P102 to 105 FOCUS AREAS FOR FY26 + Board and GLT succession + Monitoring the Group-wide people and diversity strategies + Setting our new Board appointments up for success in their new roles EFFECTIVENESS The Committee’s effectiveness during FY25 was reviewed as part of the externally facilitated Board Effectiveness Review. Details of this can be found on pages 126 and 127. “The Committee’s key priority during FY25 was overseeing an orderly transition to a new CEO with minimal impact on day-to-day operations.” LYNNE WEEDALL CHAIR OF THE NOMINATION COMMITTEE KEY RESPONSIBILITIES + Recommending potential Board and senior management appointments and reappointments to the Board + Overseeing the inductions of new Board members and the ongoing training, as appropriate, of the Board + Reviewing and making recommendations to the Board in relation to Board and senior management succession planning, including ensuring plans are in place for an orderly succession + Overseeing the development of a diverse succession pipeline and the Company’s policy on Board, senior management and workforce diversity + Reviewing and monitoring the effectiveness of the Company’s policies, objectives and strategies relating to diversity and inclusion Further detail on the role and remit of the Committee can be found within its terms of reference, available at www.drmartensplc.com COMMITTEE COMPOSITION COMMITTEE MEMBERS Number of meetings attended/max number could have attended: Lynne Weedall (Committee Chair) 9/9 Tara Alhadeff 1 8/9 Robert Hanson 0/0 Andrew Harrison 9/9 Paul Mason 2 9/9 Robyn Perriss 3 8/9 Ian Rogers 9/9 1. Did not attend the meeting on 10 January 2025 due to other business commitments. 2. Not present for discussions relating to his succession. 3. Did not attend the meeting on 17 December 2024 due to other business commitments. AS AT 30MARCH 2025 Female 43% Male 57% 120 DR. MARTENS PLC ANNUAL REPORT 2025 I am pleased to present the Nomination Committee’s report for FY25. My introductory letter to this year’s report sets the scene in terms of the Committee’s activities and priorities during the year, particularly our new Board appointments, the CEO transition process and planning for the Board’s future succession needs. The wider report then explains our considerations relating to the composition, skills and diversity of our Board, the recruitment and induction processes undertaken by our new Directors, and an overview of the external Board review, which concluded in early FY26. The Committee’s key priority during FY25 was overseeing an orderly transition to a new CEO with minimal impact on day-to-day operations. We also recommended the appointments of two new Non-Executive Directors, made further progress in reshaping the GLT for the long term and, in late Q4, commenced our triennial, externally facilitated Board Review. CEO TRANSITION Following the robust recruitment process described in last year’s Annual Report, the Committee’s focus this year was very much on supporting a smooth handover of responsibilities from Kenny Wilson to our new CEO, Ije Nwokorie, and we were delighted to formally welcome Ije back to the Board in his new role in January 2025. Kenny then remained with the business until March, during which time he continued to be available to Ije and the Board to share his invaluable experience in an advisory capacity and provide further, welcome support during Ije’s first few months as CEO. He leaves the business with our sincere thanks and best wishes for the future. Ije and Kenny worked closely together for much of the year as they progressed through the CEO transition plan. Kenny continued to lead the business while Ije focused on delivering his priorities as Chief Brand Officer during the first half of FY25 before increasing his exposure to the CEO’s rhythms and routines into H2. This included accompanying Kenny and Giles on site and market visits in the USA, EMEA and APAC, and attending meetings with key wholesale partners. On becoming CEO in January, Ije’s induction focused on deepening his understanding of his additional responsibilities. INDEPENDENT BOARD CAPABILITY REVIEW Early in the year we commissioned independent consultancy MWM to undertake a detailed review of the Board’s skills and capabilities. The purpose of this was to assist the Committee in thinking holistically about the future role and requirements of the Board, particularly in ensuring it possesses the right balance of knowledge and experience to support the new CEO and provide him with the required level of strategic guidance and oversight. Through this exercise we identified opportunities to improve the Board’s skillset in areas where we felt additional expertise would be essential for the future. This in turn helped shape the brief which informed our subsequent search for new Non-Executive appointments, more about which below. NON-EXECUTIVE APPOINTMENTS Later in the year, the Committee recommended to the Board the appointments of Robert Hanson and Benoit Vauchy as Non- Executive Directors. Robert brings essential experience of the North American market and a proven track record in senior roles at a number of international consumer brands, including extensive prior experience as a CEO. Benoit brings significant experience as a seasoned financial leader, and his appointment reaffirms the commitment of our largest investor, Permira, to the long-term success of the business. The Committee’s recommendation to appoint them followed robust assessments of their suitability for the role against the requirements identified in the earlier Board capability review. I am pleased to confirm that these processes were detailed and exhaustive and, ultimately, resulted in two high-quality appointments which augment the Board’s skillset in strategically significant areas where it previously lacked some strength in depth, including further P&L and digital leadership and, critically, deep USA market experience. BOARD DIVERSITY The gender diversity of our Board reduced as a result of the new appointments made during FY25, with women now occupying 30% of Board positions (43% in FY24). Overall, the new Board appointments made during the year had a mixed impact on its compliance with the targets set out in the Listing Rules, with the decline in the proportion of women on the Board partially offset by the appointment of Ije, who is from a minority ethnic background, as CEO, while I continue to serve in the ‘senior board position’ of Senior Independent Director. The Committee recognises that the reduction in the Board’s gender diversity places us below the 40% target but is confident that the Board possesses a diverse set of skills, relevant experience and breadth of thinking. We will continue to keep the diversity of our Board under review and monitor diversity across the organisation. More detail on the progress made in this area during the year can be found in the Sustainability Report on page 74 and 75. During the recruitment process for our new Board members we were pleased to see that the pool of high-calibre female candidates has continued to deepen. Special consideration for suitable female candidates was among the initial search criteria, and several were interviewed during this period. Ultimately, we had a duty to make our recommendations based on the candidates who most closely fit the brief, were potentially available and open to discussing the role. We are confident that Robert and Benoit are the right appointments for the Board at this stage of the Company’s development. Both have broadened the diversity of skills and capabilities on the Board as a whole and, on behalf of the Board, I am happy to recommend their election at the upcoming AGM. CHAIR SUCCESSION The Committee also discussed succession planning for the Chair, clarifying our aspirations for the profile of the individual who will ultimately succeed Paul Mason in the role. We discussed Paul’s crucial role in supporting the CEO transition and Non-Executive appointment processes during the year, and reaffirmed our belief that the continuity secured by his ongoing leadership remains in the Company’s best interests at this juncture. We are, however, mindful of the ‘comply or explain’ stipulations of the UK Corporate Governance Code in relation to chair tenure and independence, and will keep Paul’s long-term succession plan under review. LOOKING TO FY26 With a new executive team in place and the composition of our Board refreshed with two new Non-Executives, the key items on the Committee’s agenda for FY26 will be finalising recruitment in key GLT roles and supporting the Company’s people and diversity strategies. We will also continue to focus on supporting Ije during his first full year as CEO, onboarding our new Board members and on opportunities to further improve the effectiveness of the Board following these recent changes. LYNNE WEEDALL CHAIR OF THE NOMINATION COMMITTEE 4 JUNE 2025 GOVERNANCE 121 DR. MARTENS PLC ANNUAL REPORT 2025 NOMINATION COMMITTEE REPORT CONTINUED FY25 activities timeline APRIL 2024 + Reviewed progress in the search for a CEO successor, including the role specification and external and internal candidates + Formally recommended Ije Nwokorie to the Board as the standout candidate to succeed Kenny Wilson MAY 2024 + Reviewed the Board’s skills and capabilities matrix + Agreed to review the external market for potential new Non-Executive appointments and conduct an initial scoping exercise for the eventual succession of the Chair + Reviewed the CEO transition plan + Discussed GLT succession and recruitment BOARD COMPOSITION AND SUCCESSION Monitoring the Board’s composition and ensuring its mix of skills and experience is optimised around the needs of the business is a key responsibility of the Committee, enabling it to identify any relevant gaps in the Board’s cumulative skillset and helping to shape the brief for prospective Board appointments. A summary of the Board’s current skills is set out on page 105. During the year, the Committee reviewed the Board’s capabilities and composition and assessed these against the Company’s strategic objectives. It agreed that, with a new CEO stepping into the role later in the year and given the strategic focus on returning the USA business to sustainable growth, there was a clear need to augment the Board’s existing skillset with deeper experience of the USA market, particularly in wholesale operations, and to bolster it with further financial leadership and company transformation experience. This kickstarted the process which ultimately resulted in the appointments of Robert Hanson as an Independent Non- Executive Director and Benoit Vauchy as a Non-Independent Non-Executive Director in late FY25, an overview of which is set out on page 123, opposite. The Committee’s recommendation to appoint Benoit Vauchy to the Board was made further to his nomination to the position by IngreGrsy Ltd, the Company’s largest investor (which is wholly owned by funds advised by Permira Advisers LLP), and followed a full assessment of his suitability for the role and compatibility with the Dr. Martens organisation and culture undertaken by the Committee. Benoit’s skills and professional experience were reviewed by the Committee and evaluated against its own requirements, particularly in respect of the capability gaps it had identified earlier in the year. It subsequently agreed that Benoit’s significant financial leadership and business transformation experience would be beneficial to the Board and the wider organisation, and that his nomination represented a strong demonstration of Permira’s long-term commitment to the success of Dr. Martens. Looking ahead, senior succession will remain a key area of focus for the Committee during FY26 as it plans for the future and as the business continues to reshape the Senior Leadership Team. EFFECTIVENESS AND INDEPENDENCE OF THE CHAIR Board Chair Paul Mason was independent on his initial appointment to the Board in 2015, in accordance with Provision 9 of the UK Corporate Governance Code (the Code), however was not considered independent on the Company’s admission to listing in 2021 when assessed against the independence criteria set out in Provision 10 of the Code. As reflected in the activities timeline to the left, the Committee had a number of discussions during the year on the subject of future Board planning, including in relation to the future succession of the Chair. In particular, the Committee discussed the benefits and broader implications of Paul Mason’s continued leadership of the Board and considered the wider business context, particularly the potentially destabilising impact on the organisation of the changes to the Board and Senior Leadership Team implemented over the course of FY25 and the need to minimise any impact on day-to-day activities. On this basis, it remains the view of the Committee that Paul’s continuation as Chair helps facilitate effective succession planning and secures invaluable continuity and stability of leadership on the Board, while providing welcome support and guidance for Ije during the early phases of his tenure as CEO. It also provide ample opportunities for Paul’s extensive knowledge of the business and his deep consumer brands experience to be further shared and leveraged alongside the process to identify his successor, both to support the development of the GLT and for the benefit of the wider organisation. The Committee and Board remain confident in Paul’s continued leadership and believe that it remains in the best interests of the Company and shareholders as a whole for him to remain in the role until a suitable successor is identified in due course. Separately, Paul’s effectiveness was reviewed as part of the externally facilitated Board Effectiveness Review. This found that Paul continues to lead the Board effectively, setting a strong example by demonstrating objective judgement and promoting a healthy culture of open, honest debate in the Boardroom. JULY 2024 + Reviewed and discussed the list of potential Non-Executive Director candidates and agreed next steps + Discussed future Board planning, focusing in particular on Chair succession SEPTEMBER – DECEMBER 2024 + Reviewed progress of the Non-Executive Director and GLT searches + Re-affirmed the required criteria for and considered a refreshed list of Non-Executive Director candidates + Discussed Permira’s potential nomination of a second Director to the Board + Discussed Board Chair succession JANUARY – MARCH 2025 + Discussed GLT succession and agreed the appointment of a new Chief Brand Officer + Recommended the appointments of Robert Hanson and Benoit Vauchy as Non-Executive Directors 122 DR. MARTENS PLC ANNUAL REPORT 2025 Non-Executive Director appointment process The following timeline sets out the key stages of the process which concluded with the Nomination Committee’s recommendation to appoint Robert Hanson and Benoit Vauchy as the Board’s newest Non-Executive Directors. The Committee is satisfied that the process described on this page was thorough and robust, with a diverse range of candidates considered on equal terms. STAGE 1: SETTING THE BRIEF The Board instructed the Nomination Committee to proceed with establishing a brief based on the observations of the independent Board skills review conducted early in FY25. This set out the skills, attributes and experience which the Board required of prospective candidates, including: + Successful track record of brand leadership in a business of scale in an analogous sector + Deep experience of the North American market with a global mindset + Financial leadership and P&L experience + Digital experience STAGE 2: CANDIDATE SEARCH The Committee engaged executive search firm MWM Consulting (MWM) to undertake the search for candidates based on the agreed brief. Particular consideration was given to female candidates meeting the criteria, given the Board’s aspiration to broaden the diversity of its membership where possible and practicable. Alist of candidates was identified and updates shared with the Committee via the Committee Chair for its consideration. STAGE 3: ASSESS AND INTERVIEW The Committee reconvened regularly to discuss progress and review the profiles of the candidates most closely meeting the criteria set out in the brief. Its assessment covered the potential compatibility of each candidate with the Dr. Martens culture, the degree to which the technical criteria were met and their availability or interest in the role. Several candidates were contacted to schedule initial meetings with Lynne Weedall and Paul Mason to explore their potential interest and suitability in more depth, and initial interviews were conducted alongside the continuing search. The Committee reconvened to discuss the challenges encountered during the search and assessment stages, including difficulties in identifying candidates meeting all aspects of the brief together with a lack of availability among those who did within the necessary timeframe. The Committee re-affirmed its commitment to the key criteria set out in the brief, particularly USA market and brand leadership experience. A new shortlist of high-calibre candidates was identified and meetings arranged with members of the Committee. STAGE 4: OFFERING THE ROLE While many candidates possessed exceptional credentials, the Committee agreed that Robert Hanson and Benoit Vauchy possessed complementary skillsets which strongly reflected the key criteria in the brief and a good degree of cultural compatibility with the Board. The roles were formally offered to Robert and Benoit, accepted and announced on 12 February, with both taking up their positions with effect from February 2025. Details of their induction processes can be found on page 124. GOVERNANCE 123 DR. MARTENS PLC ANNUAL REPORT 2025 NOMINATION COMMITTEE REPORT CONTINUED 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 will have served on the Board for four years as at the date of the Company’s next AGM. The Board’s longest- serving Director is Tara Alhadeff, who has served for ten years as at the publication date of this Annual Report. The technical parameters of Tara Alhadeff’s 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. This agreement was amended during the year to increase the number of Non-Independent Directors which IngreGrsy Ltd is permitted to nominate to the Board from one to two. Further details of the Company’s relationship agreement with IngreGrsy Ltd, including the amendments made during the year and the stipulations in respect of its ability to nominate Directors to the Board, can be found in the Directors’ Report on page 157. Overall, the Board values the depth of experience, insight and continuity that Tara continues to contribute to the Board, particularly during this period of significant change in senior leadership. Both Benoit and Tara will stand for election at the upcoming AGM, alongside the rest of the Board, which is happy to recommend their election or re-election for a further year. NON-EXECUTIVE DIRECTOR INDEPENDENCE Over half of the Dr. Martens plc Board (excluding the Chair) comprised Independent Non-Executive Directors during FY25, each of whom is identified on pages 102 to 105, and it continues to meet this requirement further to the appointments of Robert Hanson and Benoit Vauchy in March 2025. 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 the Chair of the Board. 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. Both Tara and Benoit were appointed to the Board by IngreGrsy Ltd pursuant to its relationship agreement with the Company, as detailed in the ‘Director tenure’ section above and in the Directors’ Report on page 157. NON-EXECUTIVE DIRECTOR TIME COMMITMENT Non-Executive Directors are expected to avoid holding an excessive number of external appointments. However, these vary significantly in terms of their complexity and required time commitment, so are assessed by the Board on a case-by-case basis. When doing so, the Board considers the number of board positions that the Director in question holds at other public companies alongside the likely ‘size’ of their new role. It also takes into account externally published guidance and proxy voting guidelines to ensure the principles of major investors in respect of ‘overboarding’ are considered. Directors’ external commitments are reviewed regularly by the Board and monitored with the assistance of the Company Secretariat function. The Board is satisfied that each of the Non-Executive Directors continues to allocate sufficient time to their duties as Directors of the Company and to meet its expectations of them. DIRECTOR INDUCTION PROCESS Newly appointed Board Directors and GLT members undertake personalised induction programmes when they join the business, facilitated by the Company Secretary. These are designed to bring new leaders up to speed on the Company’s global business operations, strategy, culture and governance as quickly as possible and establish a solid foundation on which to be successful in their roles. Each programme is tailored around the specific needs of the individual, though will typically incorporate a combination of the following elements: + One-to-one introductory meetings with the GLT, other senior leaders and external advisers + Visits to select stores and wholesale retailers to provide insight into core retail operations + An opportunity to visit the Cobbs Lane factory and office, engage with employees and learn about the end-to-end production process + An initial market visit accompanied by the relevant Regional President, providing an initial overview of local market operations + For new Board members, receiving a suite of Company documents comprising reports, past Board and Committee packs, policies and procedural documents to broaden understanding of the Company’s internal governance framework + New members of the GLT are also invited to present their initial observations and reflections to the Board, usually after they have been in-role for at least three months Having only joined the business at the end of FY25, the inductions of Robert Hanson and Benoit Vauchy are ongoing as at the publication date of this report, however are progressing in line with the process described above. Full details of these will be disclosed in our FY26 Annual Report. All new Board Directors and GLT members have access to the support and advice of the Company Secretary and are encouraged to continue to meet regularly with other senior leaders after their inductions have concluded to establish strong, supportive working relationships, build rapport and share experience. BOARD GENDER AND ETHNIC DIVERSITY Details on the diversity of the Board and the wider Senior Leadership Team can be found on page 98. The numerical data tables the Company is required to disclose under LR 6.6.6R(10) can be found in the ‘At a glance’ section on pages 98 and 99. The Committee is mindful of, and continues to support, the recommendations of the FTSE Women Leaders Review, the Parker Review and the diversity targets set out in the Listing Rules. As at the reference date of 30 March 2025, the Board met two of the three targets set out in LR 6.6.6R(9), as follows: + Lynne Weedall continues to serve as Senior Independent Director, therefore the Board continues to meet the target to have at least one woman in a senior Board position + With the appointment of Ije Nwokorie as CEO, the Board once again met the target for at least one member of the Board to be from a minority ethnic background + As a result of the new appointments to the Board during the year, it no longer meets the target for at least 40% of its members to be women (30% as at the date of this report) 124 DR. MARTENS PLC ANNUAL REPORT 2025 THE BOARD’S POLICY ON DIVERSITY The Board is committed to ensuring that diversity, equity and inclusivity remain among its core tenets and underpin all future appointments to the Board, GLT and the memberships of the Audit and Risk, Remuneration and Nomination Committees, be it diversity of gender, background, heritage, sexuality or any of the many aspects of identity that make individuals unique. Further, it continues to support the business in fostering a culture that enables talent to progress at Dr. Martens irrespective of any of these factors. All recommendations for future Board and senior leadership appointments are made on merit following rigorous search and recruitment processes that focus on individuals possessing specific skillsets and experience that have been identified as essential for the business to achieve its strategic ambitions. This ensures the appropriate balance of skills and experience across our senior leadership, the Board and the Audit and Risk, Remuneration and Nomination Committees is maintained or improved. The Board is mindful of the recommendations of both the Parker and FTSE Women Leaders Reviews and the targets and ‘comply or explain’ reporting requirements set out in the Listing Rules and it remains the Board’s intention to meet or exceed these targets on an ongoing basis. The Board is pleased to have met the prescribed targets relating to its ethnic diversity and the appointment of a woman to at least one of the ‘big four’ Board roles of Chair, Chief Executive Officer, Chief Financial Officer or Senior Independent Director. While the Board does not currently meet the 40% target for female membership, as explained on page 121, it remains its intention and aspiration to do so and this will continue to be an important focus area for the Nomination Committee going forwards. The Board is clear that adherence to the principles outlined above facilitates broader, richer debate and ultimately results in better decision-making in the interests of the business, the Company’s shareholders and wider stakeholder groups. Additionally, and although technically outside of the scope of the Listing Rules targets, each of the Principal Committees continues to be chaired by a female Board member. Lynne Weedall chairs both the Nomination and Remuneration Committees, while Robyn Perriss chairs the Audit and Risk Committee and plays an additional formal role as the Company’s Designated Employee Representative Non-Executive Director. The Committee will ensure that the recommended targets relating to gender and ethnic diversity on the Board remain central factors in its considerations in respect of the Board’s composition and long-term succession planning. It further confirms that it will also continue to ensure that Board and senior recruitment processes will be conducted in a manner which encourages and invites a diverse mix of candidates in terms of gender, social and ethnic backgrounds as well as cognitive and personal strengths. The Board’s policy on diversity is set out in the section below DIVERSITY IN THE WORKFORCE The diversity of the wider leadership team is monitored with reference to data extracted from the Company’s secure HR information system, Dayforce. All employees are able to use this system to provide information relating to their identity and their individual diversity data, including gender and ethnic background, should they wish to do so. All information provided in this manner is confidential and managed in line with the Company’s data protection and privacy obligations. The data indicates that, as at the reference date of 30 March 2025, 75% of our GLT excluding the Executive Directors were men and 25% women. The data relating to the next layer of senior management indicates that 54% were men (50% in FY24) and 46% women (50% in FY24), with no employees identifying as non-binary or preferring to self-describe (none in FY24). Across the global workforce (and based on a response rate of 63%), 63% (1,375 employees) identified as female, 31% (689 employees) male and 5% (104 employees) non-binary, with 1% (26 employees) preferring to self-describe. More information about the progress the business made during the year towards achieving its diversity aspirations for the global workforce can be found in the Sustainability Report on pages 74 and 75 GOVERNANCE 125 DR. MARTENS PLC ANNUAL REPORT 2025 FY23 NOMINATION COMMITTEE REPORT CONTINUED BOARD EFFECTIVENESS REVIEW The Board commenced its triennial externally facilitated Board Effectiveness Review towards the end of FY25, an overview of which is provided below. The process was managed by Alan Foster of ghSMART and overseen by the Chair of the Board and Company Secretary. In previous years, the Board has scheduled its effectiveness reviews to take place during the final quarter of the relevant financial year, enabling the process to be completed ahead of the announcement of the full year results and full details of the process to be included in the Annual Report. For FY25, the Board was keen to ensure that the advantages of external facilitation were deployed to the fullest possible extent while minimising disruption at a time when the Board’s focus was squarely on ensuring the seamless succession to a new CEO, supporting him during his first months in-role and finalising the appointments of the new Non-Executive Directors. The objective was therefore to undertake a review which would provide meaningful insight while recognising and accounting for the Board’s present circumstances. As a result, the Board engaged Alan Foster from ghSMART to facilitate the review in accordance with a carefully structured brief which accounted for these factors. The Board’s positive prior experience working with ghSMART during its effectiveness review in 2022 and its familiarity with their ways of working were key factors in its decision to appoint them again in 2025. The review commenced in late March, shortly before the end of the period, and concluded in May 2025. Board review purpose: + To assess the effectiveness of the Board and its Principal Committees in fulfilling their statutory duties in the interests of the Company’s members as a whole + To evaluate the leadership and effectiveness of the Chair of the Board, Senior Independent Director and Committee Chairs + To provide an important opportunity for Board members to reflect on their performance over the previous year, both individually and collectively + To assist the Board in identifying opportunities to further improve its effectiveness and highlight potential skills gaps, while understanding and acknowledging its strengths FY25 Board Effectiveness Review timeline NOVEMBER 2024 – JANUARY 2025 STAGE 1: DESIGN The Board discussed and agreed on its preferred approach to the FY25 Board Effectiveness Review given the current business context and requested that the Company Secretary review the market for a suitable facilitator. Several were considered, with the Board ultimately approving the proposal to appoint Alan Foster from ghSMART. A later than usual timeline was also agreed to allow the Board some time to settle and minimise distractions during the first months of the new CEO’s tenure. APRIL – MAY 2025 STAGE 2: INTERVIEWS One-to-one interviews with all Board members were conducted, with questions tailored around the effectiveness of the Board, Principal Committees and key external advisers, as well as individual performance points and future priorities. Discussion topics included: + The quality and focus of discussions, balance of detail and focus on the right issues and clarity of decision-making + Visibility of progress and actions taken as a result of Board decisions + The breadth and range of perspectives present in the Boardroom INTERNAL REVIEW Sought to build on the themes of the extensive hybrid review undertaken in FY22, which combined an external review with internally facilitated elements. Through one-to-one meetings with the Chair and Company Secretary and a tailored questionnaire, Board members reflected on the progress the Board had made in broadening its skillset and developing its overall maturity as a plc board since the IPO, identifying its established strengths as well as opportunities to further improve its effectiveness. The Board’s review cycle: FY23 to FY25 126 DR. MARTENS PLC ANNUAL REPORT 2025 FY24 FY24 FY25 FY26 FY25 Board Effectiveness Review timeline MARCH – MAY 2025 STAGE 3: OBSERVATIONS Observation of a Board meeting in March followed by Audit and Risk and Remuneration Committee meetings in May to further understand and assess the Board’s internal dynamics and culture in a ‘live’ setting. This stage enabled closer analysis of Board interactions and decision-making processes, focusing on the content of discussions and degree and quality of challenge and debate. POST-MAY 2025 STAGE 4: FEEDBACK Clear deliverables, which are ongoing as at the publication date of this Annual Report, were agreed with ghSMART to follow the interviews and meeting observations, including: + An updated skills matrix outlining the experience and diversity of the Board and identifying any gaps in expertise or representation + Prioritised recommendations for actions to further improve dynamics and culture + Guidance for ongoing monitoring and future reviews to ensure continuous improvement OBSERVATIONS The Board and Committees were considered to have emerged from a challenging period with focus and energy for the task ahead, having also successfully navigated the transition to a new CEO and CFO and the addition of two new Non-Executives. Board mechanics work well, with high-quality discussions and decision- making focused on issues of importance to the business. Board and Committee members add value through their expertise and engage in healthy debate. Looking ahead, key role succession and clarity over the operational and strategic issues with which it needs to engage will be important focus areas. Overall, the Board and its Committees are well-run and well-positioned to fulfil their mandate over the coming years. INTERNAL REVIEW Framed in the context of a challenging year, the FY24 process focused on assessing how the Board’s mix of skills and experience could be augmented to better enable it to address the strategic imperatives facing the business, including identifying specific gaps where further expertise would be desirable. INTERNAL EVALUATION In FY26 the Board’s three-year review cycle resets, with the next to be conducted internally and reported on in next year’s Annual Report. EXTERNAL REVIEW Focused on harnessing the inherent advantages of external facilitation, including their independence, specialist expertise and objectivity, to address the feedback from the FY24 process and support the Board’s strategic priorities into FY26 and beyond. FY24 Board Effectiveness Review progress update The Board took steps during the year to address the key observations from the FY24 review, a number of which are set out to the right: + FY24 opportunity: sharpen focus on pushing the brand agenda, improve financial forecasting and interrogating identified problem areas – Progress: Clear focus from the CFO on improving forecasting during the year. Content and structure of financial papers and strategic updates shared with the Board revised and refocused + FY24 opportunity: to increase time spent with senior leadership and key talent to bridge the gap between Board discussions and business operations – Progress: Broader range of internal talent invited to contribute to Board and Committee presentations and participate in discussions + FY24 opportunity: continued focus on improving succession processes in key roles – Progress: Significant focus on Executive and Non- Executive succession during the year. Oversaw smooth CEO transition and robust Non-Executive recruitment processes GOVERNANCE 127 DR. MARTENS PLC ANNUAL REPORT 2025 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 102 to 105. The attendance of Committee members at meetings during the year is disclosed below. FOCUS AREAS FOR FY26 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 to ensure it remains appropriate in a challenging external environment + Approving remuneration arrangements for the Executive Group + Reviewing our Your Share, Buy As You Earn (BAYE) plan and continuing the global roll out as we expand into new countries + Reviewing remuneration arrangements for the wider workforce + Continuing to evolve our engagement with the Employee Listening Groups on executive remuneration + Reviewing the performance and effectiveness of the Committee, as part of the annual Board Evaluation process “Our approach to executive pay is to incentivise the team to deliver the business strategy and reward for the delivery of stretching objectives.” LYNNE WEEDALL CHAIR OF THE REMUNERATION COMMITTEE KEY RESPONSIBILITIES + Establish and agree with the Board the Remuneration Policy for the Executive Directors, the Company Secretary, the Global Leadership Team (GLT) (together, the ‘Executive Group’), 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 Group 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 COMMITTEE COMPOSITION COMMITTEE MEMBERS Number of meetings 1 attended/max number could have attended: Lynne Weedall (Committee Chair) 5/5 Robyn Perriss 5/5 Andrew Harrison 5/5 1. Includes an extraordinary meeting held on 21 June 2024. AS AT 30MARCH 2025 Female 66.67% Male 33.33% 128 DR. MARTENS PLC ANNUAL REPORT 2025 CHIEF EXECUTIVE OFFICER SUCCESSION On behalf of the Remuneration Committee, I am pleased to present the Directors’ Remuneration Report for FY25. 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 FY25 and the proposed implementation of the Remuneration Policy for FY26 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 10 July 2025. Looking back COMPANY PERFORMANCE Our focus for the year was to bring stability back to Dr. Martens, and this was achieved. Our Americas DTC business has returned to growth, our marketing now focuses on our products, we’ve delivered cost savings and strengthened our balance sheet. As a result, we have, despite a difficult consumer environment in the USA (particularly wholesale) and a subdued consumer backdrop in EMEA, ended the year, in line with guidance, with profit before tax (PBT) of £34.1m and revenue of £787.6m. REMUNERATION PAYABLE IN RESPECT OF FY25 BASE SALARIES AND FEES As disclosed in the FY24 Annual Report, the Executive Directors’ salaries remained at the same level as in FY24. In addition, Non- Executive Directors’ fee levels were also unchanged from FY24. FY25 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 FY25, 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 DTC boots targets. The GBS is designed to reward exceptional Group performance, ensuring that our employees across the world are all aligned towards our single global growth ambitions. For the Executive Directors, the GBS comprised a financial metric of adjusted PBT with a weighting of 55%, a non-financial metric with a weighting of 20% and three equally weighted strategic objectives with a combined weighting of 25%. The non-financial metric was focused on boots sold direct-to-consumer (DTC), with the threshold set at the number of pairs of boots sold DTC in FY24. The three strategic objectives were focused on leadership behaviours, accelerating our sustainability (ESG) journey and growing desire for the brand. These reflect our passion and focus on culture, sustainability and being brand custodians. Our FY25 financial performance was just above target, reflecting the realistic targets that were set, delivering a 64% payout level under the PBT element (35% out of 55%). The target number of boots sold DTC was not achieved and so none of the 20% linked to this metric will pay out. With regard to the strategic objectives, through leadership behaviours, we set out to develop a culture of high performance and continuous feedback. Whilst the number of employees reporting an increase in the level of feedback they receive has gone up, there is still a level of uncertainty around what it takes to be successful in their roles. Similarly, our focus on engaging and resonating with our target audiences, to drive desire for the Dr. Martens brand and to influence purchasing decisions across our ecommerce websites in six key markets, was also only partially achieved. Our sustainability (ESG) targets were met in full, reflecting our continued efforts to progress our sustainability agenda. For full details of the progress made see the Sustainability Report on pages 48 to 80. The Committee carefully considered the performance against the strategic objectives and determined there should be a payment of 12.3% out of the 25% based on their achievement. As a result, the formulaic outcome of the GBS is 47.3% of maximum. Full details can be found in the Global Bonus Scheme section of the Annual Report on Remuneration on page 138. 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 Group Bonus Scheme was aligned, so all participants receive 47.3% 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. Annual Statement from the Chair of the Remuneration Committee On 6 January 2025, Kenny Wilson stepped down from the Board and as CEO and Ije Nwokorie became the CEO. In setting Ije’s remuneration, his salary was benchmarked against a peer group of similar size companies by market capitalisation. The Committee considered his previous salary and that of the departing CEO. Ije’s salary of £650,000 was positioned below that of the former CEO, which was set pre-IPO. In line with the remuneration policy, Ije will receive a cash allowance of 5% in lieu of pension and participate in the GBS up to a maximum of 200% of salary and the LTIP up to a maximum of 300% of salary. GOVERNANCE 129 DR. MARTENS PLC ANNUAL REPORT 2025 REMUNERATION COMMITTEE REPORT CONTINUED LONG TERM INCENTIVE PLAN (LTIP) AWARD The award granted in 2022 is due to vest in June 2025. 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 FY23 LTIP award. 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 FY26 there is particular focus on setting targets that are appropriate, support our business strategy and drive clarity and simplicity. DIRECTORS’ REMUNERATION POLICY FOR FY26 The Committee considered the implementation of remuneration for FY26. In doing so, it took into account the relatively recent appointment of the Executive team, 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 had made minor adjustments to the 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 FY26 SALARY AND FEES Ije Nwokorie’s salary at appointment was £650,000 and he will not receive an increase in FY26. Giles Wilson’s salary will increase by 3% in line with the broader workforce to £499,550 in FY26. The fees for the Chair of the Board and the Non-Executive Directors are unchanged from FY25. 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 FY26, to ensure the Executive team is focused on delivering sustainable and profitable growth, the weighting on adjusted profit before tax within the annual bonus will be increased to 70%. The remaining 30% will be equally split across strategic objectives, based on our people, our consumer and the environment. 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 objectives and will be appropriately stretching. LTIP The Committee has reviewed the LTIP grant level for FY26. In light of the newly appointed Executive team, 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 FY26 LTIP award will be granted at the normal policy maximum of 300% of salary. 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 144. 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. We took this feedback and are working on clearer, more transparent policies that we hope to share further detail on in the FY26 report. Outside core remuneration listening, we see all forms of employee engagement and listening as an important and fundamental part of how we do business. I will continue to partner with Robyn Perriss (our Non- Executive Director Designated Employee Representative) over the coming year to further progress our approach to employee listening initiatives. 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. Our average pay increase was 3.0% of salary across our wider head office workforce for the period ended 30 March 2025. As brand custodians, 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. Your Share, Buy As You Earn (BAYE), is our global share scheme, enabling all employees (where local regulations allow) 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 2024) can be found on the Dr. Martens corporate website and details of our gender balance on the Board and the GLT can be found on page 99. Further information about our DE&I initiatives across the workforce is set out in the Sustainability Report on pages 74 and 75. SHAREHOLDER ENGAGEMENT The Committee consults with its larger shareholders on executive pay matters, when considered appropriate. In FY24, we carried out a formal consultation with shareholders and proxy advisers in relation to the revised Remuneration Policy which we are pleased to report was approved by 99.18% of shareholders. There were no significant changes in the implementation of the Remuneration Policy for FY25, so no formal consultation took place in FY25. I am always happy to make myself available to shareholders to discuss any concerns or feedback they may have. On behalf of the Committee, thank you for reading this report and we look forward to receiving your support at the AGM on 10 July 2025. LYNNE WEEDALL CHAIR OF THE REMUNERATION COMMITTEE 4 JUNE 2025 130 DR. MARTENS PLC ANNUAL REPORT 2025 £0k £1,000k £2,000k £3,000k £4,000k £0k £1,000k £2,000k £3,000k £4,000k £0k £1,000k £2,000k £3,000k £4,000k 53% £1,133k 100% £602k 29% £2,065k 17% 47% 27% 32% 44% 51% £3,528k FY25 Actual Minimum Target Maximum KENNY WILSON, CEO 60% £776k 100% £469k 59% £793k 42% 40% 41% 58% £1,118k GILES WILSON, CFO 53% £308k 100% £162k 51% £316k 35% 47% 49% 65% £470k IJE NWOKORIE, CEO At a glance 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 1 Financial performance Adjusted PBT 55.0% £34.1m 64% 35.0% Pairs of boots sold direct-to-customer (DTC) 1 20% Below threshold 0% 0% Strategic objectives 2 Leadership behaviours 4.17% 71% 75% 3.13% 4.17% 80% 0% 0% Brand desire 8.33% 11 out of 18 areas improved 10% 0.83% Sustainability 8.33% 5 targets completed 100% 8.33% Formulaic outcome 47.3% Final outcome 47.3% 1. For the boots measure to pay out, a minimum of £314m in DTC boots sales had to be achieved. 2. For any strategic measures to pay out, a threshold level of PBT had to be achieved. Fixed pay Global Bonus Scheme LTIP 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 FY26 Base salary 0% increase for the CEO, 3% increase for the CFO + CEO – £650,000 + CFO – £499,550 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 2025: 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 0% increase in fees REMUNERATION REPORT GOVERNANCE 131 DR. MARTENS PLC ANNUAL REPORT 2025 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 annual bonus 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 Remuneration 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 and the Committee 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 Group, 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 Group. Therefore, the Committee 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. Other considerations In line with the Code, the Policy has been tested against the six factors listed in Provision 40 of the 2018 UK Corporate Governance Code: + Clarity – the Policy is as clear as possible and is described in straightforward, concise terms to shareholders and the workforce in this report + Simplicity – remuneration structures are as simple as possible and market typical, whilst at the same time incorporating the necessary structural features to ensure a strong alignment to performance, strategy and minimising the risk of rewarding failure + Risk – the Directors’ Remuneration Policy has been shaped to discourage inappropriate risk taking through a weighting of incentive pay towards long-term incentives, the balance between financial and non-financial measures in the annual bonus known as the Global Bonus Scheme (GBS), a portion of the GBS being paid in shares, recovery provisions, and in-employment & post-employment shareholding requirements. To avoid conflicts of interest, Committee members are required to disclose any conflicts or potential conflicts ahead of Committee meetings. No Executive Director or other member of management is present when their own remuneration is under discussion + Predictability – elements of the Policy are subject to caps and dilution limits. Examples of how remuneration varies depending on performance are set out in the scenario charts on page 124. The Committee may exercise its discretion to adjust Directors’ remuneration if a formula-driven incentive payout is inappropriate in the circumstances + Proportionality – there is a sensible balance between fixed pay and variable pay, and incentive pay is weighted to sustainable long-term performance. Incentive plans are subject to performance conditions that consider both financial and non-financial performance linked to strategy. Outcomes will not reward poor performance + Alignment to culture – the Remuneration Committee will consider Company culture and wider workforce policies when shaping and developing executive remuneration policies to ensure that there is coherence across the business. There will be a strong emphasis on the fairness of remuneration outcomes across the workforce Directors’ Remuneration Policy 132 DR. MARTENS PLC ANNUAL REPORT 2025 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 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 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 133 DR. MARTENS PLC ANNUAL REPORT 2025 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 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 Executives 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 FY25. 134 DR. MARTENS PLC ANNUAL REPORT 2025 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 Global Bonus Scheme LTIP LTIP value with 50% share price growth £0k £1,000k £2,000k £3,000k £4,000k £5,000k £0k £1,000k £2,000k £3,000k £4,000k Maximum with share price increase Maximum Target Minimum 14% 26% 40% 20% 18% 33% 49% 30% 100% £4,923k £3,948k £2,323k £698k 28% 42% 15% 21% 43% 21% 19% 27% 54% 32% 100% £3,535k £2,786k £1,662k £538k 23% 45% Minimum: Comprises fixed pay only based on FY26 base salaries, FY26 benefits and a 5% Company pension contribution. Target: Fixed pay plus 50% of the maximum FY26 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 Kenny Wilson 1 5 January 2021 21 January 2021 9 months 9 months Rolling Ije Nwokorie 2 6 January 2025 27 November 2024 9 months 9 months Rolling Giles Wilson 13 May 2024 14 November 2023 9 months 9 months Rolling 1. Kenny Wilson stepped down as CEO on 5 January 2025. 2. Ije Nwokorie took up the position as CEO on 6 January 2025. 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 1 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 135 DR. MARTENS PLC ANNUAL REPORT 2025 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 five times during the period ended 30 March 2025 (one meeting was an extraordinary meeting in June 2024).The number of meetings attended out of the possible maximum for each of the members of the Committee is set out on page 105 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 Ije Nwokorie, the CEO, and confirmed the leaving arrangements for Kenny Wilson, the former CEO + Approved remuneration packages for new senior hires below the main Board + Determined the remuneration arrangements for the Executive Group + Reviewed and approved the GBS outcome for the Executive Directors and the wider workforce + Approved the GBS and LTIP measures and targets for FY25 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 Group + 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 FY25 were £50,689 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 2024 AGM Dr. Martens’ shareholders were asked to approve the 2024 Directors’ Remuneration Report. The Directors’ Remuneration Policy was last approved by shareholders at the 2024 AGM. The votes received are set out below: 2024 AGM (11 July 2024) Nature of vote Votes for % Votes against % Votes total Votes withheld Approve the 2024 Directors’ Remuneration Report (excluding the Remuneration Policy) Advisory 784,551,256 99.18 6,479,754 0.82 791,031,010 28,164 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 136 DR. MARTENS PLC ANNUAL REPORT 2025 Single total figure of remuneration for the financial period ended 30 March 2025 (audited) The following table sets out the total remuneration for Executive and Non-Executive Directors for the 52 weeks ended 30 March 2025. All figures shown in £000 Salary and fees Benefits 1 Pension 2 Other 3 Total fixed remuneration GBS (annual bonus) LTIP Total variable remuneration Total FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 Kenny Wilson 4 564 735 12 15 28 37 1 1 605 788 534 0 0 0 534 0 1,139 788 Ije Nwokorie 5 151 57 1 – 8 – 0 – 160 57 143 – – – 143 – 303 57 Giles Wilson 432 – 73 – 22 – 863 – 1,390 – 307 – – – 307 – 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 6 – – – – – – – – – – – – – – – – – – Andrew Harrison 7 68 62 – – – – – – 68 62 – – – – – – 68 62 Robert Hanson 8 1 – – – – – – – 1 – – – – – – – 1 – Benoit Vauchy 9 – – – – – – – – – – – – – – – – – – Notes to the table 1. Benefits represent the taxable value of benefits paid. Kenny Wilson received family private health cover and car allowance. Ije Nwokorie’s benefits included family private health cover. Giles Wilson’s benefits included family private health cover, car allowance as well as a relocation allowance of £18,000 net (£34,551 gross) which was paid for six months after joining, to cover the cost of interim accommodation and £23,000 removal expenses. 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). For Giles Wilson, 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. FY25 remuneration is in respect of the time spent as CEO and on the Board. Kenny Wilson stepped down as CEO and from the Board on 5 January 2025. He became an Executive Adviser and continued to receive salary, benefits and pension until he left the Company on 31 March 2025. Full details are disclosed on page 139. 5. Ije Nwokorie was a Non-Executive Director and stepped down from the Board on 1 February 2024 to take up position of Chief Brand Officer. He was appointed Chief Executive Officer and re-appointed to the Board on 6 January 2025. 6. Tara Alhadeff, a representative of Permira, receives no fees for her role as Non-Executive Director. 7. Andrew Harrison joined the Board on 1 May 2023; his fees for FY24 have been pro-rated accordingly. 8. Robert Hanson joined the Board on 26 March 2025; his fees have been pro-rated accordingly. 9. Benoit Vauchy, a representative of Permira, receives no fees for his role as Non-Executive Director. GOVERNANCE 137 DR. MARTENS PLC ANNUAL REPORT 2025 REMUNERATION REPORT CONTINUED Global Bonus Scheme (audited) The maximum Global Bonus Scheme opportunity for FY25 was 200% of salary for the CEO and 150% for the CFO. The performance against measures for FY25 is set out below. The bonus was subject to adjusted PBT (55% of maximum), direct-to-customer boots sales (20%) and strategic objectives (25% of maximum). The strategic element was based on three equally weighted measures: leadership behaviours, brand desire 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 1 55% £27.6m £30.9m £42.6m £34.1m 64% 35% Leadership behaviours 2 Measured using the annual Engagement and Inclusion Survey I get useful feedback at work 4.17% 68% 70% 72% 71% 75% 3.13% I know what to do to be successful in my role 4.17% 83% 86% 87% 80% 0% 0% Boots sold direct-to-customer (DTC) 20% 2,800,000 2,950,000 3,080,000 Below threshold 0% 0% Brand desire 3 Growing the brand desire across three key areas (consideration, intent and purchase) in our six key markets. 8.33% Improvement in 11 of the 18 Improvement in 14 of the 18 Improvement in 16 of the 18 11 of the 18 areas improved 10% 0.83% Sustainability (ESG) 4 Implementation of the sustainability strategy across the business, by showing the progress under key commitments. 8.33% Achieved 3 out of 5 targets Achieved 4 out of 5 targets Achieved 5 out of 5 targets 5 targets completed 100% 8.33% Notes 1. Adjusted PBT is shown at Budget Exchange Rates. 2. Leadership behaviours – In March 2025, all employees were invited to participate in our annual employee Engagement and Inclusion 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 set based on the percentage of individuals who provided a positive response (strongly agree or agree) to “I get useful feedback at work” and “I know what to do to be successful in my role”. Our survey participation rate remains high at 85% (2,785 responses out of a possible 3,122). 71% of employees answered favourably to the question about feedback, resulting in payment between target and maximum. Only 80% of employees provided a favourable answer to “I know what to do to be successful in my role” and so the threshold level of achievement was not met. 3. Brand desire – To drive business across our ecommerce platforms, brand desire was defined as increasing the consideration of our products (website sessions with product views), the intent to buy (number of sessions when an item was added to the basket) and purchase (sessions with a transaction). Each of the key indicators were monitored in six of our key markets (US, UK, Germany, Italy, France and Japan). Improvements compared to FY24 were required in 11 of the 18 areas to achieve threshold vesting for this element of the bonus. 4. Sustainability (ESG) – Targets were based on our Planet, Product, People sustainability strategies. The Planet target was to develop an approved action plan to achieve 100% renewable energy coverage for all electricity consumption from Dr. Martens owned and operated sites, subject to energy market conditions. Product targets included (i) developing the product roadmap for sustainable materials, aligning with near-term science-based targets and (ii) exploring recommerce options in the EMEA region, including repair and resale initiatives, to extend the lifespan of our products and minimise our environmental footprint. People targets included (i) developing a Human Rights Policy and risk assessment process to safeguard the rights and dignity of all individuals involved in our operations and (ii) all Tier 1 suppliers continuing to be audited and achieving high CSR standards in externally conducted audits. For FY25, five out of five targets were achieved. Further details on the actions we have taken on sustainability can be found in the Sustainability Report on pages 48 to 80. Based on performance during FY25, the formulaic outcome of the GBS for Executive Directors is 47.3% of maximum. This resulted in bonus payments of £533,693 for Kenny Wilson, £306,609 for Giles Wilson and £143,195 for Ije Nwokorie in relation to the time each executive spent on the Board. 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. Long Term Incentive Plan (LTIP) vesting during the year (audited) The award opportunity for the LTIP awards granted in 2022 was 250% of salary for the 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 the EPS for this award was 1 April 2022 to 31 March 2025. 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% 12% p.a. 21% p.a. -69.8% 0% Relative TSR vs FTSE 350 (excluding investment trusts) 33% Median Upper quartile or above Below median 0% 138 DR. MARTENS PLC ANNUAL REPORT 2025 LTIP granted during the year (audited) On 14 June 2024, LTIP awards were granted to the Executive Directors. As explained in the 2024 Annual Report, the LTIP award was reduced to 250% of salary from the usual policy level of 300% to take into account the share price at the time of grant. Executive Basis of the award (% of salary) Share price 1 Number of shares granted 2 Face value of the award at grant date Threshold vesting (% of award) Grant date 3 Vesting date 4 Kenny Wilson 250% 84.1p 2,186,147 £1,838,550 25% 14 June 2024 14 June 2027 Giles Wilson 250% 84.1p 1,441,736 £1,212,500 25% 14 June 2024 14 June 2027 Ije Nwokorie 5 200% 84.1p 1,117,717 £940,000 25% 14 June 2024 14 June 2027 1. The share price is based on the mid-market close on the day before the date of grant (14 June 2024). 2. LTIP grants were granted in the form of conditional share awards. 3. Performance is measured over three financial years from 1 April 2024 to 31 March 2027. 4. An additional two-year holding period applies after the end of the three-year vesting period. 5. The award made to Ije Nwokorie was in respect of his role as Chief Brand Officer. 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) EPS (compound annual growth) 50% 3% p.a. 11% p.a. 1 April 2024 – 31 March 2027 Relative TSR vs FTSE 350 (excluding investment trusts) 25% Median Upper quartile or above Operating cash conversion 25% 60% 90% Arrangements for the departure of Kenny Wilson (audited) On 16 April 2024, we announced that this would be Kenny Wilson’s final year as Chief Executive Officer. Kenny stepped down from the Board and his role as CEO on 6 January 2025 and left the business on 31 March 2025. Whilst his notice period required nine months’ notice, we are grateful to Kenny for agreeing to remain actively employed full time within the business for three months longer to ensure a smooth transition to Ije. Kenny continued to receive salary, benefits and pension until he left the Company on 31 March 2025. Kenny received £171,000 in salary, £9,000 in pension, £6,000 in benefits and £162,014 in bonus for services as an Executive Adviser. The Committee determined that Kenny would be treated as a good leaver in relation to his incentives and that he would be eligible for an annual bonus and LTIP grant in FY25. Kenny will therefore receive a total bonus of £695,707 (£533,693 earned as the CEO and £162,014 in his role after stepping down from the Board); one-third of the net bonus payment will be used to buy shares which will be held for a further two years. The Committee also determined that Kenny should be eligible to be granted an FY25 LTIP award in June 2024, recognising that he would be working a significant proportion of the performance period and to provide continued alignment of interest with shareholders for a period of time after he left the business. Outstanding LTIP awards will, subject to the rules of the LTIP, at termination remain capable of vesting on their original dates, subject to performance conditions and will be pro-rated at the time of vesting, to reflect the proportion of the vesting period to the termination date. In exceptional circumstances, for a short period of time after Kenny ceases employment, different time pro-rating treatment will apply. The usual two-year post vest holding period will also apply and awards will remain subject to malus and clawback. Kenny is required to maintain, for two years after leaving the Company, a minimum shareholding equal to 300% of his final base salary. Payments to former Directors (Audited) No payments were made to any other former Directors of the Company during the year. GOVERNANCE 139 DR. MARTENS PLC ANNUAL REPORT 2025 REMUNERATION REPORT CONTINUED 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 (which now applies to Jon Mortimore, the former CFO, and Kenny Wilson, the former CEO). The shareholdings of Kenny Wilson and Jon Mortimore exceed this requirement significantly. 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 31 March 2024 1 Beneficially owned shares on 30 March 2025 1 Shares subject to continued employment 2 Unvested shares subject to performance conditions Shareholding requirement (% of salary) Current shareholding (% of salary) 3 Requirement met Kenny Wilson 11,533,157 11,535,858 4,569 4,483,343 300% 817% Yes Ije Nwokorie 4 5,405 4 456,290 2,391,935 5 1,117,717 300% 37% No Giles Wilson – 195,062 1,870 2,696,046 300% 21% No Paul Mason 7,875,000 7,875,000 – – N/A N/A N/A Lynne Weedall 21,054 46,054 – – N/A N/A N/A Ian Rogers 20,270 20,270 – – N/A N/A N/A Andrew Harrison 18,374 76,594 – – N/A N/A N/A Robyn Perriss 99,328 99,328 – – N/A N/A N/A Tara Alhadeff 0 6 0 6 – – N/A N/A N/A Benoit Vauchy – 0 7 – – N/A N/A N/A Robert Hanson – 0 – – 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 31 March 2025, and a share price on 28 March 2025 of 52.1 pence. 4. Ije Nwokorie stepped down from the Board on 1 February 2024 to take up the position of Chief Brand Officer with immediate effect. His interest in shares for 2024 was taken at this date. 5. 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. 833,881 of the shares awarded vested in October 2024 and 600,617 vested in April 2025. 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 1 April 2025 to 4 June 2025, Ije Nwokorie acquired 328,583 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 600,617). In addition to this, Ije acquired 636 shares due to participation in the BAYE plan. As a result, Ije increased the number of beneficially owned shares by 329,219 shares to 785,509 shares. The number of shares subject to continued employment is now 1,791,875. In the period 1 April 2025 to 4 June 2025, Giles Wilson acquired 616 shares due to participation in the BAYE plan. As a result, Giles increased the number of beneficially owned shares by 616 (Partnership Shares and dividend shares) to 89,893 shares. He also increased his shares subject to continued employment by 558 (Matching Shares) to 2,428. In the same period, Kenny Wilson acquired 296 shares due to his participation in the BAYE plan and contribution made prior to him leaving the business. As a result, he increased the number of beneficially owned shares by 296 (Partnership Shares) to 11,536,154 shares. 140 DR. MARTENS PLC ANNUAL REPORT 2025 LTIP awards (awards subject to performance conditions) Grant date Share price at grant Type of award No of shares under the award 01/04/2024 Granted during the year Vested during the year Exercised during the year Lapsed during the year No of shares under the award 30/03/2025 End of performance period Kenny Wilson 2025 LTIP 14/06/2024 84.1p Conditional shares – 2,186,147 – – – 2,186,147 31/03/2027 2024 LTIP 30/06/2023 119.3p Conditional shares 1,541,114 – – – – 1,541,114 31/03/2026 2023 LTIP 15/06/2022 238.4p Conditional shares 756,082 – – – – 756,082 31/03/2025 2022 LTIP 09/02/2021 513.0p 1 Conditional shares 567,567 – 0 – 567,567 0 31/03/2024 Total 2,864,763 2,186,147 0 – 567,567 4,483,343 Ije Nwokorie 2025 LTIP 14/06/2024 84.1p Conditional shares – 1,117,717 – – – 1,117,717 14/06/2027 Total – 1,117,717 – – – 1,117,717 Giles Wilson 2025 LTIP 14/06/2024 84.1p Conditional shares – 1,441,736 – – – 1,441,736 14/06/2027 2025 LTIP buyout 2 14/06/2024 84.1p Conditional shares – 1,254,310 – – – 1,254,310 14/06/2027 Total – 2,696,046 – – – 2,696,046 1. As explained in the Prospectus and also in the 2021 Annual Report, the number of shares awarded was calculated using the offer share price of 370.0p. The closing share price on the date of grant was 513.0p. 2. 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 30 March 2025 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 £20 £40 £60 £80 £100 £120 £140 £160 Value £ (Rebased) Dr. Martens FTSE 350 03/02/2021 31/03/2021 31/03/2022 31/03/202531/03/202431/03/2023 FY25 FY24 FY23 FY22 FY21 1 CEO single total figure total remuneration (£000s) Kenny Wilson 1,139 788 773 1,656 259 Ije Nwokorie 303 – – – – GBS (as % of maximum opportunity) Kenny Wilson 47.3% 0% 0% 65% 75% Ije Nwokorie 47.3% – – – – Long-term incentive vesting (as % of maximum opportunity) Kenny Wilson 0% 0% – – – Ije Nwokorie – – – – – 1. FY21 was based on period from admission on 29 January 2021 to 31 March 2021. GOVERNANCE 141 DR. MARTENS PLC ANNUAL REPORT 2025 REMUNERATION REPORT CONTINUED 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 FY24 – FY25 Percentage change in FY23 – FY24 Percentage change in FY22 – FY23 Percentage change in FY21-FY22 1 Salary Taxable benefits Global Bonus Scheme Salary Taxable benefits Global Bonus Scheme Salary Taxable benefits Global Bonus Scheme Salary Taxable benefits Global Bonus Scheme Kenny Wilson 0% 0% 100% 2% (1%) 3 0% 3% (1%) 3 (100%) 0% 0% 15.7% Ije Nwokorie N/A N/A N/A 2% 4 – – 3% 4 – – 0% – – Giles Wilson N/A N/A N/A – – – – – – – – – Paul Mason 0% – – 2% – – 3% – – 0% – – Lynne Weedall 0% – – 2% – – 3% – – 0% – – Ian Rogers 0% – – 2% – – 3% 0% Robyn Perriss 0% – – 2% – – 12% 2 – – 2.9% 2 – – Andrew Harrison 0% – – – – – N/A N/A Tara Alhadeff – – – – – – – – – – – – Employees 5,6 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. 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. 3. In November 2022, Kenny opted to reduce his private healthcare from family cover to partner cover. He continued to receive partner cover throughout FY24. 4. The percentage change for Ije reflects the change in fees as a Non-Executive Director. 5. The average percentage change for employees is calculated with reference to UK-based employees only using the same data used for CEO pay ratio purposes. 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. 6. 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 has been updated from prior year disclosures 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 Executives Directors. 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 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 716 24.9 28.7 49.7 Total pay 1,442 28.4 33.7 59.0 142 DR. MARTENS PLC ANNUAL REPORT 2025 The employee pay figures were calculated by reference to and as at the period ended 30 March 2025 using full-time equivalent data for relevant employees in service as at 30 March 2025. In FY25, the CEO single figure is the sum of Kenny’s remuneration from 1 April 2024 to 5 January 2025 and Ije’s remuneration from 6 January 2025 to 30 March 2025. There was no increase to Kenny’s salary in FY25 and Ije’s salary is lower than that of the former CEO. This is the first time in three years there has been a payment under the bonus scheme although there was no payout under the LTIP award granted in 2022, resulting in an increase in the ratio compared to FY24 and FY23. 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. 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 30 March 2025, compared to FY24: FY25 £m FY24 £m % change Distribution to shareholders 9.5 57.8 -84% Total employees’ pay 145.4 126.7 15% Implementation of Policy in FY26 The section below sets out the planned implementation of the Remuneration Policy in FY26. 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. As Ije was newly appointed, his salary was not increased for FY26. Giles’ salary was increased by 3%, in line with that of the wider workforce. Executive Director Base salaries FY26 FY25 % change Ije Nwokorie £650,000 £650,000 0% Giles Wilson £499,550 £485,000 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 our people, our consumer and the environment (weighted 30% in total or 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. GOVERNANCE 143 DR. MARTENS PLC ANNUAL REPORT 2025 REMUNERATION REPORT CONTINUED LONG TERM INCENTIVE PLAN The Committee has reviewed the LTIP grant level for FY26. In light of the newly appointed Executive team, 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 FY26 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 FY26. The measures are consistent with the FY25 award but rather than the mix being weighted in favour of EPS, the Committee has determined that there should be an equal one-third weighting across the three performance measures, upweighting the TSR element and providing a good balance with two of our long term financial KPIs. 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 cash flow conversion range is based on the three-year plan and has been increased compared to the range applied to awards granted in FY25 (60% at threshold and 90% at maximum). Performance measures Weighting Targets Threshold (25% vesting) Maximum (100% vesting) Cumulative EPS 1 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. 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. Non-Executive Director remuneration In line with the CEO, the Chair and Non-Executive Directors’ fees have not been increased for FY26. The fees are set out in full in the table below. Non-Executive Director Fees FY26 FY25 % change Chair of the Board £341,970 £341,970 0% Non-Executive Director base fee £68,078 £68,078 0% Senior Independent Director £15,759 £15,759 0% Audit and Risk Committee Chair’s fee £17,755 £17,755 0% Remuneration Committee Chair’s fee £17,019 £17,019 0% Employee Engagement Director £10,506 £10,506 0% 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, Giles Wilson and Kenny Wilson (to 31 March 2025) 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 4 June 2025 and signed on its behalf by the Remuneration Committee Chair: LYNNE WEEDALL CHAIR OF THE REMUNERATION COMMITTEE 4 JUNE 2025 144 DR. MARTENS PLC ANNUAL REPORT 2025 AUDIT AND RISK COMMITTEE REPORT ROLE OF THE COMMITTEE To provide independent challenge and oversight of the accounting, financial and narrative reporting and internal control processes, risk management, the Internal Audit function and the relationship with our external auditor. COMMITTEE MEMBERSHIP The Committee’s members are Lynne Weedall, Andrew Harrison and Robyn Perriss as Committee Chair, all of whom are Independent Non-Executive Directors. Its membership is monitored to ensure it is appropriate and that it enables the Committee to fulfil its duties effectively. Katherine Bellau acts as secretary to the Committee, succeeding Emily Reichwald on joining the business in June 2024. Board member biographies P102 to 105 FOCUS AREAS FOR FY26 + Overseeing ongoing preparations for Provision 29 reporting + Review of key business transformation projects including the establishment of a Global Technology Centre + Consider emerging supply chain risks in relation to global tariff uncertainty + Continue to monitor cyber risk including in respect of the ongoing expansion of certain technologies e.g. AI + Review of the Group’s global transfer pricing arrangements EFFECTIVENESS The Committee’s effectiveness during FY25 was reviewed as part of the externally facilitated Board Effectiveness Review. Details of this can be found on pages 126 and 127. “Overseeing the ongoing preparations for Provision 29 reporting will remain a key focus area for the Committee.” ROBYN PERRISS CHAIR OF THE AUDIT AND RISK COMMITTEE KEY RESPONSIBILITIES + Monitoring the integrity of the Group’s Annual Reports and financial statements and any other formal announcements relating to the Group’s financial performance, and reviewing the significant financial reporting judgements made in connection with their preparation + Monitoring and reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems + Overseeing and maintaining an appropriate relationship with the Company’s external auditor and reviewing the independence, objectivity and effectiveness of the audit process + Ensuring that Internal Audit arrangements are appropriate and effective + Ensuring that fraud prevention and whistleblowing arrangements are embedded to minimise the potential forfraud and financial impropriety COMMITTEE COMPOSITION COMMITTEE MEMBERS Number of meetings attended/max number could have attended: Robyn Perriss (Committee Chair) 5/5 Lynne Weedall 5/5 Andrew Harrison 5/5 AS AT 30MARCH 2025 Female 67% Male 33% GOVERNANCE 145 DR. MARTENS PLC ANNUAL REPORT 2025 AUDIT AND RISK COMMITTEE REPORT CONTINUED As Chair of the Audit and Risk Committee (the Committee), I am pleased to present our report for FY25. The report provides shareholders with details of our role and how we fulfilled it through our activities in FY25. It covers: + How we supported the business in responding to the challenges it has faced through our activities, discussions and debates at our meetings during the year + Our work in overseeing and providing assurance to the Board in respect of the integrity of our reporting + Our process for reviewing, with the assistance of management, the FY25 Annual Report for the purposes of assessing whether it represented a fair, balanced and understandable account of the Group’s position and prospects + How we reviewed and assessed the effectiveness of the external auditor and Internal Audit function + Our preparation for incoming regulatory and reporting requirements, including with respect to the new Board attestation relating to the effectiveness of internal controls which will impact the Company’s reporting from FY26 As ever, our report is best read in conjunction with the Independent Auditors’ Report and the financial statements, available from pages 160 and 168 respectively. ACTIVITIES IN FY25 The Committee undertook a varied programme of work during FY25 covering the focus areas disclosed in our FY24 Annual Report. In addition to our regular reviews of the full and half year accounts and their corresponding announcements, the effectiveness of the external auditor and the Internal Audit function, whistleblowing and anti-fraud procedures, risk management processes and the Group Risk Register, we received dedicated updates on and discussed a number of specific matters of importance. Further details of the Committee’s consideration of key topics is set out below, while a summary of the range of items discussed at each of our meetings during the year is set out in the timeline on the opposite page. NEW CFO TRANSITION As Committee Chair, I established regular, constructive dialogue with Giles Wilson during his first year as CFO, as well as with other members of his Finance Leadership Team who lead the financial reporting, risk management and internal controls processes. This has enabled me to deepen my understanding of management’s perspectives on key issues while ensuring that the information provided to the Committee is clear, relevant and conducive to robust debate. FOCUS ON INTERNAL CONTROLS AND ‘PROVISION 29’ REPORTING Internal controls continued to be a key focus area for the Committee during FY25, particularly given the new ‘Provision 29’ reporting requirements being introduced by the UK Corporate Governance Code 2024. While the first Board attestation of the effectiveness of the Group’s material controls envisaged by Provision 29 is not required until our FY27 Annual Report, preparatory work continued to progress well during the year. Clearly defining which controls were considered ‘material’ in relation to our principal risks was a key consideration for management and the Committee, given the significant number of entity level controls underpinning financial, operational, compliance and reporting processes which comprise the Group’s internal control framework. We agreed with management that a proportionate approach to the new requirements would be to focus on those controls which had a more existential risk to the Group’s operations or could, should they fail, result in significant financial and/or reputational impact for Dr. Martens. A cross-functional working group, led by the Internal Audit and Finance functions and sponsored by the Chief Financial Officer and Company Secretary, was established to define and identify the Group’s key material controls and ensure that appropriate internal systems, infrastructure, resources and monitoring mechanisms are in place to provide the Committee with the visibility and assurance it will need to meet the requirements. The Committee received regular updates on this process during FY25, discussing progress and offering guidance where needed. One such update focused on cyber risk as a worked example of how material controls might be relied on at a NIST framework level, including a subset of key entity level cyber controls, and how internal reporting could evolve to provide the Committee with better assurance that the relevant, material controls were operating effectively. This was presented to the Committee in January 2025 and provided an excellent opportunity for us to assess how this process could work in practice and to provide constructive feedback. Overseeing the ongoing preparations for Provision 29 reporting will remain a key focus area for the Committee as we progress towards our first formal disclosure in 2027, and I am confident that we will make significant progress over the coming year. SUSTAINABILITY REPORTING We received further updates during the year on the work underway to prepare the business for incoming ESG reporting and assurance requirements. While we await clarification on the full implementation timetable for the Corporate Sustainability Reporting Directive (CSRD), the Committee supported management’s proposal to postpone the double materiality assessment which had initially been planned for FY25. We also completed our annual review of the requirements of the Task Force on Climate-related Financial Disclosures (TCFD), considering the impact of climate change from a risk perspective and the quality and consistency of our reporting against each of the TCFD pillars. More information can be found in the Sustainability Report on page 81. CYBER SECURITY We received detailed updates on the Group’s objectives and developing maturity in these areas from the Chief Technology Officer and Chief Information Security Officer. We also received an update on the technology strategy, covering organisational structure and future priorities, as well as the Provision 29-focused controls update outlined above. Additionally, management has continued to make good progress on formalising and embedding key IT systems andgeneral controls and the Committee received an update from PwC on their testing of these as part of the year end audit. INTERNAL AUDIT PROGRAMME The Committee received reports from the Internal Audit function covering the FY25 Internal Audit plan, risk management activity and project assurance, which were discussed in depth at each meeting. The Internal Audit reviews conducted during the year in accordance with the Internal Audit plan were focused on three key areas: resilience, stability and continuity; delivery of strategy; and brand custodianship. Details of the specific reviews completed during the year can be found on page 152. We discussed the progress, findings and outcomes of these reviews, and the assurance work undertaken on the Committee’s behalf by the Internal Audit function, in relation to key strategic projects at each of our meetings in FY25. More information on the role and effectiveness of the Internal Audit function and their activities during FY25 can be found on page 152. 146 DR. MARTENS PLC ANNUAL REPORT 2025 FY25 AUDIT I am pleased to report that the FY25 audit was completed smoothly overall, with a good level of challenge and debate between PwC and management on key areas of judgement and our key risks. With this being their third audit since their appointment, strong working relationships between the PwC and Dr. Martens teams are now well established and underpinned by a healthy degree of trust. This was particularly evident during FY25, being Giles Wilson’s first year as CFO and with a number of personnel changes impacting the Finance Leadership Team, since we were able to leverage existing ways of working with PwC as a solid basis for the year end audit process. More information about the Committee’s role in overseeing the relationship with and reviewing the effectiveness of the external auditor during the year can be found on page 149. PwC’s Independent Auditor’s Report is available from page 160. AREAS OF ACCOUNTING FOCUS AND GOING CONCERN AND VIABILITY The Committee considered in detail the significant financial judgements made, and any key accounting issues identified, by management over the course of the year. A new focus area for the Committee was the categorisation and disclosure of the exceptional costs incurred during the year, and ensuring that the Alternative Performance Measures used were both appropriate and effective in aiding year-on-year comparability. We reviewed these areas of judgement and focus with the assistance of management, alongside our going concern and viability scenarios; particularly in the context of a challenging year in which the business focused on ‘resetting’ for the future. PwC also contributed their perspectives to the Committee’s discussions on these issues, ensuring that we were well aligned prior to the finalisation of the FY25 results. Full details of these and the Committee’s assessments of each can be found on pages 150 and 151. Our going concern and viability statements can be found on pages 42 and 43. FUTURE PRIORITIES Over the coming year and beyond, the Committee will continue to focus on preparations for Provision 29 reporting, reviewing key business transformation projects and monitoring our principal risks. Our intended priority areas of focus are listed on page 145, and we will report on these in detail in next year’s Annual Report. ROBYN PERRISS CHAIR OF THE AUDIT AND RISK COMMITTEE 4 JUNE 2025 Audit and Risk Committee activities in FY25 APRIL 2024 + Reviewed Audit and Risk Committee effectiveness + Reviewed the effectiveness of the Internal Audit function + Reviewed an Internal Audit report and the FY25 Internal Audit plan + Noted a global audit update report from PwC + Reviewed early drafts of the Committee’s report, risk management and TCFD disclosures in the FY24 Annual Report + Reviewed updates on incoming CSRD reporting requirements, insurance, whistleblowing and compliance MAY 2024 + Reviewed near final FY24 Annual Report and full year results announcement + Reviewed effectiveness of the external auditor + Reviewed areas of accounting judgement, going concern and viability and impairment assessments relating to goodwill, stores and investment + Reviewed updates on cyber security, banking covenants and insurance + Noted PwC’s report on the FY24 audit JULY 2024 – AGM + Resolutions to re-appoint PwC as external auditor and renew the Directors’ authority to determine their remuneration formally approved by shareholders SEPTEMBER 2024 + Reviewed PwC’s interim audit review plan + Reviewed preparations for incoming requirements on material internal controls + Reviewed Internal Audit, compliance and whistleblowing and ESG regulations updates + Noted updates on ESG regulations and reporting requirements + Noted compliance with FRC minimum audit standards NOVEMBER 2024 + Reviewed FY25 half year accounts and results announcement + Reviewed PwC’s report on the interim audit review + Reviewed Alternative Performance Measures, accounting judgements and going concern + Reviewed updates from the Internal Audit functionJANUARY 2025 + Reviewed updates on data protection, cyber risk and the technology strategy + Reviewed an Internal Audit and risk management update + Reviewed the Committee’s terms of reference + Reviewed an update from the Tax team, including tax strategy and horizon scanning + Approved the FY25 tax strategy statement + Approved PwC’s FY25 external audit plan + Approved the forward agenda planner for 2025 POST YEAR-END + Reviewed Audit and Risk Committee, Internal Audit and external auditor effectiveness + Reviewed the FY25 Annual Report GOVERNANCE 147 DR. MARTENS PLC ANNUAL REPORT 2025 AUDIT AND RISK COMMITTEE REPORT CONTINUED 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 145. More details on these, along with the Committee’s terms of reference, are available at www.drmartensplc.com. Following a review during FY25, the Committee approved a minor amendment to reflect compliance with the FRC’s minimum standard for auditcommittees. COMPETENCE AND SKILLS OF THE COMMITTEE The members of the Committee bring a breadth of financial, commercial and sector expertise. The Committee remains satisfied that it meets its responsibilities under the UK Corporate Governance Code (the ‘Code’) and retains an appropriate level of competence relevant to the sector in which the Company operates. CHAIR OF THE COMMITTEE Robyn Perriss has chaired the Audit and Risk Committee since January 2021. Her responsibilities include setting the Committee’s agenda and forward planner, maintaining strong relationships between the Company’s senior leadership and the external auditor, ensuring that any relevant audit issues are reported back to the Board effectively and in a timely fashion, and reporting to shareholders through the Annual Report. RECENT AND RELEVANT FINANCIAL EXPERIENCE The Committee is satisfied that Robyn Perriss, a Chartered Accountant, former Finance Director of a FTSE 100 company and an experienced Audit Committee Chair, has recent and relevant financial experience and she has been designated as the financial expert on the Committee for the purposes of the Code. Experience and qualifications of each member of the Committee P102 to 105 HOW THE COMMITTEE OPERATES The Committee met five times during FY25, with each meeting attended by a full complement of Committee members. Meetings are scheduled to align with key dates in the Group’s financial calendar and in accordance with a forward planner, developed by the Committee Chair and the Company Secretary. This provides clarity in respect of the planned structure of future agendas and the matters on which the Committee’s attention will focus over the course of the year. It also assists the Committee in ensuring it devotes sufficient time to discussing the key topics within its remit and discharging its responsibilities in full. Representatives from external auditors PwC are invited to attend each meeting, together with the Chair of the Board, the Chief Executive Officer, the Chief Financial Officer, the Company Secretary and the Head of Internal Audit and Risk. Other senior leaders and members of their teams are regularly invited to attend meetings to present and contribute their views, as appropriate, on matters within their respective areas of expertise. Meetings conclude with private, ‘in-camera’ sessions with the Committee and PwC, but without the Executive Directors present. Outside of the annual cycle of scheduled meetings, the Committee Chair will regularly set time aside to seek the views of the external auditors and the Head of Internal Audit and Risk on specific matters of relevance or concern. Additionally, the Committee Chair maintains regular dialogue with the Chief Financial Officer, Company Secretary and other members of the Finance and management teams between meetings. 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 30March 2025 and up to the date of this report. GOVERNANCE UPDATES The Committee is kept updated on developments within the audit, corporate governance, reporting and regulatory landscapes that are of relevance to audit committees by members of the relevant internal teams and the external auditor. During the year, the Committee received updates on topics including: + Developing standards in ESG reporting and preparations for incoming CSRD requirements + Preparations for the incoming ‘Provision 29’ reporting requirements introduced by the UK Corporate Governance Code 2024 Financial and narrative reporting FULL AND HALF YEAR RESULTS A key element of the Committee’s role is to assist the Board in its oversight of the quality and integrity of Dr. Martens’ reporting and its accounting policies and practices. As such, the Committee reviewed both the FY25 Annual Report and the half year accounts prior to their publication on behalf of the Board. In line with its terms of reference, the Committee monitored the Group’s year end and half year reporting processes to ensure that Dr. Martens provided accurate, timely financial results and that appropriate accounting standards and judgements were implemented effectively. In doing so, the Committee received and discussed reports from relevant members of the leadership team, including reports on the Group’s management of risk and internal controls, long-term viability, going concern and, in relation to the FY25 Annual Report specifically, the work that had been undertaken to ensure the report was fair, balanced and understandable. It also received and discussed regular reports from the external auditor. 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 Chief Financial Officer and Director of Financial Control, and the external auditor as part of the audit process. Subsequent to the year end, the Committee received reports from the leadership team in relation to significant accounting issues, judgements and key sources of estimation uncertainty, significant accounting policies and proposed disclosures in the FY25 Annual Report. The Committee is satisfied that each has been appropriately addressed by the business and reviewed by the external auditor. As such, the Committee believes that the judgements made are reasonable, that suitable accounting policies have been adopted and appropriate disclosures have been made in the accounts. Details of significant financial accounting issues and areas where judgement was exercised in relation to the FY25 financial statements are set out in the table on pages 150 and 151. 148 DR. MARTENS PLC ANNUAL REPORT 2025 FAIR, BALANCED AND UNDERSTANDABLE A key governance requirement is for the Board to ensure that the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position, performance, business model and strategy. To assist in making this determination, the Board has requested the advice of the Committee. The process we followed as a Committee in making our assessment is set out in the table on page 151. GOING CONCERN AND LONG-TERM VIABILITY The Committee reviewed the Group’s going concern and long-term viability disclosures in this Annual Report, together with the reports prepared by the leadership team in support of each statement, and advised the Board on their appropriateness. As part of its review, the Committee noted the significantly improved working capital position at year end driven by a reduction in inventory levels, the reduced levels of net debt and that the Group was operating well within bank covenant levels. It considered the Group’s future prospects with reference to forward-looking views on risk, viability and planning, considering among other things a number of scenarios modelled by the business to assess the strength of the Group’s financing arrangements and covenant compliance. The going concern and long-term viability statements were also reviewed by the external auditor and their findings reported back to the Committee. The Committee also reviewed and discussed the conclusions underpinning each of the statements that had been drawn by the Senior Leadership Team. Going concern and viability P42 External auditor Audit firm: PricewaterhouseCoopers LLP (PwC) Date appointed: 13 July 2022 Lead partner: Jonathan Sturges Lead partner tenure: 3 years Total fees in FY25: (see note 6, page 188) £2.8m (FY24: £2.8m), of which £0.2m (FY24: £0.2m) related to non-audit services EXTERNAL AUDITOR EFFECTIVENESS The Committee’s responsibility for overseeing the relationship between the Group and the external auditor incorporates an additional duty to review the external auditor’s independence, objectivity and overall effectiveness. The Committee received a comprehensive audit plan from PwC setting out the proposed scope and areas of focus for the FY25 audit, as well as their assessment of the key areas of risk they had identified. The audit plan and the areas of risk identified by the auditor were reviewed and, where appropriate, challenged by the Committee to ensure the underlying assumptions and estimates were robust. After the financial year end, the Committee conducted a review of the effectiveness of PwC and its work during the FY25 audit. A session led by the Committee Chair, attended by members of the Company’s global finance leadership teams and dedicated to discussing the effectiveness of PwC, was held in advance of the Committee’s meeting on 29 May. To frame these discussions and ensure the key topics were covered, a tailored list of questions focusing on, among other things, the FY25 audit plan, the working relationship with and quality of the PwC team, PwC’s understanding of the business model and industry, management of any issues identified, audit process and any particular areas of excellence and/or challenge, was circulated to attendees in advance. Feedback from the session, together with relevant specific examples, was subsequently discussed by the Committee. Additionally, the Committee considered the quality of communication and reporting it received from PwC during the year, with a particular focus on areas of significant judgement and how they had addressed higher risk areas such as the consideration of impairment and the exceptional costs incurred in the period, and the related disclosure of adjusted performance measures. The Committee also took into account the FRC Audit Quality Review (AQR) team’s review of PwC’s audit of the Group’s FY24 financial statements, conducted as part of its annual inspection of audit firms. We were notified of the conclusion of this review subsequent to the year-end. The AQR identified areas for improvement relating to the challenge and corroboration of certain aspects of the model to support the carrying value of the investment in subsidiary companies within the Company balance sheet, including a key finding over the corroboration of growth rates in the forecasts. We discussed the findings with PwC and are satisfied that the matters raised have been incorporated and addressed in the FY25 audit. Further details in relation to the Committee’s assessment of the carrying value of non-financial assets in FY25 are set out on page 150. Overall, the Committee’s review acknowledged that PwC had approached the FY25 audit with flexibility and a clear emphasis on working with the Company to resolve issues, which was appreciated by the Dr. Martens teams. It found that PwC had benefitted from continuity of senior staff and from leveraging a detailed understanding of the business and strong partnerships with the Dr. Martens teams. There had been a healthy degree of challenge from PwC in key areas of the audit and in respect of management’s assumptions, estimations and judgements, particularly the application of IAS36. The PwC team was considered to be highly visible, organised and supportive. Looking ahead to the FY26 audit, there would be opportunities for PwC to optimise coordination between regional and Group audit teams and to explore opportunities for efficiencies in the split of audit work between the regions and the Group centre. CONFIRMATION The Committee confirms that, overall, the external auditor was effective in planning and executing the FY25 audit. GOVERNANCE 149 DR. MARTENS PLC ANNUAL REPORT 2025 AUDIT AND RISK COMMITTEE REPORT CONTINUED SIGNIFICANT AREAS OF JUDGEMENT AND HOW THESE WERE ASSESSED BY THE COMMITTEE Revenue recognition (see note 2.6 on page 176) 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 what proportion of relevant ecommerce and wholesale sales have not yet been received by the customer at 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. Inventory, valuation and provisions (see notes 2.14 on page 178 and 14 on page 195) Inventory provisioning requires significant judgement on which inventory lines should be classed as obsolete. During the period management have reviewed and updated the methodology used to establish the provision in order to more closely reflect the actual experience of the Group. The revised methodology uses historical experience of the very limited sales at below cost and inventory identified as not meeting our stringent quality standards to establish an appropriate provision for current inventory. The Committee has reviewed the revised calculation methodology and is satisfied that this is an appropriate approach, that the provision calculation has been determined in line with the Group framework and that the overall inventory provision as a proportion of gross inventory is appropriate. Defined benefit pension scheme (see notes 2.22 on page 181, 2.25 on page 182 and 30 on pages 212 to 217) The Group operates a pension arrangement called the Dr. Martens Airwair Group Pension Plan which has a defined benefit section within it. This closed to new members in 2002 and to future accrual from January 2006. The scheme has been in a surplus for several years. The recognition of the 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. The surplus under the scheme is not recognised as an asset benefitting the Group on the Balance Sheet, as the Group believes there is uncertainty in relation to the recoverability of any surplus, and is therefore unlikely to derive any economic benefits from that surplus. In the Group’s view there is uncertainty over whether the Scheme Rules provide the Group with an unconditional right to a refund of the surplus from the scheme due to third-party discretionary investment powers which could use up any surplus prior to wind-up. Consistent with previous years, given this uncertainty, the Group has restricted the pension scheme surplus to zero; the surplus of £8.7m (31 March 2024: £9.1m) has been restricted to £nil (31 March 2024: £nil). The Committee has considered the actuarial valuation report and related assumptions, corroborated by the work performed by the external auditors’ actuarial team, and believes that the related disclosures are appropriate. Carrying value of non- financial assets (see notes 2.13 on page 178, 2.25 on page 183, 12 on pages 191 and 192, 13 on pages 193 to 195, 21 on page 201, 2 on pages 221 and 222 and 6 on pages 222 to 224) 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, goodwill and investments in subsidiaries, as well as detailed reporting from the external auditors. It also reviewed regional growth rate assumptions as compared to published industry growth rates for the footwear category (and, where differences between these and Dr. Martens base five-year plan rates existed, sought explanations from management) and considered the margin trajectory over the five year plan period as well as potential cost mitigations at an EBITDA level. The Committee’s considerations in these areas are summarised below: Store impairment: 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 16 stores are impaired with a total impairment charge of £4.3m 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. This indicated that EMEA and APAC retained substantial headroom to their relative carrying values, while a comparatively lower VIU was generated by the Americas due to the region’s sensitivity to key growth rate assumptions (though headroom remained). The Committee discussed this in detail with management and the external auditors and remains satisfied that no impairment is required. The relevant sensitivities are disclosed in note 12 of the financial statements on page 192. Carrying value of investment in subsidiaries: As a consequence of the market capitalisation of the Group 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 similarly applied a discounted cash flow model to determine the recoverable amount of this investment, which indicated that headroom was retained. Owing to the sensitivity of management’s model to key growth rates, the Committee also reviewed management’s assessment of the recoverable amount of the investment assuming growth was restricted to published industry growth rate assumptions. The Committee discussed this in detail with management and the external auditors, and also obtained an understanding of the assumptions management had made on future EBITDA margin improvements, concluding that it was satisfied that no impairment is required. The relevant sensitivities, and associated assumptions used in the model, are disclosed in note 6 of the financial statements on page 223. Exceptional costs and presentation of Alternative Performance Measures (APMs) (see pages 231 to 233 and notes 2.4, 2.25 and 4 on pages 175, 183 and 186) 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 FY25, the Group incurred exceptional costs in relation to Director joining costs, cost savings related costs and accelerated fees on debt financing. The recognition of such costs, totalling £17.9m, as exceptional involves an element of estimation and judgement by management. The Committee reviewed the exceptional costs through reports and discussions with management and the external auditors, 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. 150 DR. MARTENS PLC ANNUAL REPORT 2025 EXTERNAL AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES POLICY The Committee oversees the process for approving any non-audit work undertaken by the external auditors to ensure the Company does not impair or compromise its objectivity, effectiveness or independence and that engagement satisfies all relevant ethical standards. The Company’s policy governing the provision of non-audit services by its external auditors reflects the regulations that prohibit external auditors from undertaking certain non-audit services. As Dr. Martens is a public interest entity (PIE) by virtue of its transferable securities being admitted for trading on a regulated market, the external auditors can only provide services on the FRC ‘whitelist’ of permissible services and the level of non-audit fees is capped at 70% of the average Group audit fee paid by the Company over the previous three financial years. The Company’s non-audit services policy complies with the FRC’s Revised Ethical Standard (2019). In making any determination as to whether to appoint the external auditors to provide certain non-audit services that are not prohibited, the Committee must consider: + whether its skills and experience make it a suitable supplier; + whether appropriate safeguards are in place to ensure there is no threat to its objectivity and independence; + the nature of the service to be provided, including fees both individually and in aggregate relative to the audit fee; and + the application of any relevant Revised Ethical Standard issued by the FRC. AUDIT FEES Fees relating to services performed by the external auditors are reported to and approved by the Committee. Details of fees paid to PwC in relation to the FY25 audit can be found in the table on page 149 and in note 6 to the financial statements on page 188. The fees for non-audit services performed by PwC during FY25, which are disclosed on page 149, related to work undertaken for the half year review, provision of turnover certificates, access to PwC Viewpoint (online accounting and reporting information platform) and Spain assurance engagements. CONFIRMATION The Committee confirms it reviewed and discussed fees for the FY25 audit and permitted non-audit services with PwC (as set out on page 149), considered them to be appropriate and subsequently approved them. ANNUAL REPORT REVIEW PROCESS: EARLY REVIEWS The Board received an early draft of the Annual Report to allow for feedback and guidance on the messaging, narrative tone and overall consistency. Further drafts were then circulated at key stages as the report was developed and refined, providing additional opportunities for review and feedback. Any narrative or financial disclosures that required additional information or clarification were highlighted and the necessary edits made during the subsequent drafting phase. AUDIT AND RISK COMMITTEE REVIEWS MANAGEMENT REPORTS TO THE COMMITTEE The Committee reviewed papers from the Group Finance function relating to the financial statements and narrative reports, covering key areas of accounting judgement, growth projections and going concern. FAIR, BALANCED AND UNDERSTANDABLE The Committee considered a dedicated ‘fair, balanced and understandable’ paper from management identifying the key narrative themes presented in the Annual Report, where these were located throughout the document and how the project team had ensured consistency between these and the financial statements in the ‘back half’ of the Annual Report. INDEPENDENT AUDITOR’S REVIEW The findings of the FY25 audit, presented to and discussed with the Committee by PwC, concurred that management’s assessment that the Annual Report was fair, balanced and understandable was consistent with the financial statements and PwC’s knowledge obtained during the audit. RECOMMENDATION TO THE BOARD Having completed its assessment, the Committee concluded that the disclosures throughout the Annual Report and financial statements, as well as the processes and controls underlying its production, were appropriate and that the FY25 Annual Report and financial statements were fair, balanced and understandable, allowing the Committee to provide positive assurance to the Board to assist it in making the statement required by the Code. The formal statement in respect of fair, balanced and understandable can be found on page 158. SIGNIFICANT AREAS OF JUDGEMENT AND HOW THESE WERE ASSESSED BY THE COMMITTEE Going concern and viability (see pages 42 and 43 and note 2.1 on pages 173 and 174) Based on papers from management, the Committee performed a detailed review of the Group’s projected cash flows, borrowing capacity and the covenants within its borrowing facilities over a three-year period (our viability assessment period). This was discussed and agreed by the Committee in May 2025 by reviewing the Group’s financial position and performance, budgets for FY26 and three-year cash projections, which were stress tested under different scenarios, including a worst case envisaged tariff scenario, having regard to the principal risks faced by the business. Further details of the scenarios, including a ‘severe but plausible’ scenario and consideration of potential mitigations, are set out on pages 42 and 43. The Committee reported to the Board that, in its view, the going concern assumption remained appropriate. GOVERNANCE 151 DR. MARTENS PLC ANNUAL REPORT 2025 AUDIT AND RISK COMMITTEE REPORT CONTINUED Internal Audit, risk and internal control ROLE OF THE INTERNAL AUDIT FUNCTION The remit of the Group’s Internal Audit function includes responsibility for reviewing, appraising and reporting on: + the adequacy and effectiveness of the Group’s systems of operational controls, including outsourced services, financial controls, and management controls and their operation; + the integrity of processes and systems, including those under development, to help ensure that controls offer adequate protection against error, fraud and loss; + the Group’s policies, standards and procedures (including their use and appropriateness); + the operation of the Group’s corporate governance and risk management arrangements; and + significant aspects of the Group’s activity including major projects and as directed by the Committee. The Committee received updates from the Internal Audit function at each of its meetings during the year. It reviewed: + regular updates on the status of the FY25 Internal Audit plan; + detailed reports on the process, findings and learnings of specific internal audits carried out both by the in-house team and subject matter experts; + regular updates on the status of management action points from prior internal audit reviews; + the Group Risk Register and a risk management update; + the nature, scoping and resourcing of planned future audits; and + regular updates and observations from key strategic change projects where the Internal Audit team attend a number of steering groups in an assurance capacity, including the implementation of a new consumer data platform, a new demand and supply planning system and a significant cost reduction programme carried out in FY25. The Head of Internal Audit and Risk also continues to chair the Company’s Operational Risk Committee, which has day-to-day responsibility for overseeing the Group Risk Register and the development and implementation of the Group’s approach to risk. In addition to attending Committee meetings, the Head of Internal Audit and Risk meets regularly with the Chair of the Committee, without the presence of management, and also meets with other members of the Committee and with the external audit partner, as necessary and appropriate. All members of the Committee are entitled to request a meeting with the Head of Internal Audit and Risk to discuss risk, control and audit matters. The Internal Audit function worked closely during the year with management and the Committee Chair on the Internal Audit plan for FY26. The approach to shaping this plan was unchanged from previous years; specifically, it was formulated with reference to Dr. Martens’ strategic plans and objectives and in consideration of topics of particular importance or relevance, the principal risks facing the business and the wider economic and regulatory climate. The reviews planned for FY26 will cover the key areas of risk and internal controls, as well as key programme and project assurance and risk management, with particular emphasis on activities relating to business resilience, strategic delivery, transformational change and, in preparation for incoming ‘Provision 29’ reporting, enhancing the Board’s visibility of the effectiveness of material controls. KEY INTERNAL AUDIT ACTIVITIES IN FY25 The range of work led by the Internal Audit function during the year was set out in the FY25 Internal Audit plan and agreed with the Committee. The Committee received regular progress updates and was kept informed of the nature, status and indicative timelines for any actions. The reviews undertaken in FY25 included: + IT incident management: Completed a review of Dr. Martens’ service desk and incident management-related controls and processes, with a particular focus on root-cause analysis and impact assessment + Japan general controls: A review of the key processes and controls relating to the operating model and control environment in the Company’s business in Japan + Business recovery and systems resilience: Undertook an assessment of the identification, classification and prioritisation of business-critical processes and supporting systems, business continuity planning, and processes for evaluating the business continuity capabilities of critical third-party vendors. Further work is planned in this area in FY26 + Travel and expenses: Reviewed Group-wide compliance against the Company’s Travel and Expenses Policy + Health and safety risk: Completed a risk advisory review to help inform future health and safety priorities and resource requirements + Fraud risk management: Performed a refresh of the fraud risk assessment, including readiness for the ECCTA legislation on ‘failure to prevent fraud’ + Compliance programme assurance: Undertook a maturity assessment of the Dr. Martens’ compliance programme and its coverage of key areas of legal and compliance risks + Readiness for Code 29 compliance: While not a specific internal audit review, the Internal Audit and Finance Teams led the working group established to define and identify the Group’s material controls and ensure that the organisation is prepared to provide assurance to the Committee as to their effectiveness INTERNAL AUDIT EFFECTIVENESS The Committee’s review of the Internal Audit function during FY25 concluded that it continues to operate effectively, possesses a good level of experience and knowledge and maintains strong working relationships with senior management and the external auditor. It also found that Internal Audit had been strong contributors to the business change agenda in the year. CONFIRMATION Overall, the Committee is satisfied that the Internal Audit function continues to operate effectively and demonstrates the appropriate degree of quality, experience and expertise for the business. 152 DR. MARTENS PLC ANNUAL REPORT 2025 ASSESSMENT OF THE GROUP’S SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT FRAMEWORK The Group’s processes for assessing and managing significant business risks, including its principal risks and uncertainties, is a key area of focus for the Committee. Activity is driven primarily by the Company’s assessment of its principal risks and uncertainties, as set out on pages 38 to 41. The Committee reviewed the Group’s risk management and internal control systems through reports and updates presented to it by management at its meetings during the year. The Company has established an internal control environment to protect the business from the material risks which have been identified. Management is responsible for establishing and maintaining adequate internal controls over financial reporting and for ensuring the effectiveness of these controls. The Committee receives updates on internal control matters through reports from the Internal Audit function, ensuring that issues are identified in a timely fashion, that remedial action is taken in the event that control failures or weaknesses are identified and that progress can be monitored by the Committee. The Committee Chair updates the Board verbally at each subsequent Board meeting on the key issues discussed by the Committee. All Board members are given access to Committee papers, reports and supporting materials. Board members who are not also members of the Committee are invited to attend Committee meetings as appropriate to offer their valuable input and expertise. As such, all Board members are kept up to date on the Committee’s discussions relating to risk management and systems of internal control, as well as on its activities generally. CONFIRMATION The Committee confirms that it identified no significant control failings or weaknesses during the year that may significantly impact the financial statements. Further to the Committee’s review, the Board is satisfied that the Company’s systems of internal control and risk management continue to be effective. ANTI-BRIBERY, FRAUD AND CORRUPTION The Board has delegated responsibility for reviewing the Group’s systems and controls for preventing bribery and corruption to the Committee, with support provided by the Internal Audit and Compliance functions. Dr. Martens has in place a clear Anti-Bribery and Corruption Policy which forms part of its global code of conduct, the ‘DOCtrine’. Employees are issued with a copy of the DOCtrine in their local language at the time they join 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 programme 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 maintains oversight of the controls the Company has in place to mitigate fraud risk. It received a report from the Internal Audit function during the year, which confirmed that no failings or significant weaknesses in the control environment had been identified. CONFIRMATION The Committee is satisfied that the Company’s processes, systems and controls relating to anti-bribery, fraud and corruption remain appropriate and are sufficiently embedded and well understood across the business. WHISTLEBLOWING The Committee is responsible for ensuring the Company has in place effective policies and procedures to ensure that issues can be raised, investigated and acted upon. These procedures are set out in the Company’s ‘Speak Up’ Policy, which details the process by which employees are able to safely raise concerns about suspected illegal or unethical business practices. A confidential incident reporting facility is available, provided by an independent specialist firm, for the anonymous reporting of concerns. The policy sits alongside, and is referenced in, the DOCtrine and is supported by clear, concise messaging within our employee training and internal communications to raise awareness of its existence. The Committee receives updates on whistleblowing activity, including incidents, investigations and outcomes, within the regular reports from the Compliance function. CONFIRMATION The Committee continues to believe the Company’s processes and procedures in relation to whistleblowing are effective, appropriate and understood. GOVERNANCE 153 DR. MARTENS PLC ANNUAL REPORT 2025 DIRECTORS’ REPORT The Directors’ Report for the period ended 30 March 2025 comprises pages 92 to 158 and 234 and 235 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 91. 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 36 to 41 + The going concern and long-term viability statements can be found on pages 42 and 43 + Details of branches operated by the Company are set out on pages 2, 25 and 31 + The Company’s global greenhouse gas emissions, energy consumption and efficiency during FY25 can be found on page 56 of the Sustainability Report (within the Strategic Report) + Information relating to research and development can be found on pages 6 and 7 and 16 to 21 of the Strategic Report and 60 to 69 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 32 to 35 of the Strategic Report and pages 110 to 113 of the Governance Report + Disclosures based on the principles of the Task Force on Climate-related Financial Disclosures (TCFD) are detailed on pages 81 to 90 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 48 to 80. 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 179, 180 and 201 to 204 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 30 March 2025 and up until the date of this report are provided on pages 100 to 105. The changes which took place during the year are set out below. + Giles Wilson was appointed on 13 May 2024 + Kenny Wilson resigned as a Director on 6 January 2025 + Ije Nwokorie was appointed on 6 January 2025 + Robert Hanson was appointed on 27 March 2025 + Benoit Vauchy was appointed on 27 March 2025 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 140 of the Remuneration Report. Further information regarding employee share schemes is provided in note 27 to the financial statements on page 206. 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. 154 DR. MARTENS PLC ANNUAL REPORT 2025 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 135. 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 205. As at 30 March 2025, 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 2024 AGM to make one or more market purchases of up to a maximum of 96,197,210 ordinary shares, equivalent to 10% of its issued share capital. No shares were bought back under this authority during the period ended 30 March 2025 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 2025 AGM to purchase up to a maximum of 96,522,992 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). GOVERNANCE 155 DR. MARTENS PLC ANNUAL REPORT 2025 DIRECTORS’ REPORT CONTINUED MAJOR SHAREHOLDERS As at 30 March 2025, the Company had received notification of the following interests in voting rights pursuant to Chapter 5 of the DTR: Date notified % of voting rights 1 Artemis Investment Management LLP 20 December 2024 9.032810% GIC Private Limited 24 September 2024 <3% FMR LLC 23 September 2024 5.91% IngreGrsy Limited 2 12 June 2024 38.458% lngreLux S.àr.l. 3 12 June 2024 0% BlackRock, Inc 25 June 2021 <5% 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. 3. lngrelux S.àr.l.’s shareholding passed a notifiable threshold as a result of a restructuring concluding on 11 June 2024, when its shares were transferred to IngreGrsy Limited. 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. No changes to the positions set out above and no new positions were disclosed to the Company between 30 March 2025 and the publication of this Annual Report. Relating to the Company PROFIT AND DIVIDENDS The profit for the financial period, after taxation, amounts to £4.5m. An interim dividend of 0.85p per ordinary share was announced on 28 November 2024 and paid in April 2025 in relation to the period under review and the Directors intend to propose a final dividend for the period ended 30 March 2025 of 1.7p 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 226 of the financial statements. BRANCHES In accordance with the Companies Act 2006 and the Disclosure and Transparency Rules, 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 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 across all the regions in which we operate globally are kept informed of our performance and strategy and any significant events or developments impacting the business. Detailed information about how we involve our people at Dr. Martens can be found in the Sustainability Report, the Our culture section of the Governance Report (which details the work of Robyn Perriss as our Employee Representative Non-Executive Director) and the wider Strategic Report, specifically on pages 33, 44 to 47 and 70 to 77. POLITICAL DONATIONS The Company did not make any political donations or incur any political expenditure during the period ended 30 March 2025. 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 2025. 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, 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. 156 DR. MARTENS PLC ANNUAL REPORT 2025 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. 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 38.33% of the issued share capital of Dr. Martens plc as at 4 June 2025, 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 page 104), 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 Thursday 10 July 2025 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. GOVERNANCE 157 DR. MARTENS PLC ANNUAL REPORT 2025 DIRECTORS’ REPORT CONTINUED Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report for the 52 weeks ended 30 March 2025 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 30 March 2025 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 4 June 2025 and signed on its behalf by: By order of the Board KATHERINE BELLAU COMPANY SECRETARY 4 JUNE 2025 DR. MARTENS PLC COMPANY NUMBER: 12960219 158 DR. MARTENS PLC ANNUAL REPORT 2025 160 Independent Auditors’ Report 168 Consolidated Statement of Profit or Loss 169 Consolidated Statement of Comprehensive Income 170 Consolidated Balance Sheet 171 Consolidated Statement of Changes in Equity 172 Consolidated Statement of Cash Flows 173 Notes to the Consolidated Financial Statements FINANCIAL STATEMENTS FINANCIAL STATEMENTS 159 DR. MARTENS PLC ANNUAL REPORT 2025 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DR. MARTENS PLC 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 30 March 2025 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 30 March 2025 (the “Annual Report”), which comprise: the Consolidated and Parent Company Balance Sheets as at 30 March 2025; the Consolidated Statement of Profit or Loss, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Changes in Equity and the Consolidated Statement of Cash Flows for the period then ended; and the notes to the 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, we have provided no non-audit services to the Parent Company or its controlled undertakings in the period under audit. Our audit approach CONTEXT We performed full scope audits of four components. OVERVIEW Audit scope + In addition, for a further four components, we performed audit procedures on specific accounts within that component based on either the size or risk profile of those accounts; + 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 property, plant and equipment, were performed by the Group audit team centrally; and + We performed a statutory audit of the Parent Company. Key audit matters + Classification of adjusting items (Group) + Carrying value of investment in subsidiary (Parent Company) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 160 DR. MARTENS PLC ANNUAL REPORT 2025 Materiality + Overall Group materiality: £6.0 million (2024: £7.2 million) based on 5% of the five-year average Adjusted Group profit before tax with a further haircut applied in the current period and 5% of the three-year average Group profit before tax with a further haircut applied for the prior year. + Overall Parent Company materiality: £14.2 million (2024: £14.1 million) based on 1% of total assets. + Performance materiality: £4.5 million (2024: £5.4 million) (Group) and £10.7 million (2024: £10.6 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. Classification of adjusting items is a new key audit matter this period. Valuation of inventory provisions, which was a key audit matter last year, is no longer included because of the inventory held by the Group having reduced to levels reflective of the operational needs of the business. Otherwise, the key audit matters below are consistent with last year. KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER Classification of adjusting items (Group) Refer to Note 2.4 Alternative performance measures, Note 2.25 Significant Judgements and Estimates and Note 4 Adjusting items. The Group discloses “adjusted profit before tax” as management considers this information to provide users of the financial statements with additional insight into the year-on-year performance of the business. Adjusted profit before tax of £34.1m (FY24: £97.2m) is presented which compares to an IFRS measure of profit before tax of £8.8m (FY24: 93.0m). The £25.3m (FY24: £4.2m) of adjusting items, which includes exceptional costs, are those which are significant either by virtue of their size and/or one-off nature, the inclusion of which could, in management’s view, distort comparability between the reporting performance of each period. The presentation of items as adjusting can be judgemental and have a significant impact on the readers of the financial statements. Due to the quantum and number of adjusting items in the year, we focused on the presentation of these items to verify that they were treated consistently with the Group’s accounting policy and presentation of GAAP and Non GAAP measures are equally prominent. We assessed management’s policy with reference to guidance published by the European Securities and Markets Authority (ESMA) and the Financial Reporting Council (FRC) and satisfied ourselves that categories identified as adjusting items are materially consistent with management’s policy. We further verified the consistency of the exceptional costs, included in adjusting items, to management’s policy by performing testing over a sample of items and tracing them back to supporting evidence. As part of this sample testing, we also understood the nature of the items and management’s rationale for classification. We assessed the completeness of management’s disclosures within the financial statements to verify that they accurately reflected the types of costs included in each category. Based on our work, we are satisfied that the treatment of adjusting items is materially consistent with the Group’s policy and we consider the presentation and disclosure to be appropriate. FINANCIAL STATEMENTS 161 DR. MARTENS PLC ANNUAL REPORT 2025 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DR. MARTENS PLC CONTINUED KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER Carrying value of investment in subsidiary (Parent Company) Refer to Note 2 (Parent Company financial statements) for accounting policies and Note 6 (Parent Company financial statements) – Investments of the Parent Company financial statements. Investments are investments in subsidiaries. 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. IAS 36 requires an entity to determine whether there are indications that an impairment loss may have occurred and if so, make a formal 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 a potential impairment trigger and consequently an impairment assessment was performed. This assessment included preparing a Value in Use (VIU) model reflecting the Board approved five year plan to FY30 and the cash flows into perpetuity using an estimated terminal growth rate. Through this assessment management identified that the VIU exceeded the carrying value of the investment, and therefore concluded that no impairment was required. + We challenged management on the reasons why the market capitalisation of Dr. Martens had continued to be below the investment carrying value during the period. + We performed lookback procedures to understand the reasons for differences between the Group’s actual results and those budgeted in previous years. We specifically challenged management on how it had incorporated the experience of recent shortfalls to budget in its latest forecasts. + We verified the mathematical accuracy of the calculations used to estimate the VIU. + Supported by our PwC 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 considered internal and external market evidence to assess certain key assumptions in the VIU model, notably in relation to assumed revenue growth by revenue channel and by region. + We assessed the impact of recently completed cost saving initiatives on the VIU model, as well as other future cost assumptions. + We considered the appropriateness of other assumptions in the model, including the working capital movements and long term growth rates. + We requested that management perform an additional sensitivity on its model to assume the Group would only achieve revenue growth rates forecast by third party industry data. No impairment arose as a consequence of this sensitivity. + We also evaluated the disclosures in Note 2 – Accounting policies and Note 6 – Investments of the Parent Company financial statements, which included sensitivities. Management’s estimate of recoverable amount, although sensitive to changes in certain key assumptions, supports the carrying value of the investment. We consider management’s conclusion that, whilst indicators of impairment existed, no impairment was required to be appropriate. We also consider the inclusion of sensitivity disclosures to be appropriate, which we verified as being accurately calculated. 162 DR. MARTENS PLC ANNUAL REPORT 2025 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 four financially significant components, being Airwair International Limited, Dr. Martens Airwair USA LLC, Dr. Martens Airwair Wholesale Limited and Ampdebtco Limited, where a full scope audit has been performed. We performed audit procedures on specific accounts within four other components based on either the size or risk profile of those accounts. The components where we performed audit procedures covered approximately 79% of the Group’s absolute adjusted profit before tax, 84% coverage of revenue and 87% of net assets. Where work was performed by component auditors, detailed instructions were issued by the Group audit team and we conducted conference calls with component teams. For our significant and material components, oversight procedures included regular communication with the component team, reviewing their working papers, and attending the clearance meetings either virtually or in person. For the four components where procedures were performed on specific accounts, the Group audit team either performed audit work directly on the component, or we reviewed deliverables received and attended clearance meetings of the other components. Specific audit procedures over central functions and areas of significant judgement, including consolidation, taxation, pensions, the carrying value of goodwill and store right-of-use assets and property, plant and equipment, were performed by the Group audit team centrally. THE IMPACT OF CLIMATE RISK ON OUR AUDIT In considering the impact of climate risk on our audit, we: + Made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s financial statements and we remained alert when performing our audit procedures for any indicators of the impact of climate risk; + Read 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. Our responsibility over other information is further described in the Reporting on other information section of our report; and + Inquired of management to understand and evaluate the Group’s risk assessment process in relation to climate change. Our procedures did not identify any material impact as a result of climate risk on the Group’s and Parent Company’s financial statements. 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 £6.0 million (2024: £7.2 million). £14.2 million (2024: £14.1 million). How we determined it 5% of the five-year average adjusted Group profit before tax with a further haircut applied in the current period and 5% of the three-year average Group profit before tax with a further haircut applied for the prior year. 1% of total assets. Rationale for benchmark applied We consider the most appropriate benchmark on which to calculate materiality was the Group’s adjusted profit before tax as it is one of the key indicators of financial performance of the Group. We use a five-year average from FY21 to FY25 due to the continued volatility of earnings in recent years. We then applied a further haircut. 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. FINANCIAL STATEMENTS 163 DR. MARTENS PLC ANNUAL REPORT 2025 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DR. MARTENS PLC CONTINUED 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 £0.5 million to £5.7 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% (2024: 75%) of overall materiality, amounting to £4.5 million (2024: £5.4 million) for the Group financial statements and £10.7 million (2024: £10.6 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 £300,000 (Group audit) (2024: £360,000) and £710,000 (Parent Company audit) (2024: £700,000) 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: + Assessing the risk around going concern at the planning and period end phases of the audit; + 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; + Challenging management on its consideration of the potential impact of tariffs on the Group (notably its US business) and assessing its further downside scenario that incorporated a potential tariff impact; + 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 assumptions made regarding a 10% year-on-year decrease in revenue, the impact of factory closures in one of the key production geographic areas, a reduction in factory capacity due to a heatwave impacting two locations and a cyber-attack impacting one region, in the severe but plausible downside case and assessing whether there were any other scenarios which should be considered; + Obtaining and reviewing the Group’s new financing agreement, confirming our understanding of the terms of the agreements including those relating to covenant test ratio requirements, and 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. 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. 164 DR. MARTENS PLC ANNUAL REPORT 2025 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 30 March 2025 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. FINANCIAL STATEMENTS 165 DR. MARTENS PLC ANNUAL REPORT 2025 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DR. MARTENS PLC CONTINUED 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 the UK Listing Rules, 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 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 as previously referred to; + Audit of the tax charge and assets; and + Reviewing the financial statement disclosures and agreeing to underlying supporting documentation. 166 DR. MARTENS PLC ANNUAL REPORT 2025 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 Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 14 July 2022 to audit the financial statements for the year ended 31 March 2023 and subsequent financial periods. The period of total uninterrupted engagement is three years/periods, covering the years/periods ended 31 March 2023 to 30 March 2025. 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 4 JUNE 2025 FINANCIAL STATEMENTS 167 DR. MARTENS PLC ANNUAL REPORT 2025 CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE 52 WEEKS ENDED 30 MARCH 2025 Note FY25 FY24 £m £m Revenue 3 787 .6 877 .1 Cost of sales (275.9) (301.9) Gross margin 511.7 575.2 Selling and administrative expenses 5 (474.7) (453.0) Finance income 3.8 3.0 Finance expense 8 (32.0) (32.2) Profit before tax 8.8 93.0 EBIT 1,2 3 37 .0 122.2 Net finance expense (28.2) (29.2) Profit before tax 8.8 93.0 Tax expense 9 (4.3) (23.8) Profit for the period 4.5 69.2 Reconciliation of adjusted EBIT 1 : Note(s) FY25 £m FY24 £m EBIT 1,2 3 37.0 122.2 Exceptional costs 1 3, 4 16.3 – Impairment of non-financial assets 3, 4 4.3 – Currency losses 3, 4 3.1 4.2 Adjusted EBIT 1 – non-GAAP measure 60.7 126.4 Reconciliation of adjusted profit before tax 1 : Note(s) FY25 £m FY24 £m Profit before tax 3 8.8 93.0 Exceptional costs 1 3, 4 17.9 – Impairment of non-financial assets 3, 4 4.3 – Currency losses 3, 4 3.1 4.2 Adjusted profit before tax 1 – non-GAAP measure 34.1 97.2 Earnings per share Note FY25 FY24 Basic 10 0.5p 7 .0p Diluted 10 0.5p 7 .0p Adjusted earnings per share 1 – non-GAAP measure Note FY25 FY24 Adjusted basic 1 10 2.4p 7.4p Adjusted diluted 1 10 2.4p 7.3p 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. 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 173 to 217 form part of these Consolidated Financial Statements. 168 DR. MARTENS PLC ANNUAL REPORT 2025 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE 52 WEEKS ENDED 30 MARCH 2025 Note FY25 FY24 £m £m Profit for the period 4.5 69.2 Other comprehensive (expense)/income Items that may subsequently be reclassified to profit or loss Foreign currency translation differences (3.1) (2.8) Cash flow hedges: Fair value movements in equity (0.3) (1.8) Cash flow hedges: Reclassified and reported in profit or loss 20 (0.2) 3.9 Tax in relation to share schemes 9 (0.7) 0.5 Tax in relation to cash flow hedges 9 0.3 (0.7) (4.0) (0.9) Total comprehensive income for the period 0.5 68.3 The notes on pages 173 to 217 form part of these Consolidated Financial Statements. FINANCIAL STATEMENTS 169 DR. MARTENS PLC ANNUAL REPORT 2025 CONSOLIDATED BALANCE SHEET AS AT 30 MARCH 2025 Note(s) FY25 FY24 £m £m ASSETS Non-current assets Intangible assets 12 274.0 270.0 Property, plant and equipment 13 49.6 59.4 Right-of-use assets 13 143.2 173.5 Investments 21 1.0 1.0 Derivative financial assets 20 – 0.1 Deferred tax assets 23 11.1 11.2 478.9 515.2 Current assets Inventories 14 187 .4 254.6 Trade and other receivables 15 62.4 68.8 Income tax assets 4.2 1.2 Derivative financial assets 20 1.0 1.5 Cash and cash equivalents 16 155.9 111.1 410.9 437 .2 Total assets 889.8 952.4 LIABILITIES Current liabilities Trade and other payables 17 (108.9) (92.2) Borrowings 18 (2.4) (8.4) Lease liabilities 18, 29 (45.9) (47 .0) Income tax liabilities (1.3) (5.8) Derivative financial liabilities 20 (0.1) (0.1) (158.6) (153.5) Non-current liabilities Borrowings 18 (246.3) (286.3) Lease liabilities 18, 29 (109.5) (135.3) Provisions 19 (6.5) (6.3) Deferred tax liabilities 23 (2.5) (2.8) (364.8) (430.7) Total liabilities (523.4) (584.2) Net assets 366.4 368.2 EQUITY Equity attributable to the owners of the Parent Ordinary share capital 24, 26 9.6 9.6 Treasury shares 25, 26 – – Hedging reserve 26 0.7 0.9 Capital redemption reserve 26 0.4 0.4 Merger reserve 26 (1,400.0) (1,400.0) Foreign currency translation reserve 26 6.6 9.7 Retained earnings 26 1,749.1 1,747 .6 Total equity 366.4 368.2 The notes on pages 173 to 217 form part of these Consolidated Financial Statements. The Consolidated Financial Statements on pages 168 to 217 were approved and authorised by the Board of Directors on 4 June 2025 and signed on its behalf by: IJE NWOKORIE GILES WILSON CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER 170 DR. MARTENS PLC ANNUAL REPORT 2025 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 52 WEEKS ENDED 30 MARCH 2025 Note(s) Ordinary Capital Foreign share Treasury Hedging redemption Merger translation Retained Total capital shares reserve reserve reserve reserve earnings equity £m £m £m £m £m £m £m £m At 1 April 2023 10.0 – (0.5) – (1,400.0) 12.5 1,782.2 404.2 Profit for the period – – – – – – 69.2 69.2 Other comprehensive income/(expense) – – 1.4 – – (2.8) 0.5 (0.9) Total comprehensive income/(expense) for the period – – 1.4 – – (2.8) 69.7 68.3 Dividends paid 11 – – – – – – (57 .8) (57 .8) Shares issued 24 – – – – – – – – Share-based payments 27 – – – – – – 4.0 4.0 Repurchase of ordinary share capital 24, 25 – (50.0) – – – – (0.5) (50.5) Cancellation of repurchased ordinary share capital 24, 25 (0.4) 50.0 – 0.4 – – (50.0) – At 31 March 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 The notes on pages 173 to 217 form part of these Consolidated Financial Statements. FINANCIAL STATEMENTS 171 DR. MARTENS PLC ANNUAL REPORT 2025 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 52 WEEKS ENDED 30 MARCH 2025 Note(s) FY25 FY24 £m £m Profit after taxation 4.5 69.2 Add back: income tax expense 9 4.3 23.8 finance income (3.8) (3.0) finance expense 8 32.0 32.2 depreciation, amortisation and impairment 12, 13 76.8 72.3 other losses/(gains) 0.1 (1.2) currency losses 3.1 4.2 gain realised on matured derivatives 1 (3.8) (1.5) share-based payments charge 27 7. 2 4.0 Decrease/(increase) in inventories 62.7 (1.6) Decrease in trade and other receivables 6.3 23.0 Increase/(decrease) in trade and other payables 1 15.3 (36.2) Change in net working capital 84.3 (14.8) Cash flows from operating activities Cash generated from operations 204.7 185.2 Taxation paid (12.2) (18.8) Settlement of matured derivatives 3.8 1.5 Net cash inflow from operating activities 196.3 167 .9 Cash flows from investing activities Additions to intangible assets 12 (10.3) (10.2) Additions to property, plant and equipment 13 (8.4) (18.2) Finance income received 3.4 2.9 Net cash outflow from investing activities (15.3) (25.5) Cash flows from financing activities Finance expense paid (31.5) (19.9) Payment of lease interest 29 (6.9) (8.6) Payment of lease liabilities 29 (49.3) (43.6) Repurchase of shares 24 – (50.5) Revolving credit facility drawdown – 30.0 Revolving credit facility repayment – (30.0) Proceeds from borrowings 18 250.0 – Repayment of borrowings 18 (283.0) – Settlement of matured derivatives (4.0) (5.5) Dividends paid 11 (9.5) (57 .8) Net cash outflow from financing activities (134.2) (185.9) Net increase/(decrease) in cash and cash equivalents 46.8 (43.5) Cash and cash equivalents at beginning of period 111.1 157 .5 Effect of foreign exchange on cash held (2.0) (2.9) Cash and cash equivalents at end of period 16 155.9 111.1 1. Comparative information has been re-presented to separately disclose the gain realised on matured derivatives. The notes on pages 173 to 217 form part of these Consolidated Financial Statements. 172 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 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 30 March 2025 and year ended 31 March 2024 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 30 March 2025 Consolidated Financial Statements, the Group going concern assessments to 28 June 2026, or the viability of the Group over the next three years. FINANCIAL CALENDAR During FY24, the Group amended the basis of preparation of the Consolidated Financial Statements to align with the operational trading of the business, by moving from a calendar year to a retail calendar basis. 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. The FY25 period began on 1 April 2024 and the Consolidated Financial Statements report the 52 weeks ended 30 March 2025 to conform to the retail calendar. The comparative period is the year to 31 March 2024. 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 13-month period to 28 June 2026. The Directors’ assessment used the same assumptions and methods as the viability assessment on pages 42 and 43. 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 + 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 30 March 2025. The term loan and revolving credit facility were successfully refinanced in November 2024. As at 30 March 2025 the Group reports cash of £155.9m, term loan of £250.0m, as well as available undrawn facilities of £122.8m. The initial term of the loan ends on 19 November 2027, there are two one-year extension options, subject to lender approval. Consistent with the Viability Statement on pages 42 and 43, 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) + US cyber-attack resulting in one-month loss of ecommerce sales during peak trading period + Weaker consumer sentiment and lower demand FINANCIAL STATEMENTS 173 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 2.1 BASIS OF PREPARATION CONTINUED ‘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 FY22 to FY25 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. A more extreme downside scenario is not considered plausible. A more severe variation of the severe but plausible downside was also prepared, which overlaid the impact of a ‘worst-case’ scenario for US tariffs. Given this is a live and uncertain situation, the severe but plausible downside was adjusted to include the impact of the highest set of reciprocal tariffs charged on the full volumes included in the base plan. This model reflects the tariffs announced on 3 April 2025, and does not reflect the impact of the 90-day pause on tariffs due to end on 8 July 2025. The combination of the above specific events and US tariffs is not considered plausible but illustrates that the Group can withstand the pressure of these tariffs on top of reduced demand, climate events and a cyber attack. 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 2026 and it was concluded that the business could weather extreme growth reductions without mitigation vs the base plan. The business would have to experience -19%pts decline in growth relative to the base plan before covenants are breached in March 2026. 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 -45%pts decline in revenue growth vs the base plan during the 52 week period to 28 June 2026. 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 30 March 2025 and 31 March 2024. 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. 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. 174 DR. MARTENS PLC ANNUAL REPORT 2025 2. Accounting policies continued 2.2 BASIS OF CONSOLIDATION CONTINUED 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 A number of new or amended standards became applicable for the current reporting period. These standards, amendments or interpretations do not have an impact on the Group in the current reporting period, and are not expected to have a material impact in future reporting periods: + Amendments to IAS 1 – Presentation of financial statements: non-current liabilities with covenants + Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements + Amendments to IFRS 16 – Leases on sale and leaseback 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: + Amendments to IAS 21 – Lack of exchangeability + IFRS 18 – Presentation and disclosure in financial statements + IFRS 19 – Subsidiaries without public accountability: disclosures + Annual Improvements to IFRS – Volume II 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 on the Group’s Consolidated Financial Statements. The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial period ending 29 March 2026 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 231 to 233, 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 52 weeks ended 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 231 to 233. 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, impairment of non-financial assets and currency gains/losses. 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 52 weeks ended 30 March 2025; 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 + Accelerated bank fees incurred on the refinancing of the Group’s loan facilities that are not considered to be part of the normal costs of the business 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. FINANCIAL STATEMENTS 175 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 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. 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. 176 DR. MARTENS PLC ANNUAL REPORT 2025 2. Accounting policies continued 2.8 TAXATION CONTINUED 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 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 or statutory company level as the case may be, 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. 2.11 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. FINANCIAL STATEMENTS 177 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 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. 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. 178 DR. MARTENS PLC ANNUAL REPORT 2025 2. Accounting policies continued 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. CASH AND CASH EQUIVALENTS Cash and cash equivalents primarily comprise cash held within 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 within cash and cash equivalents are debit and credit card payments made by customers which are receivable from card acquiring financial institutions 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. FINANCIAL STATEMENTS 179 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 2.16 FINANCIAL ASSETS CONTINUED Summary of the Group’s financial assets: Financial asset IFRS 9 classification Investments Fair value through other comprehensive income Trade and other receivables excluding Amortised cost prepayments 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 Amortised cos t non-financial liabilities 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. 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 2.15 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. 180 DR. MARTENS PLC ANNUAL REPORT 2025 2. Accounting policies continued 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 1 . To increase transparency the Group also includes additional voluntary disclosure analysis of global revenue within different operating channels. In previous periods EBITDA 1 was presented. However, this has been replaced with EBIT 1 as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have been updated to reflect this change. In July 2024, the IFRS Interpretations Committee (IFRIC) provided more clarification on the requirements under IFRS 8 on segmental disclosures. Specified items of income and expense are presented by reporting segment and other material items of income and expense are no longer limited to unusual or non-recurring items. Prior period amounts have been updated to reflect this change. 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 (FY24: £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. The last valuation was carried out at 30 June 2022, the next valuation is due at 30 June 2025. No asset is recognised in the Balance Sheet in respect of defined benefit pension plans due to the uncertainty over the Group’s right to a refund of the surplus from the scheme as set out in note 2.25. 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 income. 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. The net interest cost is limited by the asset ceiling. 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. 2.23 SHARE INCENTIVE PLAN (SIP) TRUSTS The Group operates two 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. 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. FINANCIAL STATEMENTS 181 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 2.24 SHARE-BASED PAYMENTS AND SHARE SCHEMES The Group 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’). 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: KEY JUDGEMENTS The following judgement has had the most significant effect on amounts recognised in the financial statements: 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. The surplus under the scheme is not recognised as an asset benefitting the Group on the Balance Sheet, as the Group believes there is uncertainty in relation to the recoverability of any surplus, which is therefore unlikely to derive any economic benefits from that surplus. In the Group’s view there is uncertainty over whether the Scheme Rules provide the Group with an unconditional right to a refund of the surplus from the scheme due to third-party discretionary investment powers which could use up any surplus prior to wind-up. Consistent with previous years, given this uncertainty, the Group has applied an asset ceiling to the pension scheme surplus of zero. As such, an asset ceiling has been applied to the Balance Sheet, and the net surplus of £8.7m (FY24: £9.1m) has not been recognised on the Balance Sheet. The net surplus has been capped to £nil (FY24: £nil). The key sensitivities of the defined benefit obligation to the actuarial assumptions are shown in note 30. OTHER AREAS OF JUDGEMENT AND ACCOUNTING ESTIMATES The Consolidated Financial Statements include other 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. 182 DR. MARTENS PLC ANNUAL REPORT 2025 2. Accounting policies continued 2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES CONTINUED 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 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. 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. FINANCIAL STATEMENTS 183 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 3. Segmental analysis FY25 EMEA Americas APAC Support costs 5 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 3,4 74.4 9.4 15.0 (61.8) 37.0 Exceptional costs 3 0.8 2.1 0.9 12.5 16.3 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) Impairment of non-financial assets (4.3) Currency losses (3.1) Profit before tax 8.8 FY24 6 EMEA Americas APAC Support costs 5 Total £m £m £m £m £m Revenue 1,2 431.8 325.8 119.5 – 877.1 Gross margin 290.1 200.2 84.9 – 575.2 Staff and operating costs (149.4) (135.9) (53.2) (39.2) (377.7) Depreciation, amortisation, impairment and other gains (31.0) (22.6) (9.6) (7.9) (71.1) Currency losses – – – (4.2) (4.2) EBIT 3,4 109.7 41.7 22.1 (51.3) 122.2 Exceptional costs 3 – – – – – Impairment of non-financial assets – – – – – Currency losses – – – 4.2 4.2 Adjusted EBIT 3 109.7 41.7 22.1 (47.1) 126.4 Net finance income and expense (29.2) Exceptional costs 3 – Impairment of non-financial assets – Currency losses (4.2) Profit before tax 93.0 1. Revenue by geographical market represents revenue from external customers; there is no inter-segment revenue. 2. Included in EMEA revenue is £142.1m (FY24: £168.5m) in relation to trading in the UK. 3. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 4. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have been updated to reflect this change. 5. 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 £5.1m currency loss (FY24: £4.6m loss). Americas trading entities incurred a £0.5m currency gain. (FY24: £0.3m gain). APAC trading entities incurred a £0.5m currency loss (FY24: £2.3m loss). 6. Segmental presentation has been changed in response to the July 2024 IFRIC decision on segmental reporting. Comparative periods have been re-presented. 184 DR. MARTENS PLC ANNUAL REPORT 2025 3. Segmental analysis continued ADDITIONAL ANALYSIS The Group derives its revenue in geographical markets from the following sources: FY25 FY24 £m £m Revenue by channel Ecommerce 268.3 276.3 Retail 242.4 256.8 Total DTC revenue 7 510.7 533.1 Wholesale 276.9 344.0 Total revenue 787.6 877.1 FY25 FY24 £m £m Non-current assets 8 EMEA 9 135.8 153.4 Americas 77. 3 92.2 APAC 14.0 17.7 Goodwill 240.7 240.7 Deferred tax 11.1 11.2 Total non-current assets 478.9 515.2 7. 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 231 to 233. 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 £75.3m (FY24: £83.9m) in relation to the UK legal entities. FINANCIAL STATEMENTS 185 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 4. Adjusting items Total adjustments to profit after tax for the 52 weeks ended 30 March 2025 are a net charge of £18.9m (FY24: £nil). Adjustments include exceptional costs 1 and other adjusting items. EBIT 1 includes exceptional costs 1 of £16.3m (FY24: £nil) and profit before tax includes £17.9m (FY24: £nil) of exceptional costs 1 . 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: FY25 FY24 £m £m Included in selling and administrative expenses Exceptional costs 1 Director joining costs 4.6 – Cost savings related costs 11.7 – Total exceptional costs 1 included in selling and administrative expenses 16.3 – Other adjusting items Impairment of non-financial assets 4.3 – Currency losses 3.1 4.2 Total other adjusting items included in selling and administrative expenses 7. 4 4.2 Adjustments to EBIT 1 23.7 4.2 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 25.3 4.2 Tax impact of adjustments: Exceptional costs 1,2 Director joining costs (0.6) – Cost savings related costs (2.9) – Accelerated amortisation of fees on debt refinancing (0.4) – Total tax impact of exceptional costs 1 (3.9) – Other adjusting items Impairment of non-financial assets 3 (1.0) – Currency losses/(gains) 4 (1.5) (1.1) Total tax impact of other adjusting items (2.5) (1.1) Adjustments to profit after tax 18.9 (3.1) 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. The tax impact of exceptional costs 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 losses/gains has been calculated by applying the Group’s effective tax rate. EXCEPTIONAL COSTS DIRECTOR JOINING COSTS The Group recognises significant costs associated with the appointment of the new CFO and CEO 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 new Directors relating to the share scheme value they lost because of leaving previous employment, outside of the Group’s LTIP scheme. The change in Directors has resulted in the initiation of broader changes within the Group, which are outlined below (refer to cost savings related costs) and are considered exceptional costs. During the period, the Group recognised costs associated with the appointment of the Directors of £4.6m (FY24: £nil). £1.6m relates to cash- settled compensation for a portion of their share scheme values lost and associated payroll taxes. £0.4m relates to other professional fees related to the recruitment of the Directors and £0.4m relates to the costs of the CEO handover period. £2.2m of this has been paid in cash. An additional £1.9m of the cost incurred relates to share-based payment expenses recognised in the period relating to the equity-settled compensation for their share scheme values lost, which is non-cash. A further £0.3m of expense relates to payroll taxes on the share-based payment expense which will be paid in cash when the schemes vest. A further £1.3m of share-based payment expense is expected to be incurred. 186 DR. MARTENS PLC ANNUAL REPORT 2025 4. Adjusting items continued COST SAVINGS RELATED COSTS In May 2024, the Group announced it would be undertaking a cost action plan in FY25 to create savings from operational efficiency and design, better procurement and operational streamlining. In February 2025, the Group also commenced a project to change and improve the Global Technology organisation and capability through the establishment of the Global Technology Centre in India. Costs in relation to these schemes were incurred with respect to severance payments of £9.2m, and other related costs of £2.5m. This corresponds to a cash outflow during the period of £8.3m. These costs are reported as exceptional costs due to their size, and due to the unusual and non-recurring nature of such programmes. ACCELERATED FEES ON DEBT REFINANCING In November 2024, following the refinancing and replacement 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 have been classified as exceptional costs 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. In the current period, the Group recognised costs amounting to £1.6m, with no cash flow impact. OTHER ADJUSTING ITEMS 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 latest Board approved budget and five-year plan future cash flow projections. 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 £4.3m (FY24: £nil) has been recorded, of which £1.1m (FY24: £nil) relates to property, plant and equipment, and £3.2m (FY24: £nil) 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: FY25 FY24 Note £m £m Selling and administrative expenses Staff costs 1 7 179.6 155.8 Operating costs 2 215.1 221.9 394.7 377.7 Amortisation of intangible assets 12 6.1 5.8 Depreciation of property, plant and equipment 13 15.0 15.2 Depreciation of right-of-use assets 13 51.4 51.3 Impairment of property, plant and equipment 13 1.1 – Impairment of right-of-use assets 13 3.2 – Currency losses 3.1 4.2 Other losses/(gains) 0.1 (1.2) Depreciation, amortisation, impairment, currency losses and other losses/(gains) 80.0 75.3 Total selling and administrative expenses 474.7 453.0 1. Included within staff costs is £14.4m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs. 2. Included within operating costs is £1.9m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs. FINANCIAL STATEMENTS 187 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 6. Auditors’ remuneration FY25 FY24 £m £m Audit services in respect of the financial statements of the Parent Company and consolidation 1,2 1.9 2.0 Audit services in respect of the financial statements of subsidiary companies 1 0.7 0.6 Other non-audit related services 0.2 0.2 2.8 2.8 1. In FY25, audit fees are split between consolidated and subsidiary company audits based on an approximate allocation of the audit work performed. FY24 figures have been restated to reflect the change in methodology. 2. Charge for the period includes £0.2m (FY24: £0.3m) of additional fees relating to the audit of the prior period, which were agreed and have been incurred as an accounting expense in the current period. 7. Staff costs The aggregate payroll costs were as follows: FY25 FY24 £m £m Wages and salaries 1,4 138.1 124.9 Termination benefits 2,4 7. 3 1.8 Social security costs 15.2 14.2 Pension costs 5.2 5.4 Other benefits 3 13.8 9.5 179.6 155.8 1. Included within wages and salaries is £2.5m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs. 2. Included within termination benefits is £6.5m of exceptional costs (FY24: £nil) relating to cost savings related costs. 3. Includes share-based payments of £7.2m (FY24: £4.0m). 4. FY24 costs have been re-presented to split out termination benefits from wages and salaries. For details of remuneration relating to Directors, please refer to the Directors’ Remuneration Report on pages 131 to 144 of the Annual Report. The monthly number of employees (including Directors) employed by the Group during the period was: FTE 5 Average 6 As at As at For the 52 weeks For the year ended 30 March 2025 31 March 2024 ended 30 March 2025 31 March 2024 No. No. No. No. EMEA 971 1,044 1,720 1,853 Americas 549 599 802 819 APAC 293 385 546 553 Global support functions 535 602 583 600 2,348 2,630 3,651 3,825 5. FTE (Full Time Equivalent) is calculated by dividing the employee’s contracted hours by the Group’s standard full time contract hours. 6. Average is the average actual employees of the Group during the period calculated on a monthly basis. 8. Finance expense FY25 FY24 £m £m Bank debt and other charges 22.1 22.3 Interest on lease liabilities 6.9 8.6 Discount unwind of dilapidation provision 0.2 – Amortisation of bank loan issue costs 1.2 1.2 Accelerated amortisation of fees on debt refinancing 1 1.6 – Other interest charges – 0.1 Total financing expense 32.0 32.2 1. Classified as an exceptional cost – see note 4 for detail. 188 DR. MARTENS PLC ANNUAL REPORT 2025 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: FY25 FY24 £m £m Current tax Current tax on UK profit for the period 1.7 17.2 Adjustment in respect of prior periods (0.1) (0.6) Current tax on overseas profits for the period 3.8 6.4 5.4 23.0 Deferred tax Origination and reversal of temporary differences (0.8) (0.8) Adjustment in respect of prior periods (0.3) 1.6 (1.1) 0.8 Total tax expense in the Consolidated Statement of Profit or Loss 4.3 23.8 Other comprehensive income Tax in relation to share schemes 0.7 (0.5) Tax in relation to cash flow hedges (0.3) 0.7 Total tax expense in the Consolidated Statement of Comprehensive Income 4.7 24.0 FY25 FY24 £m £m Factors affecting the tax expense for the period: Profit before tax 8.8 93.0 Profit before tax multiplied by standard rate of UK corporation tax of 25% (FY24: 25%) 2.2 23.3 Effects of: Non-deductible expenses 1.8 0.2 Share-based payments 0.9 0.3 Difference in foreign tax rates (0.1) (0.8) Other adjustments (0.1) (0.2) Adjustments in respect of prior periods 1 (0.4) 1.0 Total tax expense in the Consolidated Statement of Profit or Loss 4.3 23.8 Other comprehensive income Tax in relation to share schemes 0.7 (0.5) Tax in relation to cash flow hedges (0.3) 0.7 Total tax expense in the Consolidated Statement of Comprehensive Income 4.7 24.0 Effective tax rate 2 48.9% 25.6% 1. The adjustments in respect of the prior periods are in relation to current and deferred tax on temporary differences and movement in uncertain tax provisions. 2. Adjusted effective tax rate for the period is 31.6% (FY24: 25.6%). 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. All 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. To the extent that this is not the case there is the potential for Pillar Two taxes to apply, but these are not expected to be material. FINANCIAL STATEMENTS 189 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 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. FY25 FY24 Note £m £m Profit after tax 4.5 69.2 Adjustments to profit after tax 4 18.9 3.1 Adjusted profit after tax 1 23.4 72.3 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. FY25 FY24 No. No. Weighted average number of shares for calculating basic earnings per share (millions) 962.3 983.5 Potentially dilutive share awards (millions) 11.8 2.1 Weighted average number of shares for calculating diluted earnings per share (millions) 974.1 985.6 FY25 FY24 Earnings per share Basic earnings per share 0.5p 7.0p Diluted earnings per share 0.5p 7.0p Adjusted earnings per share 1 Adjusted basic earnings per share 1 2.4p 7.4p Adjusted diluted earnings per share 1 2.4p 7.3p During the year to 31 March 2024 the Group repurchased 39.9 million shares. The cash outflow was £50.5m (including transaction costs of £0.5m) pursuant to the share buyback scheme that was announced on 14 July 2023 and concluded on 19 December 2023. 11. Dividends FY25 FY24 £m £m Dividends paid during the period/year Prior period/year final dividend paid 9.5 42.8 Interim dividend paid – 1 15.0 Total dividends paid during the period/year 9.5 57.8 Dividend in respect of the period: Interim dividend: 0.85p (FY24: 1.56p) 8.2 15.0 Final dividend: 1.70p (FY24: 0.99p) 16.4 9.5 Total dividend in respect of the period/year 24.6 24.5 Payout ratio % 547% 35% 1. The FY25 interim dividend was paid on 8 April 2025. The Board has proposed, subject to shareholder approval, a final dividend of 1.70p (FY24: 0.99p), taking the total dividend for FY25, including the interim dividend of 0.85p, to 2.55p, a 547% payout ratio. 190 DR. MARTENS PLC ANNUAL REPORT 2025 12. Intangible assets Software Other intangibles 1 intangibles Goodwill Total £m £m £m £m Cost At 1 April 2023 48.2 1.2 240.7 290.1 Additions 10.2 – – 10.2 Disposals (1.0) – – (1.0) Foreign exchange (0.1) – – (0.1) At 31 March 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 Accumulated amortisation and impairment At 1 April 2023 24.5 – – 24.5 Charge for the year 5.7 0.1 – 5.8 Disposals (1.0) – – (1.0) Foreign exchange (0.2) 0.1 – (0.1) At 31 March 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 Net book value At 30 March 2025 32.3 1.0 240.7 274.0 At 31 March 2024 28.3 1.0 240.7 270.0 1. Software intangible additions in the period of £10.3m (FY24: £10.2m) include permanent employee staff costs capitalised of £0.6m (FY24: £0.8m). 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: FY25 FY24 £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 (FY24: £nil). FINANCIAL STATEMENTS 191 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 12. Intangible assets continued 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. The value in use calculation uses cash flow forecasts based on financial projections reviewed by the Board covering a five-year period (pre-perpetuity). 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. These 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. 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 key 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 12.7% for EMEA (FY24: 12.7%), 12.2% for Americas (FY24: 12.6%), and 11.8% for APAC (FY24: 12.4%). 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 (FY24: 1.9%), 2.2% for Americas (FY24: 2.2%), and 3.2% for APAC (FY24: 3.4%). The rates used are in line with geographical forecasts included within industry reports. OPERATING CASH FLOWS The main assumptions within the forecast operating cash flows include the achievement of future growth in ecommerce, retail and wholesale channels, sales prices and volumes (including reference to specific customer relationships and product lines), 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 each sales channel. 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 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 7.9% over the five years pre-perpetuity from FY25 sales in the base plan. Potential changes in these assumptions have been sensitised without cost mitigation as follows: FY25 Americas £m Original headroom 129.7 Headroom/(deficit) using a 10% decrease in forecasted sales (50.8) Headroom/(deficit) using a 10% increase in forecasted sales 308.4 Headroom/(deficit) using a 25% decrease in forecasted EBITDA (21.4) Headroom/(deficit) using a 25% increase in forecasted EBITDA 280.7 Headroom/(deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA and a 1%pt increase in pre-tax discount rate (120.6) SALES Sensitivities have been modelled in the table above based on a +/- 10% movement in sales relative to the base plan, applied each year and into perpetuity. A decrease in forecasted sales of -10% would result in the carrying amount being above the recoverable amount. A decrease in forecast sales of -10% results in a revised compound annual growth rate (CAGR) over the five years pre-perpetuity from FY25 sales of 5.6%, and an increase of 10% results in a revised CAGR of 10.0%.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 -7.2%. Additionally, the effect of applying published industry sales growth rates lower than the growth assumed within the base plan was assessed. Revenue and performance related cost mitigations were applied in this assessment, with other assumptions held consistent with the base plan. This assessment resulted in headroom above the carrying amount. EBITDA Sensitivities have been modelled in the table above based on a +/- 25% movement in EBITDA relative to the base plan each year and into perpetuity. A decrease in forecasted EBITDA of -25% would result in the carrying amount being above the recoverable amount. 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 -21.5%. This would result in an FY26 EBITDA % of 8.8%. 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%pt. This would result in the carrying amount being above the recoverable amount. 192 DR. MARTENS PLC ANNUAL REPORT 2025 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 2023 8.0 76.3 16.2 8.7 109.2 Additions 0.1 14.7 0.1 1.3 16.2 Disposals (0.1) (3.9) – (1.3) (5.3) Reclassifications to right-of-use assets – (3.3) – – (3.3) Foreign exchange (0.2) (1.8) (0.3) (0.2) (2.5) At 31 March 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 Accumulated depreciation and impairment At 1 April 2023 0.6 38.7 3.4 5.2 47.9 Charge for the year 0.3 11.9 0.8 2.2 15.2 Impairment – – – – – Eliminated on disposal (0.1) (3.9) – (1.3) (5.3) Reclassifications to right-of-use assets – (1.6) – – (1.6) Foreign exchange – (1.2) – (0.1) (1.3) At 31 March 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 Net book value At 30 March 2025 6.7 30.7 10.7 1.5 49.6 At 31 March 2024 7.0 38.1 11.8 2.5 59.4 FINANCIAL STATEMENTS 193 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 13. Property, plant and equipment continued 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 2023 235.4 Additions 1 77. 0 Reassessments of leases 2 (4.0) Reclassifications from property, plant and equipment 3.3 Modifications of leases 10.1 Disposals (10.1) Foreign exchange (8.8) At 31 March 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 Accumulated depreciation and impairment At 1 April 2023 91.3 Charge for the year 51.3 Reclassifications from property, plant and equipment 1.6 Disposals (10.0) Foreign exchange (4.8) At 31 March 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 Net book value At 30 March 2025 143.2 At 31 March 2024 173.5 1. Additions include £0.7m of direct costs (FY24: £2.0m) and £1.2m (FY24: £2.5m) 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 £3.2m (FY24: £nil) to right-of-use assets and £1.1m (FY24: £nil) 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 £0.9m, which is their carrying value at the period end. 194 DR. MARTENS PLC ANNUAL REPORT 2025 13. Property, plant and equipment continued 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 calculation uses cash flow forecasts based on financial projections reviewed by the Board covering a five-year period. 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. These cash flows are consistent with those used to review going concern and viability, however, are adjusted for relevance to the nature and tenure of the retail store lease. 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. 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 12.4% (FY24: 12.7%). 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 long-term forecast approved by the Board. We have concluded no material reasonable possible changes in assumptions will result in an impairment and therefore no sensitivity analysis has been disclosed. In FY24, no indicators of impairment were identified. 14. Inventories FY25 FY24 £m £m Raw materials 1.6 2.2 Finished goods 185.8 252.4 Inventories net of provisions 187.4 254.6 FY25 FY24 £m £m Inventory provision 2.5 2.6 Inventory written off to Consolidated Statement of Profit or Loss 1.0 0.9 The cost of inventories recognised as an expense and included in cost of sales amounted to £253.4m (FY24: £284.3m). The remainder of total cost of sales of £275.9m (FY24: £301.9m) relates to freight including shipping out costs. FINANCIAL STATEMENTS 195 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 15. Trade and other receivables FY25 FY24 £m £m Trade receivables 50.6 55.1 Less: allowance for expected credit losses (0.9) (0.8) Trade receivables – net 49.7 54.3 Other receivables 7. 1 7. 7 56.8 62.0 Prepayments 5.6 6.8 62.4 68.8 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 30 March 2025 the amount of collateral held was £0.3m (FY24: £0.3m). As at 30 March 2025 trade receivables of £1.4m (FY24: £1.9m) were due over 90 days, trade receivables of £0.3m (FY24: £0.7m) were due between 60-90 days and trade receivables of £48.9m (FY24: £52.5m) 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 30 March 2025 trade receivables were carried net of expected credit losses of £0.9m (FY24: £0.8m). 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: FY25 FY24 £m £m Up to 60 days – 0.1 60 to 90 days – – Over 90 days 0.9 0.7 0.9 0.8 FY25 FY24 £m £m At 1 April 0.8 1.8 Change in provision for expected credit losses 0.1 (1.0) At 30 March 2025 and 31 March 2024 0.9 0.8 Debtors days 58 52 196 DR. MARTENS PLC ANNUAL REPORT 2025 15. Trade and other receivables continued The carrying amount of the Group’s trade and other receivables is denominated in the following currencies: FY25 FY24 £m £m UK Sterling 3.9 4.9 Euro 12.8 13.1 US Dollar 26.3 27.4 Japanese Yen 2.5 2.5 Other currencies 4.2 6.4 49.7 54.3 16. Cash and cash equivalents FY25 FY24 £m £m Cash and cash equivalents 1 155.9 111.1 1. Cash includes £58.7m of investments in high-quality overnight money market funds (FY24: £58.9m). A further £58.5m sits in term deposits with terms of less than 90 days (FY24: £11.9m). 17. Trade and other payables FY25 FY24 £m £m Trade payables 27.5 33.0 Taxes and social security costs 10.6 12.2 Other payables 7. 1 7.6 45.2 52.8 Accruals 1 63.7 39.4 108.9 92.2 1. Included within accruals is the refund liability of £3.9m (FY24: £3.9m), deferred income of £2.4m (FY24: £2.5m), accruals for royalties of £9.5m (FY24: £10.9m), goods received not invoiced of £6.5m (FY24: £0.6m), and other accruals of £41.4m (FY24: £21.5m). 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 30 March 2025, other payables included £5.2m (FY24: £6.3m) in relation to employment-related payables. 18. Borrowings FY25 FY24 Note £m £m Current Bank interest 2.4 8.4 Lease liabilities 29 45.9 47.0 Total current 48.3 55.4 Non-current Bank loans (net of unamortised bank fees) 246.3 286.3 Lease liabilities 29 109.5 135.3 Total non-current 355.8 421.6 Total borrowings 1 404.1 477.0 Analysis of bank loan: Non-current bank loans (net of unamortised bank fees) 246.3 286.3 Add back unamortised fees 3.7 2.3 Total gross bank loan 250.0 288.6 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. FINANCIAL STATEMENTS 197 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 18. Borrowings continued On 19 November 2024, the Group agreed with existing and new lenders to refinance its debt facilities, previously comprising a €337.5m Term Loan and revolving credit facility (RCF) of £200.0m. The refinanced facility (‘New Facilities’) consists of a £250.0m Term Loan and RCF of £126.5m for an initial term of three years (ending 19 November 2027), with two one-year extension options, subject to lender approval. The New Facilities continue to include a committed ancillary facility (carved out of the RCF) of which £3.7m (FY24: £3.4m) has been utilised primarily for landlord bank guarantees. The New Facilities were accounted for as an extinguishment of the previous debt under IFRS 9, as the terms were deemed substantially different from the prior arrangements. As a result, the previous €337.5m Term Loan was derecognised, and the new £250.0m loan recognised as a financial liability at fair value of £245.8m when including transaction costs directly related to the refinancing of £4.2m. Unamortised fees relating to the previous debt extinguishment totalling £1.6m were recognised in the Consolidated Statement of Profit or Loss as an exceptional cost for the period. The New 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 new Term Loan is charged with a variable margin depending on the Group leverage over compounded daily SONIA. The weighted total interest rate for this instrument in FY25 was 8.1% at an annualised rate. Interest on the Euro Term Loan B was charged with a variable margin depending on the Group leverage over floating EURIBOR. The weighted total interest rate for this instrument in FY25 up to extinguishment was 6.8% (FY24: 6.6%). BANK LOANS Loan repayments will occur as follows: Term Loan £m 2027 (19 November 2027) 250.0 Total 250.0 FY25 FY24 £m £m Revolving credit facility utilisation Guarantees 3.7 3.4 Total utilised facility 3.7 3.4 Available facility (unutilised) 122.8 196.6 Total revolving facility 126.5 200.0 % % Interest rate charged on unutilised facility 1.23 0.90 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 Cash Fee Interest Working Fair value exchange 30 March 1 April 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 Loan interest payable 8.4 (27.6) – 21.6 – – – – 2.4 Loan-related derivatives – – – – 4.0 – (4.0) – – Total borrowings 299.3 (56.8) (2.8) 21.6 4.0 0.4 (4.0) (5.6) 256.1 198 DR. MARTENS PLC ANNUAL REPORT 2025 18. Borrowings continued Foreign Cash Fee Interest Working Fair value exchange 31 March 1 April 2023 movements amortisation expense Settlement capital movement movement 2024 £m £m £m £m £m £m £m £m £m Euro Term Loan B 296.8 – – – – – – (8.2) 288.6 Capitalised fees 3.5 – (1.2) – – – – – 2.3 Loan interest payable 6.2 (19.5) – 21.6 – – – 0.1 8.4 Loan-related derivatives (0.2) – – – 5.5 – (5.3) – – Total borrowings 306.3 (19.5) (1.2) 21.6 5.5 – (5.3) (8.1) 299.3 Movements in the lease liabilities are not included above but are detailed in note 29. NET DEBT 1 RECONCILIATION The breakdown of net debt 1 was as follows: FY25 FY24 £m £m Cash and cash equivalents 155.9 111.1 Bank loans (excluding unamortised bank fees) 2 (250.0) (288.6) Lease liabilities (155.4) (182.3) Net debt 1 (249.5) (359.8) 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. In previous periods, bank loans were presented net of unamortised bank fees of £2.3m. 19. Provisions Total £m At 1 April 2023 4.4 Arising during the year 2.5 Amounts utilised (0.4) Foreign exchange (0.2) At 31 March 2024 6.3 Arising during the period 1.2 Remeasurements during the period 1 (0.7) Amounts utilised (0.3) Discount rate unwind 1 0.2 Foreign exchange (0.2) At 30 March 2025 6.5 1. The Group adjusted property provisions during the period to their present value. Interest expense is now recognised for the unwinding of the discounting of the provisions. All provisions are property provisions that relate to the estimated repair and restoration costs for properties at the end of the lease. 20. Derivative assets and liabilities FY25 FY24 £m £m Assets Foreign exchange forward contracts – Current 1.0 1.5 Foreign exchange forward contracts – Non-current – 0.1 Liabilities Foreign exchange forward contracts – Current (0.1) (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. FINANCIAL STATEMENTS 199 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 20. Derivative assets and liabilities continued 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. The Group also utilised foreign exchange derivatives in a hedging relationship to partially hedge the foreign exchange translation risk (into functional GBP) on its EUR Term Loan extinguished on 19 November 2024. The following table represents the nominal amounts and types of derivatives held as at each Balance Sheet date: FY25 FY24 Average foreign exchange rate Cash flow hedges: sell GBP buy EUR – 1.1539 Cash flow hedges: sell EUR buy GBP 1.1684 1.1366 Derivatives measured at fair value through profit or loss: sell EUR buy GBP – 1.1448 Nominal amounts Cash flow hedges: sell GBP buy EUR €m €m Less than a year – 130.0 More than a year but less than two years – – Cash flow hedges: sell EUR buy GBP £m £m Less than a year 82.2 66.5 More than a year but less than two years 7. 0 2.1 Derivatives measured at fair value through profit or loss: sell EUR buy GBP £m £m Less than a year – 1.9 More than a year but less than two years – – 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. Following the refinancing in November 2024, foreign exchange derivatives with a notional amount of €160.0m in a cash flow hedge relationship to mitigate the GBP/EUR currency risk from the EUR Term Loan were de-designated. At the same time these derivatives were economically closed out by the entering of equal and opposite foreign exchange forward contracts. All de-designated and close out trades had matured at 30 March 2025 with none remaining on Balance Sheet. Fair value movements related to de-designated derivatives and their corresponding close out trades in the period ended 30 March 2025 were not material on a net basis. Gains/losses reclassified from the Consolidated Statement of Comprehensive Income to the Consolidated Statement of Profit or Loss during the period are as follows: FY25 FY24 £m £m Revenue 3.8 1.5 Foreign exchange losses (3.6) (5.4) 0.2 (3.9) 200 DR. MARTENS PLC ANNUAL REPORT 2025 20. Derivative assets and liabilities continued FOREIGN EXCHANGE FORWARD DERIVATIVES CONTINUED 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. FY25 Gross carrying Amounts amounts not offset Net amounts £m £m £m Derivative financial assets 1.0 (0.1) 0.9 Derivative financial liabilities (0.1) 0.1 – FY24 Gross carrying Amounts amounts not offset Net amounts £m £m £m Derivative financial assets 1.6 (0.1) 1.5 Derivative financial liabilities (0.1) 0.1 – 21. Investments FY25 FY24 £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 Ltd (GP), 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. 30 March 2025 Fair value through Fair value Assets at other comprehensive through amortised cost 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 1 155.9 154.0 2.0 58.7 214.7 1. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk. Fair value through Fair value Liabilities at other comprehensive through amortised cost 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 liabilities (mainly tax and social security costs) 95.9 – – 95.9 503.7 0.1 – 503.8 FINANCIAL STATEMENTS 201 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 22. Financial instruments continued 31 March 2024 Fair value through Assets at other comprehensive Fair value through amortised cost 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 62.0 – – 62.0 Derivative financial assets – Current – 1.5 – 1.5 Derivative financial assets – Non-current – 0.1 – 0.1 Cash and cash equivalents 52.2 – 58.9 1 111.1 114.2 2.6 58.9 175.7 1. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk. Fair value through Liabilities at other comprehensive Fair value through amortised cost income profit or loss Total £m £m £m £m Liabilities as per Balance Sheet Bank debt (excluding unamortised bank fees) 288.6 – – 288.6 Bank interest – Current 8.4 – – 8.4 Lease liabilities – Current 47.0 – – 47.0 Lease liabilities – Non-current 135.3 – – 135.3 Derivative financial instruments – Current – 0.1 – 0.1 Trade and other payables excluding non-financial liabilities (mainly tax and social security costs) 77.5 – – 77.5 556.8 0.1 – 556.9 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 to 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). 202 DR. MARTENS PLC ANNUAL REPORT 2025 22. Financial instruments continued LIQUIDITY RISK CONTINUED The table below sets out the contractual maturities (representing undiscounted contractual cash flows) of loans, borrowings and other financial liabilities: 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 At 31 March 2024 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 – – 288.6 – 288.6 Bank loans – Interest 1 10.7 11.6 22.3 – 44.6 Total bank loans 10.7 11.6 310.9 – 333.2 Lease liabilities 14.0 39.5 118.5 30.7 202.7 Derivative financial instruments – 0.1 – – 0.1 Trade and other payables excluding non-financial liabilities 77.5 – – – 7 7. 5 102.2 51.2 429.4 30.7 613.5 1. FY25 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. FY24 future interest cash flows were determined by a variable margin depending on the Group leverage forecast over a six-month average EURIBOR 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 30 March 2025, 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 £1.4m (FY24: £1.5m). FINANCIAL STATEMENTS 203 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 22. Financial instruments continued 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. 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 1,2 (all other foreign exchange rates remaining unchanged) as follows: FY25 FY24 10% appreciation of currency £m £m US Dollar (12.6) (7.3) Euro 13.4 16.7 Yen 3.4 3.8 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 2. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have been updated to reflect this change. 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: FY25 FY24 £m £m Non-current Assets 11.1 11.2 Liabilities (2.5) (2.8) 8.6 8.4 The gross movement on the deferred income tax is as follows: FY25 FY24 £m £m Credit for the period in the Consolidated Statement of Comprehensive Income 0.2 1.6 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. 204 DR. MARTENS PLC ANNUAL REPORT 2025 23. Deferred taxation continued 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 2023 (2.4) 4.0 7. 4 0.7 0.3 10.0 Statement of Profit or Loss (charge)/credit (0.8) (0.4) 0.5 (0.1) – (0.8) (Charged)/credited directly to equity – – (0.7) – 0.5 (0.2) Foreign exchange – (0.3) (0.3) – – (0.6) At 31 March 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 1. This adjustment relates to the release of a historic 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. Deferred taxation not provided in the financial statements: FY25 FY24 £m £m Tax losses 2 8.9 9.1 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 is £35.4m (FY24: £36.3m) 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 FY25 FY25 FY24 FY24 No. £m No. £m Authorised, called up and fully paid Ordinary shares of £0.01 each 964,537,323 9.6 961,878,608 9.6 The movements in the ordinary share capital during the 52 weeks ended 30 March 2025 and the year ended 31 March 2024 were as follows: FY25 FY25 FY24 FY24 No. £m No. £m At 1 April 961,878,608 9.6 1,000,793,898 10.0 Shares issued 2,658,715 – 953,845 – Repurchase and cancellation of ordinary share capital – – (39,869,135) (0.4) At 30 March 2025 and 31 March 2024 964,537,323 9.6 961,878,608 9.6 The cost of shares purchased by the Share Incentive Plan (SIP) Trusts is offset against the profit and loss account, as the amounts paid reduce the profits available for distribution by the Company. During the year ended 31 March 2024 Dr. Martens plc repurchased 39.9 million ordinary shares for a total consideration of £50.5m, including transaction costs of £0.5m, as part of a share repurchase programme announced on 1 July 2023. All shares purchased were for cancellation. The repurchased shares represented 4.1% of ordinary share capital. The number of shares in issue is reduced where shares are repurchased. FINANCIAL STATEMENTS 205 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 25. Treasury shares The movements in treasury shares held by the Company during the 52 weeks ended 30 March 2025 and year ended 31 March 2024 were as follows: FY25 FY25 FY24 FY24 No. £m No. £m At 1 April 394,923 – 110,153 – Repurchase of shares for cancellation – – 39,869,135 50.0 Cancellation of shares – – (39,869,135) (50.0) Shares issued for share schemes held in trust 447,685 – 284,770 – Shares vested from share schemes held in trust (107,248) – – – At 30 March 2025 and 31 March 2024 735,360 – 394,923 – On 14 July 2023 Dr. Martens plc announced a share buyback programme. Treasury shares existed during the year ended 31 March 2024 as a result of the timing delay between the repurchase of shares under this programme and the subsequent cancellation of these shares. The programme concluded on 19 December 2023. 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 as ‘treasury shares’. The shares held by the SIP Trusts were issued directly to the Trusts in order to satisfy outstanding employee share options and potential awards under the employee share incentive schemes. The Company issued 447,685 shares directly to the Trusts during the 52 week period and held 735,360 as at 30 March 2025 (31 March 2024: 394,923). This reserve was previously referred to as ‘capital reserve – own shares’. This reserve also included treasury shares repurchased but not yet cancelled, pursuant to the share buyback programme, which concluded during FY24. 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 pages 138 and 139 of the Annual Report. 206 DR. MARTENS PLC ANNUAL REPORT 2025 27. Share-based payments and share schemes continued 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. 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: FY25 FY24 LTIP LTIP No. WAEP No. WAEP Outstanding at the beginning of the period 15,324,569 – 6,788,582 – Granted 20,262,208 £0.00 10,597,184 £0.00 Vested (2,768,104) – (653,105) – Forfeited (5,736,703) – (1,408,092) – Outstanding at the end of the period 27,081,970 £0.00 15,324,569 £0.00 Weighted average contractual life remaining (years) 1.8 £0.00 1.6 £0.00 FAIR VALUE MEASUREMENT The following table lists the inputs to the models used for the plans granted during the 52 weeks ended 30 March 2025 and year ended 31 March 2024: 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 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 FINANCIAL STATEMENTS 207 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 27. Share-based payments and share schemes continued FAIR VALUE MEASUREMENT CONTINUED 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 The following schemes granted in FY22 were also still in existence during FY24: FY22 LTIP PSP RSU RSU Date of grant 15/12/2021 06/07/2021 15/12/2021 Share price (pence) 388 453 388 Fair value at grant date (pence) 301 453 388 Exercise price (pence) 0 0 0 Dividend yield (%) Nil Nil Nil Expected volatility (%) 54.57% Nil Nil Risk-free interest rate (%) 0.42% Nil Nil Expected life (years) 2.3 years 2.7 years 2.3 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. 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. 208 DR. MARTENS PLC ANNUAL REPORT 2025 27. Share-based payments and share schemes continued 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: FY25 FY24 SIP SIP No. No. Outstanding at the beginning of the period 385,523 92,318 Granted 634,772 335,940 Vested (107,248) – Forfeited (75,836) (42,735) Outstanding at the end of the period 837,211 385,523 Weighted average contractual life remaining (years) 2.1 years 2.4 years FAIR VALUE MEASUREMENT The following table lists the inputs to the model used for the SIP plans for the period ended 30 March 2025 and year ended 31 March 2024: FY25 FY24 FY23 SIP Date of grant 20/09/2024 22/09/2023 15/09/2022 Share price (pence) 55-95 82-165 128-290 Fair value at grant date (pence) 55-95 82-165 128-290 Exercise price (pence) 0 0 0 Dividend yield (%) Nil Nil Nil Expected volatility (%) 0 0 0 Risk-free interest rate 0 0 0 Weighted average expected life (years) 3.4 years 3.3 years 3.2 years Model used N/A N/A N/A 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 £0.4m (FY24: £0.2m). Within this amount is £0.3m of exceptional costs relating to Director joining costs. There were £nil exceptional costs in FY24. Included in staff costs and accruals is £nil (FY24: £0.1m) in relation to expenses arising from cash-settled share-based payments. Included in staff costs is £7.2m (FY24: £4.0m) in relation to expenses arising from equity-settled share-based payments. Within this amount is £0.3m (FY24: £0.1m) in relation to the SIP, £1.9m of exceptional costs relating to Director joining costs and £0.1m of exceptional costs relating to the cost action plan. There were £nil exceptional costs in FY24. 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. FINANCIAL STATEMENTS 209 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 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. FY25 FY24 £m £m Within 1 year 7. 0 7.4 1 to 5 years 6.5 9.0 Over 5 years – – 13.5 16.4 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 (FY24: £5.3m) and other guarantees of £0.2m (FY24: £0.2m). £3.7m of issued guarantees (FY24: £3.4m) are secured by an ancillary carve-out from the Group’s revolving credit facility. 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: FY25 FY24 £m £m Within 1 year 0.2 0.3 1 to 5 years 1.4 0.9 Over 5 years 1.0 0.1 2.6 1.3 29. Leases Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements during the period: FY25 FY24 Note £m £m At 1 April 182.3 152.4 Additions 1 16.7 72.5 Reassessments 3.0 (4.7) Modifications 6.3 10.1 Interest expense 8 6.9 8.6 Lease capital and interest repayments (56.2) (52.2) Foreign exchange (3.6) (4.4) At 30 March 2025 and 31 March 2024 155.4 182.3 Current 18 45.9 47.0 Non-current 18 109.5 135.3 1. Additions comprises right-of-use asset additions less working capital of £1.9m (FY24: £4.5m). 210 DR. MARTENS PLC ANNUAL REPORT 2025 29. Leases continued The following amounts were recognised in the Consolidated Statement of Profit or Loss: FY25 FY24 Note £m £m Depreciation expense of right-of-use assets 13 51.4 51.3 Impairment of right-of-use assets 13 3.2 – Gain on remeasurement of leases (0.3) (1.1) Interest expense on lease liabilities 8 6.9 8.6 Expenses relating to short-term leases 0.3 0.3 Variable lease payments 2.9 3.5 Total operating expenses recognised in profit 3.2 3.8 Total amount recognised in profit 64.4 62.6 VARIABLE LEASE PAYMENTS ON SALES Some leases of retail stores contain variable lease payments that are based on sales that the Group makes at the store. These payment terms are common in retail stores in some countries where the Group operates. Fixed and variable payments for the 52 weeks ended 30 March 2025 were as follows: Estimated annual impact on rent of a 1% Fixed payments Variable payments Total payments increase in sales £m £m £m £m FY25: Leases with lease payments based on sales 16.2 2.9 19.1 0.1 FY24: Leases with lease payments based on sales 13.5 3.5 17.0 0.1 Turnover related rent is where the contract states the lease rent is the higher of the fixed base rent or percentage of turnover of the store. Unless specified otherwise in the lease, turnover rent is defined as net turnover (i.e. excluding returns), not including click and collect. To verify the correct rent, the landlord often requests ‘turnover certificates’ on a regular basis, e.g. monthly/quarterly/annually. The rent is invoiced in arrears based on this calculation and accrued monthly. It is paid as invoiced depending on the lease terms. The fixed base element is capitalised as above and the variable element (based on turnover) is expensed to the Consolidated Statement of Profit or Loss. 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 by the Property Accountant as they occur. Potential future lease Lease liabilities payments not included recognised in lease liabilities (discounted) (undiscounted) £m £m FY25: Leases with lease extension options 38.2 84.5 FY24: Leases with lease extension options 43.3 84.0 FINANCIAL STATEMENTS 211 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 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 £5.2m for the period ended 30 March 2025 (FY24: £5.4m) and at 30 March 2025 £0.2m (FY24: £1.0m) 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. 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. The last valuation was carried out at 30 June 2022 which confirmed that the Plan had sufficient assets to meet the Statutory Funding Objective. The next valuation is due at 30 June 2025. The Statutory Funding Objective does not currently impact on the recognition of the Plan in these financial statements. Following a request from the Trustees, in August 2024 the Company agreed to a one-off discretionary pension increase for three members of the Plan. No other discretionary benefits were awarded. The weighted average duration of the defined benefit obligation is approximately 11 years (FY24: 12 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 The defined benefit section of the Plan exposes Airwair International Limited to a number of risks: + 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% (FY24: 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 for the year ended 31 March 2024 disclosed considerable uncertainty of whether a judgment in the High Court case of Virgin Media vs NTL Trustees will stand following appeal. The appeal to this judgment was dismissed on 25 July 2024. 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. The Company has considered the extent to which it should investigate the implications of the Virgin Media ruling on its IAS 19 disclosures as at 30 March 2025 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. To date, the Company has not commenced investigations into the potential impact of the ruling, as there remains uncertainty regarding whether additional rulings will provide further clarification in some areas, or whether the government will intervene to resolve the issue for some or all schemes. This view is consistent with the views of the Trustees of the Plan. Equally, 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, the Group’s view is that it is appropriate to continue to disclose that the judgment could have material consequences but that, in the absence of any further specific information, it is not in a position to provide further details at this point. 212 DR. MARTENS PLC ANNUAL REPORT 2025 30. Pensions continued EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS 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 at 30 June 2022, 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. The next valuation of the Plan is due at 30 June 2025. If this reveals a deficit then Airwair International Limited may be required to pay contributions to the Plan to repair the deficit over time. The amounts recognised in the Balance Sheet (under IAS 19 Employee Benefits) are determined as follows: FY25 FY24 £m £m Fair value of plan assets – defined benefit section 42.4 46.7 Present value of funded obligations – defined benefit section (33.7) (37.6) Surplus of funded plans 8.7 9.1 Impact of asset ceiling (8.7) (9.1) Net pension asset – – Although the Plan has a surplus, this is not recognised on the grounds that Airwair International Limited is unlikely to derive any future economic benefits from the surplus. As such, an asset ceiling has been applied to the Balance Sheet, and the net surplus of £8.7m (FY24: £9.1m) has not been recognised on the Balance Sheet. The net surplus has been capped to £nil (FY24: £nil). A reconciliation of the net defined benefit asset over the period is given below: FY25 FY24 £m £m Net defined benefit asset at beginning of the period – – Total defined benefit charge in the Statement of Profit or Loss – – Remeasurement losses in the Statement of Comprehensive Income – – Employer’s contributions – – Net defined benefit asset at end of the period – – 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 £16k (FY24: £nil). 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: FY25 FY24 £m £m Losses on defined benefit assets in excess of interest 4.3 3.0 Experience loss on defined benefit obligation – 0.3 Gains from changes to demographic assumptions – (0.4) Gains from changes to financial assumptions (3.4) (0.4) Change in effect of asset ceiling (0.9) (2.5) Total remeasurements to be shown in other comprehensive income – – FINANCIAL STATEMENTS 213 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 30. Pensions continued The change in defined benefit scheme assets over the period was: FY25 FY24 £m £m At 1 April 46.7 49.5 Interest on defined benefit assets 2.2 2.3 Movement on defined benefit section assets less interest (4.3) (3.0) Benefits paid from the defined benefit section (2.2) (2.1) At 30 March 2025 and 31 March 2024 42.4 46.7 The change in the defined benefit scheme funded obligations over the period was: FY25 FY24 £m £m At 1 April 37.6 38.4 Past service cost – – Interest cost on defined benefit obligation 1.7 1.8 Experience loss on defined benefit obligation – 0.3 Changes to demographic assumptions – (0.4) Changes to financial assumptions (3.4) (0.4) Benefits paid from the defined benefit section (2.2) (2.1) At 30 March 2025 and 31 March 2024 33.7 37.6 The change in the effect of the asset ceiling over the period was as follows: FY25 FY24 £m £m At 1 April 9.1 11.1 Net interest charge on asset ceiling 0.5 0.5 Changes in the effect of the asset ceiling excluding interest (0.9) (2.5) At 30 March 2025 and 31 March 2024 8.7 9.1 214 DR. MARTENS PLC ANNUAL REPORT 2025 30. Pensions continued 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. FY25 FY24 £m £m Assets with a quoted market value in an active market: Cash and other Domestic – 0.1 – 0.1 Assets without a quoted market value in an active market: Equities and property Domestic 0.1 3.0 Foreign 2.0 4.3 2.1 7.3 Fixed interest bonds Unspecified 13.0 6.3 13.0 6.3 Index linked gilts Domestic 25.9 30.0 25.9 30.0 Alternatives Unspecified 0.5 1.8 0.5 1.8 Property Unspecified – 0.4 – 0.4 Insured annuities Domestic 0.8 0.9 0.8 0.9 Cash and other Domestic 0.1 1.5 Foreign – – Unspecified – (1.6) 0.1 (0.1) Fair value of plan assets 42.4 46.7 FINANCIAL STATEMENTS 215 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 30. Pensions continued A full actuarial valuation was carried out at 30 June 2022. The results of that valuation were updated to 30 March 2025 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: FY25 FY24 Discount rate 5.7% 4.9% Inflation assumption (RPI) 3.2% 3.2% Inflation assumption (CPI) 2.5% 2.5% LPI pension increases subject to 5% cap 3.1% 3.1% LPI pension increases subject to 3% cap 2.5% 2.5% Revaluation in deferment 2.5% 2.5% Post retirement mortality assumption 105% (males) and 111% (females) 105% (males) and 111% (females) of S3PA tables, with allowance for of S3PA tables, with allowance for future improvements in line with future improvements in line with the the CMI_2022 core projection CMI_2022 core projection model model using 0% 2020 and 2021 using 0% 2020 and 2021 weight weight parameters, a 15% 2022 parameters, a 25% 2022 weight weight parameter, a long-term rate parameter, a long-term rate of of improvement of 1.0% p.a. and improvement of 1.0% p.a. and an an initial addition of 0.2% initial addition of 0.2% Tax free cash Members are assumed to take Members are assumed to take 50% of the maximum tax free 50% of the maximum tax free cash possible cash possible Proportion married at retirement or earlier death 80% of male members and 65% 80% of male members and 65% of female members are assumed of female members are assumed to be married at retirement or to be married at retirement or earlier death earlier death Age difference Males three years older than Males three years older than dependant, females one year dependant, females one year younger than dependant younger than dependant Assumed life expectancies on retirement at age 65 are: Retiring today: Male 21.1 21.1 Female 23.3 23.2 Retiring in 20 years’ time: Male 22.2 22.1 Female 24.4 24.3 The key sensitivities of the defined benefit obligation to the actuarial assumptions are shown below: FY25 FY24 £m £m Discount rate Plus 0.5% (1.7) (2.7) Minus 0.5% 1.9 3.0 Plus 1.0% (3.2) (4.6) Minus 1.0% 3.9 5.7 Rate of inflation Plus 0.5% 1.4 2.0 Minus 0.5% (1.5) (1.8) Life expectancy Plus 1.0 year 1.4 1.6 Minus 1.0 year (1.4) (1.6) 216 DR. MARTENS PLC ANNUAL REPORT 2025 30. Pensions continued 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. The net Balance Sheet and Consolidated Statement of Profit or Loss are not sensitive to the actuarial assumptions used at the current time, due to the effect of the asset ceiling. 31. 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. FY25 FY24 £000 £000 GFM GmbH Trademarks 1 Amounts incurred 80.0 64.7 Amounts payable by/(owed) at the period end – (4.6) 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: FY25 FY24 £m £m Salaries and benefits 9.1 5.1 Termination benefits 0.3 – Pensions 0.2 0.3 LTIPs – Share-based payments 3.5 0.6 FINANCIAL STATEMENTS 217 DR. MARTENS PLC ANNUAL REPORT 2025 219 Parent Company Balance Sheet 220 Parent Company Statement of Changes in Equity 221 Notes to the Parent Company Financial Statements PARENT COMPANY STATEMENTS 218 DR. MARTENS PLC ANNUAL REPORT 2025 PARENT COMPANY BALANCE SHEET AS AT 30 MARCH 2025 Company registration number 12960219 Note FY25 £m FY24 £m Fixed assets Investments 6 1,413.4 1,413.4 1,413.4 1,413.4 Current assets Debtors 7 6.2 3.1 Cash and cash equivalents 8 – 0.1 6.2 3.2 Total assets 1,419.6 1,416.6 Current liabilities Trade and other payables 9 (2.1) (1.2) Total liabilities (2.1) (1.2) Net assets 1,417.5 1,415.4 Equity Ordinary share capital 10 9.6 9.6 Treasury shares 11 – – Capital redemption reserve 12 0.4 0.4 Retained earnings 12 1,407.5 1,405.4 Total equity 1,417.5 1,415.4 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 profit for the period ended 30 March 2025 of £4.4m (year ended 31 March 2024: £114.9m). The notes on pages 221 to 226 are an integral part of these financial statements. The financial statements on pages 219 to 226 were approved and authorised by the Board of Directors on 4 June 2025 and signed on its behalf by: IJE NWOKORIE GILES WILSON CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER FINANCIAL STATEMENTS 219 DR. MARTENS PLC ANNUAL REPORT 2025 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE 52 WEEKS ENDED 30 MARCH 2025 Note Ordinary share capital £m Treasury shares £m Capital redemption reserve £m Retained earnings £m Total equity £m At 1 April 2023 10.0 – – 1,394.8 1,404.8 Profit for the year – – – 114.9 114.9 Total comprehensive income for the year – – – 114.9 114.9 Dividends paid 5 – – – (57.8) (57.8) Shares issued 10 – – – – – Share-based payments – – – 4.0 4.0 Repurchase of ordinary share capital 11 – (50.0) – (0.5) (50.5) Cancellation of repurchased ordinary share capital 11 (0.4) 50.0 0.4 (50.0) – At 31 March 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 The notes on pages 221 to 226 form part of these financial statements. 220 DR. MARTENS PLC ANNUAL REPORT 2025 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 173 to 183. 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 During FY24, the Group amended the basis of preparation of the Consolidated Financial Statements to align with the operational trading of the business; by moving from a calendar year to a retail calendar basis. 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. The FY25 period began on 1 April 2024 and the financial statements of the Company report the 52 weeks ended 30 March 2025 to conform to the retail calendar in line with the Consolidated Financial Statements. The comparative period is the year to 31 March 2024. 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 2.24 of the Consolidated Financial Statements for further information. NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 FINANCIAL STATEMENTS 221 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 2. Accounting policies continued 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. SHARE BUYBACK Where the Company purchases any of its own equity instruments, for example, pursuant to the share buyback programme, the consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the owners of the Company. The repurchased shares are recognised as treasury shares until the shares are cancelled. 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 Airwair Property Limited, a wholly owned subsidiary, is exempt from the Companies Act 2006 requirements relating to the audit of its individual financial statements by virtue of Section 479A of the Companies Act, as this Company has provided a guarantee for Airwair Property Limited under Section 479C of the Companies Act. 3. Staff costs Other than the Directors, the Company had no employees during the period (FY24: none). Details of Directors’ remuneration can be found in the Remuneration Report on pages 131 to 144 of the Annual Report. 4. Auditors’ remuneration The Company has incurred audit fees of £22,680 (FY24: £21,600) 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 FY25 £m FY24 £m At 1 April 1,413.4 1,413.4 Acquisitions – – At 30 March 2025 and 31 March 2024 1,413.4 1,413.4 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 as at 30 March 2025 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. The investment’s recoverable amount was deemed to be more than its carrying amount and hence no charge was made in the current period (FY24: £nil). 222 DR. MARTENS PLC ANNUAL REPORT 2025 6. Investments continued JUDGEMENTS, ASSUMPTIONS AND ESTIMATES The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. The recoverable amount of the Company’s investment is estimated using a value in use calculation. The value in use calculation uses cash flow forecasts based on financial projections reviewed by the Board covering a five-year period (pre-perpetuity). 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 Group. These 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. OPERATING CASH FLOWS The main assumptions within the forecast operating cash flows include the achievement of future growth in ecommerce, retail and wholesale channels, sales prices and volumes (including reference to specific customer relationships and product lines), raw material input costs, the cost structure of the Group, the impact of foreign currency rates upon selling price and cost relationships and the levels of capital expenditure required to support each sales channel. Future sales are estimated to increase on a compound annual growth rate (CAGR) basis of 6.7% over the five years pre-perpetuity from FY25 sales. The CAGR is forecasted to be achieved through growth as set out in our central planning assumptions underlying our medium- term forecasts, the first three years of which form the basis of the assumptions in the Viability Statement. 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 for the Group has been calculated to be 12.5% (FY24: 12.7%). 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 2.3% (FY24: 2.2%). The rate used includes aggregation of geographical forecasts included within industry reports. 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: FY25 £m Original headroom 152.5 Headroom/(deficit) using a 10% decrease in forecasted sales (516.3) Headroom/(deficit) using a 10% increase in forecasted sales 816.5 Headroom/(deficit) using a 10% decrease in forecasted EBITDA (159.1) Headroom/(deficit) using a 10% increase in forecasted EBITDA 464.1 Headroom/(deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA and a 1%pt increase in pre-tax discount rate (851.4) Sales Sensitivities have been modelled in the table above based on a +/-10% movement in sales relative to the base plan, applied each year and into perpetuity. A decrease in forecasted sales of -10% would result in the carrying amount being above the recoverable amount. This -10% sales sensitivity outputs lower total forecast EBITDA in FY26 versus the severe but plausible going concern scenario and therefore is considered unlikely. A decrease of -10% results in a revised CAGR over the five years pre-perpetuity from FY25 sales of 4.5%, and an increase of 10% results in a revised CAGR of 8.8%. 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 -2.3%. Additionally, the effect of applying published industry sales growth rates lower than the growth assumed within the base plan was assessed. Revenue and performance related cost mitigations were applied in this assessment, with other assumptions held consistent with the base plan. This assessment resulted in headroom above the carrying amount. FINANCIAL STATEMENTS 223 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED 6. Investments continued SENSITIVITY ANALYSIS CONTINUED EBITDA Sensitivities have been modelled in the table above based on a +/- 10% movement in EBITDA relative to the base plan, applied each year and into perpetuity. A decrease in forecasted EBITDA of -10% would result in the carrying amount being above the recoverable amount. 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 -4.9%. This would result in an FY26 EBITDA % of 17.8%. 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%pt. This would result in the carrying amount being above the recoverable amount. A list of the Company’s investments in subsidiary undertakings can be found in note 14. 7. Debtors FY25 £m FY24 £m Income tax receivable – 0.1 Prepayments 0.2 0.3 Amounts owed by subsidiary undertakings 1 6.0 2.7 6.2 3.1 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. 8. Cash and cash equivalents FY25 £m FY24 £m Cash and cash equivalents – 0.1 9. Trade and other payables FY25 £m FY24 £m Trade creditors – 0.1 Amounts due to subsidiary undertakings 1 – 0.2 Accruals and deferred income 2.1 0.9 2.1 1.2 1. Amounts owed to subsidiary undertakings are non-interest bearing trading balances and are repayable on demand. 224 DR. MARTENS PLC ANNUAL REPORT 2025 10. Ordinary share capital FY25 No. FY25 £m FY24 No. FY24 £m Authorised, called up and fully paid Ordinary shares of £0.01 each 964,537,323 9.6 961,878,608 9.6 The movements in the ordinary share capital during the period ended 30 March 2025 and year ended 31 March 2024 were as follows: FY25 FY25 FY24 FY24 No. £m No. £m At 1 April 961,878,608 9.6 1,000,793,898 10.0 Shares issued 2,658,715 – 953,845 – Repurchase and cancellation of ordinary share capital – – (39,869,135) (0.4) At 30 March 2025 and 31 March 2024 964,537,323 9.6 961,878,608 9.6 The cost of shares purchased by the Share Incentive Plan (SIP) Trusts is offset against the profit and loss account, as the amounts paid reduce the profits available for distribution by the Company. 11. Treasury shares The movements in treasury shares held by the Company during the periods ended 30 March 2025 and 31 March 2024 were as follows: FY25 FY25 FY24 FY24 No. £m No. £m At 1 April 394,923 – 110,153 – Repurchase of shares for cancellation – – 39,869,135 50.0 Cancellation of shares – – (39,869,135) (50.0) Shares issued for share schemes held in trust 447,685 – 284,770 – Shares vested from share schemes held in trust (107,248) – – – At 30 March 2025 and 31 March 2024 735,360 – 394,923 – On 14 July 2023 Dr. Martens plc announced a share buyback programme. Treasury shares existed during the year ended 31 March 2024 as a result of the timing delay between the repurchase of shares under this programme and the subsequent cancellation of these shares. The programme concluded on 19 December 2023. 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 as ‘treasury shares’. The shares held by the SIP Trusts were issued directly to the Trusts in order to satisfy outstanding employee share options and potential awards under the employee share incentive schemes. The Company issued 447,685 shares directly to the Trusts during the period and held 735,360 as at 30 March 2025 (31 March 2024: 394,923). This reserve was previously referred to as ‘capital reserve – own shares’. This reserve also included treasury shares repurchased but not yet cancelled, pursuant to the share buyback programme, which concluded during FY24. 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 131 to 144 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 225 DR. MARTENS PLC ANNUAL REPORT 2025 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 30 MARCH 2025 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 13 Germany Ordinary – 100% Footwear retail and distribution DM Airwair Sweden AB 14 Sweden Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair (Ireland) Limited 12 Republic of Ireland Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Austria GmbH 22 Austria Ordinary – 100% Footwear retail and distribution Dr Martens Airwair Belgium SA 8 Belgium Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Canada Inc. 19 Canada Capital of no par value – 100% Footwear retail and distribution Dr Martens Airwair France SAS 9 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 4 Hong Kong SAR Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair India Global Capability Centre Private Limited 5 India Ordinary – 100% Technology Dr. Martens Airwair Japan K.K. 7 Japan Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Korea Limited 6 Korea Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Spain S.L.U. 17 Spain Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair USA LLC 3 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. 15 Italy Ordinary – 100% Footwear retail and distribution Dr Martens Airwair Netherlands B.V. 10 Netherlands Ordinary – 100% Footwear retail and distribution GFM GmbH Trademarks 11 Germany Ordinary – 50% Trademark registration Shanghai Airwair Trading Limited 16 China Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Poland Z.o.o. 20 Poland Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Denmark ApS 21 Denmark Ordinary – 100% Footwear retail and distribution Dr. Martens Airwair Vietnam Company Limited 23 Vietnam Ordinary – 100% Footwear retail and distribution Dr Martens Airwair Limited 1 England and Wales Ordinary – 100% Dormant Dr. Martens Sports & Leisure Limited 1 England and Wales Ordinary – 100% Dormant Dr. Martens Airwair Singapore PTE Ltd 18 Singapore Ordinary – 100% Non-trading Dr Martens Airwair & Co. Limited 1 England and Wales Ordinary – 100% Dormant Dr. Martens Dept. Store Limited 1 England and Wales Ordinary – 100% Dormant The financial year of this entity ends on 31 December in line with local requirements. 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. 226 DR. MARTENS PLC ANNUAL REPORT 2025 228 Five-year financial summary (unaudited) 230 First half/second half analysis (unaudited) 231 Glossary and Alternative Performance Measures (APMs) 234 Shareholder information IBC Company information ADDITIONAL INFORMATION ADDITIONAL INFORMATION 227 DR. MARTENS PLC ANNUAL REPORT 2025 FIVE-YEAR FINANCIAL SUMMARY (UNAUDITED) FOR THE 52 WEEKS ENDED 30 MARCH 2025 FY25 £m FY24 £m FY23 £m FY22 £m FY21 1 £m Revenue: Ecommerce 268.3 276.3 279.0 262.4 235.4 Retail 242.4 256.8 241.7 185.6 99.7 DTC 510.7 533.1 520.7 448.0 335.1 Wholesale 5 276.9 344.0 479.6 460.3 437.9 787.6 877.1 1,000.3 908.3 773.0 Gross profit 511.7 575.2 618.1 578.8 470.5 Selling and administrative expenses (474.7) (453.0) (441.9) (349.5) (359.2) EBIT 2,6 37.0 122.2 176.2 229.3 111.3 Adjusted EBIT 2,6 60.7 126.4 190.8 226.2 189.0 Profit before tax 3 8.8 93.0 159.4 214.3 69.7 Adjusted profit before tax 2 34.1 97.2 174.0 211.2 147.4 Tax expense (4.3) (23.8) (30.5) (33.1) (35.0) Profit after tax 4.5 69.2 128.9 181.2 34.7 Earnings per share Basic 0.5 7.0p 12.9p 18.1p 3.5p Diluted 0.5 7.0p 12.9p 18.1p 3.5p Adjusted earnings per share 2 Basic 2.4 7.4p 14.0p 17.9p 11.4p Diluted 2.4 7.3p 14.0p 17.8p 11.4p Key statistics: Pairs sold (m) 10.5 11.5 13.8 14.1 12.7 No. of stores 4 239 239 204 158 135 DTC mix % 64.8% 60.8% 52.1% 49.3% 43.4% Gross margin % 2 65.0% 65.6% 61.8% 63.7% 60.9% EBIT % 2,6 4.7% 13.9% 17.6% 25.2% 14.4% 1. Results for the year ended 31 March 2021 have been retrospectively restated in relation to a change in accounting policy for the treatment of cloud-based software. This resulted in £nil impact on cash. 2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 3. Post-adjusting items. 4. Own stores on streets and malls operated under arm’s length leasehold arrangements. 5. Wholesale revenue including distributor customers. 6. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. 228 DR. MARTENS PLC ANNUAL REPORT 2025 FY25 £m FY24 £m FY23 £m FY22 £m FY21 1 £m Revenue by region: EMEA 384.2 431.8 443.0 398.5 335.6 Americas 288.5 325.8 428.2 382.7 295.8 APAC 114.9 119.5 129.1 127.1 141.6 787.6 877.1 1,000.3 908.3 773.0 Revenue mix: EMEA % 48.8% 49.2% 44.3% 43.9% 43.5% Americas % 36.6% 37.1% 42.8% 42.1% 38.2% APAC % 14.6% 13.7% 12.9% 14.0% 18.3% EBIT 2,3 by region: EMEA 74.4 109.7 120.7 127.1 100.6 Americas 9.4 41.7 80.7 109.6 81.0 APAC 15.0 22.1 25.5 26.8 33.9 Group support costs (61.8) (51.3) (50.7) (34.2) (104.2) 37.0 122.2 176.2 229.3 111.3 EBIT % 2,3 by region: EMEA 19.4% 25.4% 27.2% 31.9% 30.0% Americas 3.3% 12.8% 18.8% 28.6% 27.4% APAC 13.1% 18.5% 19.8% 21.1% 23.9% 4.7% 13.9% 17.6% 25.2% 14.4% 1. Results for the year ended 31 March 2021 have been retrospectively restated in relation to a change in accounting policy for the treatment of cloud-based software. This resulted in £nil impact on cash. 2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 3. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. ADDITIONAL INFORMATION 229 DR. MARTENS PLC ANNUAL REPORT 2025 FIRST HALF/SECOND HALF ANALYSIS (UNAUDITED) FOR THE 52 WEEKS ENDED 30 MARCH 2025 H1 H2 FY Unaudited FY25 £m Unaudited FY24 £m Variance % Unaudited FY25 £m Unaudited FY24 £m Variance % Audited FY25 £m Audited FY24 £m Variance % Revenue by channel: Ecommerce 87.7 91.7 -4.4% 180.6 184.6 -2.2% 268.3 276.3 -2.9% Retail 95.3 104.7 -9.0% 147.1 152.1 -3.3% 242.4 256.8 -5.6% DTC 183.0 196.4 -6.8% 327.7 336.7 -2.7% 510.7 533.1 -4.2% Wholesale 4 141.6 199.4 -29.0% 135.3 144.6 -6.4% 276.9 344.0 -19.5% 324.6 395.8 -18.0% 463.0 481.3 -3.8% 787.6 877.1 -10.2% Gross margin 207.7 254.9 -18.5% 304.0 320.3 -5.1% 511.7 575.2 -11.0% EBIT 1,5 (15.1) 40.3 -137.5% 52.1 81.9 -36.4% 37.0 122.2 -69.7% Adjusted EBIT 1,5 (3.0) 39.7 -107.6% 63.7 86.7 -26.5% 60.7 126.4 -52.0% (Loss)/profit before tax 2 (28.7) 25.8 -211.2% 37.5 67.2 -44.2% 8.8 93.0 -90.5% Adjusted (loss)/profit before tax 1 (16.6) 25.2 -165.9% 50.7 72.0 -29.6% 34.1 97.2 -64.9% Tax credit/(expense) 7. 9 (6.8) -216.2% (12.2) (17.0) -28.2% (4.3) (23.8) -81.9% (Loss)/profit after tax (20.8) 19.0 -209.5% 25.3 50.2 -49.6% 4.5 69.2 -93.5% (Loss)/earnings per share Basic (2.2p) 1.9p -215.8% 2.7p 5.1p -47.1% 0.5 7.0p -92.9% Diluted (2.2p) 1.9p -215.8% 2.7p 5.1p -47.1% 0.5 7.0p -92.9% Adjusted (loss)/earnings per share 1 Basic (1.2p) 1.9p -163.2% 3.6p 5.5p -34.5% 2.4 7.4p -67.6% Diluted (1.2p) 1.9p -163.2% 3.6p 5.5p -34.5% 2.4 7.3p -67.1% Key statistics: Pairs sold (m) 4.6 5.7 -19.7% 5.9 5.8 1.7% 10.5 11.5 -8.8% No. of stores 3 238 225 5.8% 239 239 0.0% 239 239 0.0% DTC mix % 56.4% 49.6% +6.8pts 70.8% 70.0% +0.8pts 64.8% 60.8% +4.0pts Gross margin % 1 64.0% 64.4% -0.4pts 65.7% 66.5% -0.8pts 65.0% 65.6% -0.6pts EBIT % 1,5 -4.7% 10.2% -14.9pts 11.3% 17.0% -5.7pts 4.7% 13.9% -9.2pts Revenue by region: EMEA 162.4 194.2 -16.4% 221.8 237.6 -6.6% 384.2 431.8 -11.0% Americas 114.7 147.7 -22.3% 173.8 178.1 -2.4% 288.5 325.8 -11.4% APAC 47.5 53.9 -11.9% 67.4 65.6 2.7% 114.9 119.5 -3.8% 324.6 395.8 -18.0% 463.0 481.3 -3.8% 787.6 877.1 -10.2% Revenue mix: EMEA % 50.0% 49.1% +0.9pts 47.9% 49.4% -1.5pts 48.8% 49.2% -0.4pts Americas % 35.3% 37.3% -2.0pts 37.5% 37.0% +0.5pts 36.6% 37.1% -0.5pts APAC % 14.7% 13.6% +1.1pts 14.6% 13.6% +1.0pts 14.6% 13.7% +0.9pts EBIT 1,5 by region: EMEA 22.4 40.0 -44.0% 52.0 69.7 -25.4% 74.4 109.7 -32.2% Americas (7.7) 17.3 -144.5% 17.1 24.4 -29.9% 9.4 41.7 -77.5% APAC 2.3 7.7 -70.1% 12.7 14.4 -11.8% 15.0 22.1 -32.1% Support costs (32.1) (24.7) 30.0% (29.7) (26.6) 11.7% (61.8) (51.3) 20.5% (15.1) 40.3 -137.5% 52.1 81.9 -36.4% 37.0 122.2 -69.7% EBIT % 1,5 : EMEA 13.8% 20.6% -6.8pts 23.4% 29.3% -5.9pts 19.4% 25.4% -6.0pts Americas -6.7% 11.7% -18.4pts 9.8% 13.7% -3.9pts 3.3% 12.8% -9.5pts APAC 4.8% 14.3% -9.5pts 18.8% 22.0% -3.2pts 13.1% 18.5% -5.4pts Total -4.7% 10.2% -14.9pts 11.3% 17.0% -5.7pts 4.7% 13.9% -9.2pts 1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233. 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. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. 230 DR. MARTENS PLC ANNUAL REPORT 2025 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. The Group is no longer presenting EBITDA-derived metrics for segmental and total reporting analysis. EBITDA will primarily be disclosed for bank covenant and LTIP performance condition purposes only. The Group believes that EBIT represents a more relevant underlying earnings indicator, allowing management to assess the full operating performance of the business by including the impact of items such as depreciation. As such the Group has introduced this, and EBIT-derived metrics, in the current period. The Group has also introduced new ‘adjusted’ APMs, denoted by a ‘’ in the table below. Adjusted APMs are presented to provide a clearer view of the Group’s ongoing operational performance by excluding specific significant adjustments, and to aid comparability. These measures are consistent with how business performance is measured internally by the Board and Executive Committee. The Group is no longer presenting profit before tax (before FX charge); this has been replaced with a variation of this measure, being adjusted profit before tax. Adjusted profit before tax provides more relevant information to evaluate operational performance as it includes adjustment for currency gains/losses, impairment of non-financial assets and exceptional costs. 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. 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 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 Ye s Revenue by geographical market Revenue per the Group’s geographical segments. Helps evaluate growth trends, establish budgets and assess operational performance and efficiencies. No Ye s Revenue: EMEA Revenue: Americas Revenue: APAC Revenue by channel Helps evaluate growth trends, establish budgets and assess operational performance and efficiencies. No Ye s 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. No No Gross margin Revenue less cost of sales (raw materials and consumables). Helps evaluate growth trends, establish budgets and assess operational performance and efficiencies. No No Cost of sales is disclosed in the Consolidated Statement of Profit or Loss. ADDITIONAL INFORMATION 231 DR. MARTENS PLC ANNUAL REPORT 2025 GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (APMS) CONTINUED Metric Definition Rationale APM KPI Gross margin % Gross margin divided by revenue. Helps evaluate growth trends, establish budgets and assess operational performance and efficiencies. Yes No 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 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 and currency gains/losses. Opex is used to reconcile between gross margin and EBIT. Yes No EBITDA Profit/loss for the period/year 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. Was used to evaluate growth trends, establish budgets and assess operational performance and efficiencies. Yes No EBIT Profit/loss for the period/year 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 income or charges that relate to capital and tax burdens. Yes Yes EBIT % EBIT divided by revenue. Used to evaluate growth trends, establish budgets and assess operational performance and efficiencies. Yes Yes Adjusted EBIT EBIT before exceptional costs, 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, impairment of non-financial assets and currency gains/losses. This improves comparability between periods by eliminating the effect of non-recurring costs and currency gains/losses. Yes Yes Adjusted EBIT margin Adjusted EBIT divided by revenue. Used to evaluate growth trends, establish budgets and assess operational performance and efficiencies. Yes Yes Operating cash flow EBITDA excluding 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 Yes 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 toward repayment of debt, capital expenditure and working capital requirements. Yes Yes Adjusted operating cash flow conversion Operating cash flow divided by EBITDA excluding the impact of exceptional costs on EBITDA and working capital. Used to evaluate the efficiency of a company’s operations and its ability to employ its earnings toward repayment of debt, capital expenditure and working capital requirements, exclusive of the impact of exceptional costs. Yes Yes Net debt Net debt is calculated by subtracting cash and cash equivalents from bank loans (excluding unamortised bank fees) and lease liabilities. To aid the understanding of the reader of the financial statements in respect of liabilities owed. Yes No 232 DR. MARTENS PLC ANNUAL REPORT 2025 Metric Definition Rationale APM KPI Adjusted profit before tax Profit/loss before tax and before exceptional costs, 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, impairment of non-financial assets and currency gains/losses. Yes No Adjusted profit after tax Profit/loss after tax and before exceptional costs, 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 Ye s 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/year. 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 Ye s 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/year 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 Ye s Adjusted basic earnings per share The calculation of adjusted earnings per ordinary share is based on profit/loss after tax excluding exceptional costs, impairment of non-financial assets and currency gains/losses and the weighted average number of ordinary shares in issue during the year/period. Helps evaluate basic earnings per share exclusive of exceptional costs, 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, impairment of non- financial assets and currency gains/losses by the weighted average number of ordinary shares in issue during the year/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, 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 Ye s DTC mix % DTC revenue as a percentage of total revenue. Helps evaluate progress towards strategic objectives. No Ye s No. of stores Number of ‘own’ directly operated stores open in the Group. Helps evaluate progress towards strategic objectives. No Ye s Pairs Pairs of footwear sold during a period. Used to show volumes and growths in the Group. No Ye s ADDITIONAL INFORMATION 233 DR. MARTENS PLC ANNUAL REPORT 2025 SHAREHOLDERS’ ENQUIRIES Any shareholder with enquiries relating to their shareholding should, in the first instance, contact our registrar, Equiniti, using the telephone number or address on the opposite 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. FINANCIAL CALENDAR Announcement of full year results 5 June 2025 Annual General Meeting 10 July 2025 Ex-dividend date for final dividend 28 August 2025 Record date for final dividend 29 August 2025 Payment date for final dividend 8 October 2025 Announcement of half year results 20 November 2025 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. SHAREHOLDER INFORMATION 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 1-11 Hawley Crescent, Camden, NW1 8NP at 9:30am on Thursday 10 July 2025. Shareholders are encouraged to 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. Answers will be published, together with the full voting results for the 2025 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 30 March 2025, the Company had 518 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 1-500 68 13.13% 10,137 <0.01% 501-1,000 22 4.25% 17,612 <0.01% 1,001-2,000 28 5.40% 43,181 <0.01% 2,001-5,000 46 8.88% 157,803 0.02% 5,001-10,000 45 8.69% 345,197 0.04% 10,001-100,000 121 23.36% 5,071,405 0.53% 100,001-1,000,000 112 21.62% 41,698,308 4.32% 1,000,001+ 76 14.67% 917,193,680 95.09% Totals 518 100.00% 964,537,323 100.00% 234 DR. MARTENS PLC ANNUAL REPORT 2025 COMPANY INFORMATION SHAREHOLDERS’ ENQUIRIES Any shareholder with enquiries relating to their shareholding should, in the first instance, contact our registrar, Equiniti, 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. REGISTERED OFFICE 28 Jamestown Road Camden London NW1 7BY INVESTOR RELATIONS investor.relations@drmartens.com REGISTRAR Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Tel: 0371 384 2030 (from the UK) Tel: +44 121 4157047 (from overseas) INDEPENDENT AUDITOR PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Tel: +44 (0) 20 7583 5000 Dr. Martens plc’s commitment to environmental issues is reflected in this Annual Report, which has been printed on GenYous ® paper. Manufactured from an FSC ® and ISO 14001 certified material. This document was printed by Principal Colour, accredited to the ISO 14001 Environmental Management System with 99% of dry waste diverted from landfill, minimising the impact of printing on the environment. The publication is CarbonNeutral ® . Designed and produced by three thirty studio www.threethirty.studio Dr. Martens plc drmartensofficial DR. MARTENS PLC 28 Jamestown Rd Camden London NW1 7BY drmartensplc.com