AIM Rules Confirmation

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, the switch to implement the Acquisition by way of a Takeover Offer rather than by way of the Scheme (the "Offer"). The offer document containing the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") was published on 23 February 2026.

Bidco made the following statements in the Offer Document published on 23 February 2026:

"If, following the Offer becoming or being declared unconditional, Bidco has not acquired or agreed to acquire at least 75 per cent. of the issued share capital of Inspecs, Bidco will not, by virtue of its own shareholding be in a position to procure the cancellation of admission to trading on AIM of Inspecs Shares and the cancellation would need to be approved at a meeting of shareholders of Inspecs. Bidco reiterates (as set out in the Scheme Document) that a private company environment would be more appropriate for Inspecs, particularly as it is highly likely that only a very small proportion of Inspecs Shares will be in public hands following the Offer becoming or being declared unconditional. It therefore remains the intention of Bidco to seek the cancellation of the admission to trading of Inspecs Shares on AIM should this be practicable and intends to explore its options in this regard. In the meanwhile, Bidco will have significant control over Inspecs and intends for Inspecs to comply only with the minimum requirements prescribed by applicable laws and regulations for public companies admitted to trading on AIM."

In respect of these statements, the Board of Inspecs notes that Bidco intends for Inspecs to comply with the AIM Rules for Companies (the "AIM Rules") and with any other applicable laws and regulations (seeking advice and guidance from the NOMAD as appropriate) for the period in which Bidco holds over 50% of the issued share capital of Inspecs and Inspecs Shares remain admitted to trading on AIM. For the avoidance of doubt, this includes seeking cancellation in accordance with the AIM Rules.

The current Inspecs board maintains a strong focus on corporate governance and regulatory compliance, and, to this end, Inspecs has historically complied and continues to comply with the AIM Rules.

Inspecs notes that any non-compliance in the future by Inspecs with its obligations under the AIM Rules may have a number of consequences for Inspecs and its investors including inter alia the suspension of admission of the Inspecs shares to trading on AIM and / or Inspecs being fined or censured. The LSE can also take disciplinary action against any AIM company in accordance with its Disciplinary Procedures and Appeals Handbook.

Capitalised words and expressions in this announcement have the meaning given in the Offer Document.

Inspecs c/o FTI Consulting

Inspecs and Bidco urge Inspecs Shareholders to read the Offer Document because it contains 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 and the LEI is 2138008Z4S4DHR6NE933.