Offer Declared Unconditional

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 20 February 2026, Bidco announced, with the consent 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 and posted to shareholders on 23 February 2026.

On 4 March 2026, Bidco announced the satisfaction of the condition related to the National Security and Investment Act 2021, with the Acquisition remaining subject to the satisfaction or (where capable of being waived) waiver of certain Conditions set out in the Offer Document, including (but not limited to) the Acceptance Condition.

Bidco is pleased to declare that the Offer is now Unconditional. Further details are set out below.

This announcement should be read in conjunction with the Offer Document. Capitalised words and expressions in this announcement shall, unless otherwise defined, have the meaning given in the Offer Document.

Acceptance level update

In accordance with Rule 17 of the Code, Bidco confirms that, as at 1.00 p.m. on 12 March 2026, Bidco had received valid acceptances of the Offer in respect of a total of 31,446,754 Inspecs Shares, representing approximately 30.9 per cent. of the existing issued share capital of Inspecs.

Insofar as Bidco is aware:

· out of the 32,434,773 Inspecs Shares which are the subject of irrevocable undertakings to accept the Offer (the "Irrevocable Inspecs Shares"), Bidco has received valid acceptances in respect of a total of 31,222,238 Irrevocable Inspecs Shares, representing approximately 30.7 per cent. of the existing issued share capital of Inspecs. Accordingly, Bidco has not yet received valid acceptances in respect of 1,212,535 Irrevocable Inspecs Shares, representing approximately 1.2 per cent. of the existing issued share capital of Inspecs. Bidco is informed that these acceptances are subject to clerical delay on the part of nominees holding these Irrevocable Inspecs Shares on behalf of relevant individuals.

• included within the valid acceptances of the Offer received by Bidco and within the Irrevocable Inspecs Shares, are valid acceptances from Luke Johnson in respect of 5,959,270 Inspecs Shares. Luke is considered to be a joint offeror and acting in concert with Bidco.

In addition, as announced on 6 February 2026, Bidco holds a total of 19,458,611 Inspecs Shares, representing approximately 19.1 per cent. of the existing issued share capital of Inspecs.

Therefore, as at 1.00 p.m. on 12 March 2026, Bidco counted, together with the 19,458,611 Inspecs Shares held by Bidco, 50,905,365 Inspecs Shares, representing approximately 50.1 per cent. of the existing issued share capital of Inspecs, towards the satisfaction of the Acceptance Condition to the Offer.

The percentages of Inspecs Shares referred to in this announcement are based on figures of 101,671,525 Inspecs Shares in issue as at close of business in London on 12 March 2026 (being the last Business Day prior to the date of this announcement).

Offer Unconditional

Bidco therefore confirms that the Acceptance Condition has been satisfied. Furthermore, Bidco confirms that all remaining Conditions to the Offer as set out in Part A of Part III (Conditions to and Further Terms of the Acquisition) of the Offer Document have been satisfied or, where applicable, waived.

As a result, Bidco is pleased to declare that the Offer is now Unconditional in all respects. In accordance with the terms of the Offer, withdrawal rights have now ceased to be exercisable.

Controlling shareholder

Given that the Offer has now been declared Unconditional, Bidco will have significant control over Inspecs and can ensure the approval or rejection of ordinary resolutions of Inspecs and determine its overall strategy.

Action to be taken by Inspecs Shareholders

The Offer, which remains subject to the terms and conditions set out in the Offer Document and the Form of Acceptance (in respect of Inspecs Shareholders who hold their Inspecs Shares in certificated form only), shall remain open for acceptance by all Inspecs Shareholders. Bidco will give at least 14 days' notice by an announcement before the Offer is closed for acceptances and such notice shall not be given before 16 March 2026.

The Election Return Time, as defined and more fully described in the Offer Document, shall now be read as being 1.00 p.m. on 30 March 2026 and Inspecs Shareholders are reminded that any elections for the Alternative Offer that are received after the Election Return Time will be void as to acceptance of the Alternative Offer and such Inspecs Shareholders who accept the Offer after that time will be deemed to have accepted the Cash Offer and shall instead receive the Cash Consideration in accordance with the terms of the Cash Offer.

Inspecs Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the procedures set out in Part D (for Inspecs Shareholders who hold their Inspecs Shares in certificated form) and Part E (for Inspecs Shareholders who hold their Inspecs Shares in uncertificated form, that is in CREST) of Part III (Conditions to and Further Terms of the Acquisition) of the Offer Document.

Amendment and restatement of the Subscription Agreement

In order to reflect the timings of the settlement of consideration due to those Inspecs Shareholders who have validly accepted the Offer, on 12 March 2026 Topco, Midco, Bidco, Luke Johnson and Ian Livingstone have amended and restated the Subscription Agreement.

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

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

Now that the Takeover Offer has been declared unconditional, provided that sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.

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.