Publication of the Offer Document

Introduction

On 10 December 2025, the boards of directors of Inspecs Group plc ("Inspecs" or the "Company") and Bidco 1125 Limited ("Bidco"), a newly formed company established by the Consortium, announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of the Company (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), for a cash consideration of 84 pence per Inspecs share with a securities alternative.

On the 20 February 2026, Bidco announced, with the consent of the of the board of directors of Inspecs and the Panel, to implement the Acquisition by way of a Takeover Offer rather than by way of the Scheme (the "Offer").

IF YOU HAVE SUBMITTED A VOTE IN RELATION TO THE ACQUISITION UNDER THE SCHEME OR MADE AN ELECTION TO RECEIVE THE ALTERNATIVE OFFER UNDER THE SCHEME, SUCH VOTE OR ELECTION WILL NO LONGER BE VALID. YOU WILL NEED TO TAKE THE ACTIONS SET OUT IN THE OFFER DOCUMENT TO ACCEPT THE OFFER (AND, IF APPLICABLE, ELECT TO RECEIVE THE ALTERNATIVE OFFER).

Publication of the Offer Document

Inspecs and Bidco are pleased to announce that the offer document containing the full terms and conditions of the Takeover Offer and the procedures for acceptance (the "Offer Document") has been published and is being posted to shareholders today, 23 February 2026, along with the Form of Acceptance.

The Offer Document contains, amongst other things, a letter from Bidco, a letter from the Senior Independent Director and Interim Chair of Inspecs, which contains the unanimous recommendation of the directors of Inspecs that Inspecs Shareholders accept or procure acceptance of the Takeover Offer, an estimate of the value of each Consideration Share and 83.99 pence in par value of Consideration Loan Notes for the purposes of Rule 24.11 of the Takeover Code, and the actions to be taken by the Inspecs Shareholders with regard to the procedure for acceptance, together with the related form of Acceptance.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Offer Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Conditions

The Acquisition is conditional on, among other things, valid acceptances being received (and not, where permitted, validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by not later than 1.00 pm on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) in respect of such number of Inspecs Shares which, when aggregated with the Inspecs Shares held, acquired or agreed to be acquired by Bidco (whether pursuant to the Takeover Offer or otherwise), before such time, will result in Bidco holding Inspecs Shares carrying in aggregate more than 50 per cent. of the voting rights normally then exercisable at general meetings of Inspecs, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Inspecs Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise (the "Acceptance Condition"). Unless the Panel agrees otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions have been satisfied or, if permitted, waived.

Action to be taken by Inspecs Shareholders

Acceptances of the Offer must be received by 1.00 p.m. (London time) on 24 April 2026, which is Day 60 as at the date of the Offer Document.

Inspecs Shareholders should read the Offer Document in its entirety before making a decision with respect to the Offer.

Details in relation to the action to be taken by Inspecs Shareholders is set on pages 4 to 7 and in paragraph 20 of Part I (Letter from Bidco 1125 Limited) of the Offer Document.

Expected timetable of principal events

The Offer Document contains an expected timetable of principal events relating to the Offer, which is also set out in the Appendix to this Announcement.

If any of the key dates set out in the timetable change, Bidco will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Inspecs website at www.inspecs.com/investors.

Shareholder helpline

Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition.

Bidco is preparing the Offer Document to be distributed to Inspecs Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Offer Document because it will contain important information relating to the Acquisition.

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as at the Latest Practicable Date, it had in issue 101,671,525 ordinary shares of £0.01 each admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange. Inspecs does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB00BK6JPP03.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The Offer can be accepted from today, 23 February 2026, and will continue to be capable of acceptance until the Offer is closed. Inspecs Shareholders are encouraged to ACCEPT the Offer as soon as possible and in any event before 1.00 p.m. on 24 April 2026, which is Day 60 as at the date of this document.

Bidco will give at least 14 calendar days' notice before the Offer is closed for acceptances. Such notice will be given to Inspecs Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on the Inspecs website at www.inspecs.com/investor-relations. Subject to the satisfaction or waiver of the Conditions and further terms set out in Part III (Conditions to and further terms of the Acquisition) of this document it is currently expected that the Offer will become or be declared Unconditional in the second quarter of 2026.

Whether or not Bidco (with the consent of the Panel) extends the Offer timetable, for any Inspecs Shareholder who accepts the Offer prior to Day 60, your acceptance (unless validly withdrawn) will remain in place and valid until the Offer becomes or is declared Unconditional.

Notes:

(1) For Inspecs Shareholders holding Inspecs Shares in certificated form or uncertificated form (that is, in CREST), the latest time and date by which the Offer can be accepted initially will be 24 April 2026, which is Day 60 as at the date of this document. If a material official authorisation or regulatory clearance has not been satisfied (or waived, if capable of waiver) at 5.00 p.m. on the second day prior to Day 39, Bidco shall request that the Panel suspend the timetable for the Offer until such material official authorisation or regulatory clearance is satisfied. A separate announcement will be made in due course confirming the timetable and the relevant deadline for accepting the Offer, including on CREST. Subject to the satisfaction or waiver of the Conditions and further terms set out in Part III (Conditions to and further terms of the Acquisition) of this document, it is currently expected that the Offer will become or be declared Unconditional in the second quarter of 2026.

• Bidco reserves the right (but shall not be obliged, other than as may be required by the Takeover Code) at any time or from time to time to bring forward the Offer before, or extend the Offer after, such time.
• The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight on the earlier of the Unconditional Date and the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel). Subject at all times to the Long Stop Date, if a material official authorisation or regulatory clearance remains outstanding on the second day prior to Day 39, Inspecs and Bidco shall jointly request that the Panel suspend the timetable for the Offer until such material official authorisation or regulatory clearance is satisfied.
• If the Offer becomes or is declared Unconditional and Bidco receives acceptances of the Offer in respect of, and/or otherwise acquires, 90% or more in nominal value of the Inspecs Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to the statutory squeeze-out provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Inspecs Shares to which the Offer relates in respect of which the Offer has not at such time been accepted. If the Offer becomes or is declared Unconditional, Bidco will keep the Offer open for acceptances for at least 14 calendar days following the date on which the Offer becomes or is declared Unconditional.
• Inspecs Shareholders should note that any elections for the Alternative Offer that are received after the Election Return Time will be void and such Inspecs Shareholders who accept the Offer after that time will instead receive the Cash Consideration in accordance with the terms of the Offer.
• The Long Stop Date will be 11.59 p.m. on 30 June 2026, or such later date as may be agreed between Bidco and Inspecs and, if required, the Panel may allow.
• All references in this document to times are to times in London (unless otherwise stated).
• The dates and times below are indicative only and are based on current expectations and may be subject to change.

If any of the dates and/or times in this expected timetable change, notice of the revised dates and/or times will be given to Inspecs Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on the Inspecs website at www.inspecs.com/investor-relations. Further updates and changes to these times will be notified in the same way.