Interim report
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RNS Number : 0926UInspecs Group PLC10 September 2026 10 September 2026 INSPECS Group plc ("INSPECS", "the Company" or "the Group") Interim Results INSPECS Group plc, a leading designer, manufacturer and distributor of eyewear (sunglasses, optical frames and low visionproducts) presents its unaudited interim results for the six months ended 30 June 2026. Financial review: · Revenue increased by 1.6% to £99.1m in H1 2026 from £97.6m in H1 2025 · On a constant exchange rate basis1, revenue increased by 2.0% to £99.6m · Gross profit margin increased by 90 basis points to 52.7%, compared with 51.8% in H1 2025 · Operating expenses decreased by £1.5m to £46.4m (H1 2025: £47.8m) · Underlying EBITDA2 increased by 13.1% to £10.2m from £9.0m in H1 2025, with the Underlying EBITDA margin increasing to 10.3% from 9.3% · Diluted Underlying EPS3 increased 46% to 3.03p from 2.08p in H1 2025 · Operating profit before non-underlying items increased to £5.9m from £2.7m in H1 2025 · Net working capital decreased by £3.5m during the period to £40.7m at 30 June 2026 · Cash generated from operations remained strong at £10.8m, compared with £11.2m in H1 2025 · Net debt excluding leases4 decreased by £13.6m to £18.7m at 30 June 2026 from £32.3m at 31 December 2025, including £7.4m net proceeds from the issue of new shares · The Group remained comfortably within its banking covenants at 30 June 2026, with leverage of 1.21x against a maximum covenant of 2.25x, debt service cover of 2.3x against a minimum of 1.1x and interest cover of 6.7x against a minimum of 3.0x. Operational review: · Strategic investment of £7.4m by Qualcomm completed during the period, with the Group continuing to work closely with Qualcomm to progress strategic projects and identify opportunities to support future growth · The Group continued to implement operational efficiencies and cost-reduction initiatives across its businesses, including further integration within the European operations · The offer by Bidco 1125 Limited became unconditional on 12 March 2026 · The wind-down of Norville progressed substantially during the period, with all remaining employees leaving the business and its inventory and property, plant and equipment sold Current trading and outlook: · The Group entered the second half with a strengthened balance sheet, net debt excluding leases of £18.7m and good headroom against all banking covenants. While market conditions remain challenging, particularly within the US optical frames market and the German low vision market, the Group continues to benefit from growth within Eschenbach eyewear and the cost savings delivered through the integration of its UK operations. · We remain committed to delivering on our medium-term targets: o CAGR organic revenue growth 40% above the market rate, which is currently forecast to grow at 3% CAGRo Double-digit Underlying EBITDA margin - achieved in H1 2026 o Net debt to be 40% - 75% of Underlying EBITDA - on track to deliver in 2027 1 Constant currency exchange rates: figures at constant currency exchange rates have been calculated using the average exchange rates in effect for the relevant comparative period (H1 2025). 2 Refer to table 'Underlying EBITDA and Underlying PAT'. 3 Refer to note 5. 4 Refer to note 9. Richard Peck, CEO of INSPECS, said: "The Group delivered revenue growth in the first half of 2026, together with an improvement in gross margin and a 13.1% increase in Underlying EBITDA to £10.2m. This performance was achieved despite continued challenging conditions in a number of our markets and reflects the benefit of disciplined cost management, improved manufacturing performance and the operational efficiencies delivered across the Group.
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"The Qualcomm investment during the period, combined with strong cash generation and continued focus on working capital and cost control, put the Group in a strong position heading into the second half of 2026. We remain focused on further operational efficiencies, cost discipline and the development of new business opportunities as we progress through the remainder of the year." For further information please contact: INSPECS Group plc Richard Peck (CEO) Tel: +44 (0) 1225 717 000 Peel Hunt (Nominated Adviser and Broker) George Sellar Andrew Clark Tel: +44 (0) 20 7418 8900 About INSPECS Group plcINSPECS is a leading provider of eyewear solutions to the global eyewear market. The Group produces a broad range ofeyewear frames and low vision aids, covering optical, sunglasses and safety, which are either "Branded" (under licence orunder the Group's own proprietary brands), or "OEM" (unbranded or private label on behalf of retail customers). INSPECS is building a global eyewear business through its vertically integrated business model. Its continued growth isunderpinned by increasing the penetration of its own-brand portfolio, worldwide distribution, growing retail presence,maximising group synergies and its global network, expanding its manufacturing capacity and scaling the research anddevelopment department as it develops new and innovative eyewear products. The Group has operations across the globe: with offices and subsidiaries in the UK, Europe, the US and China (including HongKong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China and Italy. INSPECS customers are global optical and non-optical retailers, global distributors and independent opticians. Its distributionnetwork covers over 80 countries and reaches approximately 75,000 points of sale. More information is available at: www.INSPECS.com CHIEF EXECUTIVE REVIEWThe Group delivered improved revenue and Underlying EBITDA during the first half of 2026 despite continued challengingmarket conditions, including subdued demand in certain European and US markets and ongoing uncertainty surrounding UStariffs. Revenue increased by 1.6% to £99.1m in H1 2026 from £97.6m in H1 2025. On a constant exchange rate basis, revenueincreased by 2.0% to £99.6m. Underlying EBITDA increased by 13.1% to £10.2m from £9.0m, with the Underlying EBITDAmargin improving to 10.3% from 9.3%. We remain focused on delivering sustainable revenue growth, improving operational performance and maintainingappropriate leverage. Our priorities include strengthening performance in our core markets, developing new customer andproduct opportunities, maintaining disciplined cost control and completing the remaining rationalisation and integrationinitiatives across the Group. Frames and Optics Revenue from the Frames and Optics segment remained broadly consistent with the prior period at £91.3m. UnderlyingEBITDA was £10.4m compared with £10.5m in H1 2025. Our European eyewear operations delivered continued growth, particularly through key accounts, although this was partlyoffset by weaker performance in the European low vision and optics market. Overall market conditions in Germany remainedsubdued, with continued volume pressure in core markets. Despite this backdrop, the German eyewear business delivered astrong performance, supported by the successful execution of strategic initiatives, the benefits of recent leadership changesand the continued strength of key proprietary brands. The European operations maintained a strong focus on productdevelopment, design, quality and service, alongside disciplined cost management. The US optical frames market remained challenging during the period, with industry-wide volume pressure affecting demandacross a number of channels. Key-account activity was stronger in certain areas, while opportunities within safety eyewearand sunglasses continued to progress. Manufacturing Revenue from the Manufacturing segment increased by 33.3% to £10.5m in H1 2026 from £7.9m in H1 2025. UnderlyingEBITDA increased to £1.2m from £0.4m, reflecting higher revenue and improved factory performance, partly offset by amodest reduction in gross margin and additional investment in manufacturing personnel. Our Asian manufacturing operations delivered strong revenue growth compared with H1 2025, supported in part by delayedorders from 2025 being shipped during January and February 2026. Customer demand and order flow improved in certainareas, although gross margins continued to be affected by product mix and lower volumes of internally manufacturedconcepts, titanium and regular metal products. Our manufacturing facility in Vietnam continued to operate effectively and increase production activity during the period.Management remains focused on increasing utilisation, broadening the customer base and securing further orders tosupport future revenue and margin growth. Operational efficiencies The Group continued to implement operational efficiencies and cost-reduction initiatives across its businesses includingfurther integration within the European and UK operations. The wind-down of Norville also progressed substantially duringthe period. All remaining employees left the business and the sale of its inventory and property, plant and equipment was
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completed. The residual activities principally comprise the collection and settlement of outstanding balances and completionof the wind-down process. ESG During the period, the Group continued to progress initiatives intended to reduce emissions and improve energy efficiencyacross its global operations. These included continued investment in renewable energy and energy resilience within theGroup's Asian manufacturing operations. The Group has also continued its work on sustainable packaging and the measurement and management of Scope 3emissions. We remain committed to delivering measurable progress against our ESG objectives and supporting our people,communities and the environment. Corporate update The offer by Bidco 1125 Limited became unconditional on 12 March 2026. The Group incurred £2.2m of professional feesand other transaction-related costs in connection with the proposed acquisition and subsequent offer during H1 2026. During June 2026, the Group received net proceeds of £7.4m from the issue of new shares to Qualcomm. A portion of theproceeds was used to reduce drawings under the Group's revolving credit facility, strengthening liquidity and increasingavailable borrowing capacity. The Group continues to work closely with Qualcomm to progress strategic projects and identifyopportunities to support future growth. Outlook Despite ongoing macroeconomic headwinds, the optical market remains resilient. Management remains focused onprogressing new customer and product opportunities, as well as improving working capital, delivering further operationalefficiencies and maintaining disciplined cost control. I would like to take this opportunity to thank all our teams worldwide for their continued efforts and commitment todeveloping the Group as a leading global eyewear business. Richard Peck 10 September 2026 FINANCIAL REVIEW Revenue Revenue was £99.1m for H1 2026, up from £97.6m in H1 2025, an increase of 1.6%. On a constant exchange rate basis, revenue increased 2.0% to £99.6m. Gross Profit Margin The Group's gross profit margin increased to 52.7% in H1 2026 versus 51.8% in H1 2025. Operating Profit The Group's operating profit before non-underlying items increased to £5.9m (H1 2025: £2.7m). Administrative expenses Administrative costs decreased by £1.5m to £43.7m in H1 2026 from £45.2m in H1 2025, a result of the Group's continuing focus on operational efficiency and cost discipline, together with lower amortisation charges as certain purchase price allocation intangible assets became fully amortised. Underlying EBITDA The Group's Underlying EBITDA increased to £10.2m in H1 2026 from £9.0m in H1 2025. Underlying EBITDA margin increased to 10.3% in H1 2026 from 9.3% in H1 2025. Non-underlying costs Non-underlying costs in H1 2026 of £2.5m predominantly relate to one-off transaction and advisory costs associated with the proposed acquisition and subsequent offer by Bidco 1125 Limited, which became unconditional on 12 March 2026. Depreciation and amortisation Period ended 30 June 2026 £m Period ended 30 June 2025 £m Depreciation 2.8 2.8 Amortisation 1.7 3.3 Total 4.5 6.1
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The decline in amortisation is due to certain purchase price allocation intangible assets associated with the Eschenbach acquisition becoming fully amortised as of December 2025. Profit Before Tax Profit before tax for the period was £1.8m (H1 2025: £2.4m), including £2.5m of non-underlying costs incurred during H1 2026 (H1 2025: £0.2m) and after a nil gain on exchange adjustments on borrowings in H1 2026, compared to a gain of £1.4m in H1 2025. Tax charge The tax charge for the period of £1.9m (H1 2025: £2.1m) comprises a current tax charge of £2.7m (H1 2025: £2.6m) and a deferred tax credit of £0.8m (H1 2025: £0.5m credit). The deferred tax credit is as a result of the unwinding of deferred tax balances arising on acquisitions. Cash Generation The Group continued to have strong cash generation from operations of £10.8m (H1 2025: £11.2m). Net Debt Net debt excluding leases decreased by £13.6m to £18.7m at 30 June 2026 from £32.3m at 31 December 2025, reflecting strong cash generation from trading and £7.4m net proceeds from the issue of new shares. Financing The Group finances its operations through the following borrowings and facilities. Expires Balance at30 June 2026£m Balance at31 December 2025£m Group revolving credit facility December 2027 28.4 31.4 Term loans December 2027 6.1 8.5 Revolving credit facility USA 1-year rolling 6.9 6.8 Invoice discounting 1-year rolling 3.2 1.6 Total 44.6 48.3 Leverage covenant The Group's leverage position is shown below: 30 June2026 31 December2025 Actual ratio 1.21 2.22 Covenant ratio 2.25 2.25 The Group remains within its banking covenants and forecasts that it will continue to remain within banking covenants for the length of the arrangement. InventoryThe revenue-to-inventory ratio declined marginally compared with 30 June 2025, when inventory levels were temporarilylower following reduced purchasing by the Group's US operations between April and June 2025 in response to tariffuncertainty. Period ended 30 June 2026 £m Period ended 30 June 2025 £m Revenue 99.1 97.6 Inventory 46.1 42.0 Revenue to inventory ratio 2.1 2.3 Current asset ratioThe current ratio is a liquidity ratio that measures a company's ability to pay short-term obligations, or those due within oneyear. As at 30 June 2026 £m As at 30 June 2025 £m Current Assets 106.1 98.0 Current Liabilities 76.1 76.1 Ratio 1.4 1.3 Quick ratio
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The quick ratio is an indicator of a company's short-term liquidity position and measures a company's ability to meet itsshort-term obligations with its most liquid assets. As at 30 June 2026 £m As at 30 June 2025 £m Current Assets 106.1 98.0 Less Inventory (46.1) (42.0) 60.0 56.0 Current Liabilities 76.1 76.1 Ratio 0.8 0.7 Net working capital As at 30 June 2026 £m As at 30 June 2025 £m As at 31 December 2025 £m Trade and other receivables 33.4 33.2 37.5 Inventory 46.1 42.0 47.2 Trade and other payables (38.8) (36.9) (40.5) Net working capital 40.7 38.3 44.2 Working capital as a percentage of 12-month rolling revenue 21.1% 20.1% 23.1% Earnings per Share The Group's Diluted Underlying EPS for the 6 months to 30 June 2026 was 3.03p compared to 2.08p for the 6 months to 30 June 2025. The Group's Diluted EPS was a loss of 0.48p for the 6 months to 30 June 2026 (H1 2025: loss 4.54p). Dividend The Group does not currently intend to pay a dividend in relation to the first half of 2026. The Board continues to review its dividend policy on a regular basis. Underlying EBITDA and Underlying PAT The below table shows how Underlying EBITDA and Underlying PAT are calculated: 6 months ended30 June 2026 6 months ended30 June 2025 12 months ended31 December 2025 £'000 £'000 £'000 Revenue 99,149 97,623 191,701 Gross Profit 52,275 50,570 99,176 Operating expenses (46,374) (47,834) (93,491) Operating profit before non-underlying items 5,901 2,736 5,685 Add back: Amortisation 1,710 3,270 6,197 Add back: Depreciation 2,762 2,758 5,608 EBITDA 10,373 8,764 17,490(Deduct)/add back: Share-basedpayment credit/expense (151) 277 185 Underlying EBITDA 10,222 9,041 17,675 Less: Depreciation (2,762) (2,758) (5,608)Less: Net interest (excludingamortisation of loan arrangementfees) (1,519) (1,433) (2,789) Underlying Profit Before Tax (PBT) 5,941 4,850 9,278 Current tax charge (2,677) (2,627) (1,878) Underlying Profit After Tax (PAT) 3,264 2,223 7,400 Underlying EPS Pence Pence PenceBasic Underlying EPS for the periodattributable to the equity holders ofthe parent 3.19 2.19 7.28 Diluted Underlying EPS for the periodattributable to the equity holders ofthe parent 3.03 2.08 6.87
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Underlying EBITDA segmental information Underlying EBITDA by reportable segment for the six months ended 30 June 2026 is as follows: Frames & Manufacturing Total before Adjustments Total Optics adjustments & & eliminations eliminations £'000 £'000 £'000 £'000 £'000 Revenue 91,305 10,478 101,783 (2,634) 99,149 Operating profit/(loss) 6,767 466 7,233 (1,332) 5,901 Add back: Amortisation 1,397 313 1,710 - 1,710 Depreciation 2,314 417 2,731 31 2,762 Share-based payments (75) (23) (98) (53) (151) Underlying EBITDA 10,403 1,173 11,576 (1,354) 10,222 Underlying EBITDA by reportable segment for the six months ended 30 June 2025 is as follows: Frames & Manufacturing Total before Adjustments Total Optics adjustments & & eliminations eliminations £'000 £'000 £'000 £'000 £'000 Revenue 91,398 7,869 99,267 (1,644) 97,623 Operating profit/(loss) 5,117 (410) 4,707 (1,971) 2,736 Add back: Amortisation 2,957 313 3,270 - 3,270 Depreciation 2,297 413 2,710 48 2,758 Share-based payments 96 57 153 124 277 Underlying EBITDA 10,467 373 10,840 (1,799) 9,041 INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the period ended 30 June 2026 Notes Unaudited 6 months ended 30 June 2026 Unaudited 6 months ended 30 June 2025 £'000 £'000 REVENUE 4 99,149 97,623 Cost of sales (46,874) (47,053) GROSS PROFIT 52,275 50,570 Distribution costs (2,712) (2,656) Administrative expenses (43,662) (45,178) OPERATING PROFIT BEFORE NON- UNDERLYING ITEMS 5,901 2,736 Non-underlying costs 10 (2,471) (247) Exchange adjustments on borrowings (43) 1,399 Share of profit of associates - 6 Finance costs (1,668) (1,612) Finance income 37 72
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PROFIT BEFORE INCOME TAX 1,756 2,354 Income tax (1,885) (2,087) (LOSS)/PROFIT FOR THE PERIOD - CONTINUING OPERATIONS (129) 267 LOSS FOR THE PERIOD - DISCONTINUED OPERATION 12 (359) (4,879) LOSS FOR THE PERIOD (488) (4,612) OTHER COMPREHENSIVE PROFIT/(LOSS): Exchange adjustment on consolidation 974 (6,560) TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE PERIOD 486 (11,172) INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued) For the period ended 30 June 2026 Notes Unaudited 6 months ended 30 June 2026 Unaudited 6 months ended 30 June 2025 (Loss)/profit per share from continuing operations Pence Pence Basic EPS for the period attributable to the equity holders of the parent 5 (0.13) 0.26 Diluted EPS for the period attributable to the equity holders of the parent 5 (0.13) 0.25 Loss per share Basic EPS for the period attributable to the equity holders of the parent 5 (0.48) (4.54)Diluted EPS for the period attributable to the equity holders of the parent 5 (0.48) (4.54) INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2026 Notes Unaudited As at 30 June 2026 £'000 Unaudited As at 30 June 2025 (restated) £'000 As at 31 December 2025 £'000 ASSETS NON-CURRENT ASSETS Goodwill 56,987 55,772 56,832 Intangible assets 15,431 20,504 16,848 Property, plant and equipment 22,950 25,310 24,253 Investment in associate and joint venture 54 70 54 Deferred tax 1,935 3,574 1,736
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97,357 105,230 99,723 CURRENT ASSETS Inventories 46,124 41,968 47,225 Trade and other receivables 6 33,448 33,167 37,465 Tax receivable 518 184 887 Cash and cash equivalents 7 25,961 22,667 15,986 106,051 97,986 101,563 Assets held for sale 12 - 2,392 944 TOTAL ASSETS 203,408 205,608 202,230 EQUITY SHAREHOLDERS' EQUITY Called up share capital 1,092 1,017 1,017 Share premium 96,871 89,508 89,508 Foreign currency translation reserve 20 (3,555) (954) Share option reserve 3,329 3,847 3,755 Merger reserve 5,340 5,340 5,340 Accumulated losses (19,163) (14,004) (18,950) TOTAL EQUITY 87,489 82,153 79,716 LIABILITIES NON-CURRENT LIABILITIES Financial liabilities - borrowings Interest bearing loans and borrowings 38,973 43,902 44,414 Deferred tax 803 1,673 1,425 39,776 45,575 45,839 CURRENT LIABILITIES Trade and other payables 8 38,782 36,923 40,522 Right of return liability 15,622 16,027 15,655 Warranty provision 2,569 3,222 2,868 Financial liabilities - borrowings Interest bearing loans and borrowings 12,719 12,725 13,782 Invoice discounting 3,185 2,012 1,580 Deferred and contingent consideration - 991 - Tax payable 3,266 4,237 2,268 76,143 76,137 76,675 Liabilities held for sale 12 - 1,743 - TOTAL LIABILITIES 115,919 123,455 122,514 TOTAL EQUITY AND LIABILITIES 203,408 205,608 202,230 INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the period ended 30 June 2026 Called up share Share premium Foreign currency Share option Accumulated losses Merger reserve Total equity
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capital translation reserve reserve £'000 £'000 £'000 £'000 £'000 £'000 £'000 SIX MONTHS ENDED 30 JUNE 2026 Balance at 1 January 2026 1,017 89,508 (954) 3,755 (18,950) 5,340 79,716 Loss for the period - - - - (488) - (488) Other comprehensive profit - - 974 - - - 974 Total comprehensive profit/(loss) - - 974 - (488) - 486 Issue of new shares 75 7,363 - - - - 7,438 Transfer on lapse of vested share options1 - - - (275) 275 - - Reversal of share-based payment charge1 - - - (151) - - (151) Balance at 30 June 2026 (unaudited) 1,092 96,871 20 3,329 (19,163) 5,340 87,489 SIX MONTHS ENDED 30 JUNE 2025 Balance at 1 January 2025 (restated) 1,017 89,508 3,005 3,570 (9,392) 5,340 93,048 Loss for the period - - - - (4,612) - (4,612) Other comprehensive loss - - (6,560) - - - (6,560) Total comprehensive loss - - (6,560) - (4,612) - (11,172) Share-based payment charge - - - 277 - - 277 Balance at 30 June 2025 (unaudited)(restated) 1,017 89,508 (3,555) 3,847 (14,004) 5,340 82,153 1. The current period movements comprise the reversal of cumulative charges relating to awards that did not vest and a transfer to retainedearnings in respect of vested options that subsequently lapsed. The comparative balance at 30 June 2025 reflected awards that remainedoutstanding at that date. INTERIM CONSOLIDATED STATEMENT OF CASH FLOW For the period ended 30 June 2026 Notes Unaudited 6 months ended 30 June 2026 Unaudited 6 months ended 30 June 2025 £'000 £'000 Cash flows from operating activities Profit before income tax 1,756 2,354 Adjustments for: Depreciation charges 2,762 2,758 Amortisation charges 1,710 3,270 Share-based payment (credit)/expense (151) 277 Exchange adjustments on borrowings 43 (1,399) Share of (profit)/loss from associate - (6)
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Finance costs 1,668 1,612 Finance income (37) (72) 7,751 8,794 Decrease in inventories1 1,183 529 Decrease in trade and other receivables1 4,046 4,332 Decrease in trade and other payables1 (2,174) (2,424) Cash generated from operations 10,806 11,231 Interest paid (1,876) (1,576) Tax paid (1,341) (1,852) Cash outflows from discontinued operations (359) (1,586) Net cash flow from operating activities 7,230 6,217 Cash flows used in investing activities Purchase of intangible fixed assets (257) (504) Purchase of property, plant and equipment (664) (563) Cash paid in relation to deferred consideration - (700) Interest received 37 72 Cash inflows from discontinued operations 907 265 Net cash flows from/(used in) investing activities 23 (1,430) Cash flow from financing activities Proceeds from issue of share capital, net of transaction costs 7,438 - Bank loan principal repayments in period (4,561) (1,474) Movement in invoice discounting facility 1,605 235 Loan transaction costs - (568) Principal payments on leases (1,917) (1,755) Net cash flows from/(used in) financing activities 2,565 (3,562) Net increase in cash and cash equivalents 9,818 1,225 Cash and cash equivalents at beginning of the period 15,986 23,960 Net foreign currency movements 157 (2,361) Cash and cash equivalents at end of period 7 25,961 22,824 1. The movement in working capital excludes the classification of the discontinued operations working capital as held for sale. NOTES TO THE INTERIM CONSOLIDATED STATEMENTS For the period ended 30 June 2026 1. GENERAL INFORMATION INSPECS Group plc is a public company limited by shares and is incorporated in England and Wales. The addressof the Company's principal place of business is Kelso Place, Upper Bristol Road, Bath BA1 3AU. The principal activity of the Group in the period was that of design, production, sale, marketing and distributionof high-fashion eyewear and OEM products worldwide. 2. ACCOUNTING POLICIES Going concern Based on the Group's forecasts, the interim financial statements have been prepared on the going concern basisas the Directors have assessed that there is a reasonable expectation that the Group will be able to continue inoperation and meet its commitments as they fall due over the going concern period to 30 September 2027. The assessment has considered the Group's current financial position as follows: • The Group further improved its cash position during the period with net debt including leasesdecreasing to £28.9m at 30 June 2026 from £43.8m at 31 December 2025.• Cash generated from operations in the period amounted to £10.8m (H1 2025: £11.2m).• The Group balance sheet has net assets of £87.5m and net current assets of £29.9m. The assessment has considered the current measures being put in place by the Group to preserve cash andensure continuity of operations through: • Ensuring continuation of its supply chain, building on the benefit of having its own manufacturingsites and by securing alternative third-party supply lines.• Maintaining geographical sales diversification, focusing sales to online customers and seeking newrevenue streams around the globe.• Ability to service both the major global retail chains and significant distribution to the independenteyewear market.
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• Rationalisation of the Group's operations and organisational structure to enhance operationalefficiency and improve cost leverage Basis of preparation The interim consolidated financial statements for the six months ended 30 June 2026 have been prepared inaccordance with IAS 34 Interim Financial Reporting and with accounting policies that are consistent with theGroup's Annual Report and Financial Statements for the period ended 31 December 2025. Accounting policiesare included in detail within the latest Annual Report. The financial information for the period ended 30 June 2026 and the comparative financial information for theperiod ended 30 June 2025 in this interim report do not constitute statutory accounts for either period undersection 434 of the Companies Act 2006 and are unaudited. NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of the Group's historical information requires management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and theiraccompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions andestimates could result in outcomes that could require a material adjustment to the carrying amounts of theassets or liabilities in the future. Estimation uncertainty In addition to the going concern section of note 2, the key assumptions concerning the future and other keysources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing amaterial adjustment to the carrying amounts of assets and liabilities within the next financial period, aredescribed below. Right of return liability Management applies assumptions in determining the right of return liability and the associated right of returnasset. These assumptions are based on analysis of historical data trends but require estimation of appropriatetime periods and expected return rates. The right of return liability at the period end is £15,622,000 (31December 2025: £15,655,000) and is calculated in line with the methodology used as at 31 December 2025. NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 4. SEGMENT INFORMATION The Group now operates in two operating segments, which results in the following two reporting segments: • Frames and Optics product distribution. • Manufacturing - being OEM and manufacturing distribution. The criteria applied to identify the operating segments are consistent with the way the Group is managed. Inparticular, the disclosures are consistent with the information regularly reviewed by the Executive team in theirrole as Chief Operating Decision Makers, to make decisions about resources to be allocated to the segments andto assess their performance. Segment asset and liability information is not provided to the Chief OperatingDecision Makers. The reportable segments subject to disclosure are consistent with the organisation model adopted by the Groupduring the six months ended 30 June 2026 are set out as below: Frames and Manufacturing Total before Adjustments Total Optics adjustments & & eliminations eliminations £'000 £'000 £'000 £'000 £'000 Revenue External 90,462 8,687 99,149 - 99,149 Internal 843 1,791 2,634 (2,634) - 91,305 10,478 101,783 (2,634) 99,149 Cost of sales (43,399) (6,541) (49,940) 3,066 (46,874)
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Gross profit 47,906 3,937 51,843 432 52,275 Expenses (41,139) (3,471) (44,610) (1,764) (46,374) Operating profit/(loss) 6,767 466 7,233 (1,332) 5,901 Non-underlying costs (2,471) Exchange adjustment on borrowings (43) Share of profit of associates - Finance costs (1,668) Finance income 37 Taxation (1,885) Loss for the period - continuing operations (129) NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 4. SEGMENT INFORMATION (continued) The reportable segments subject to disclosure are consistent with the organisation model adopted by the Groupduring the six months ended 30 June 2025 are set out as below: Frames and Manufacturing Total before Adjustments Total Optics adjustments & & eliminations eliminations £'000 £'000 £'000 £'000 £'000 Revenue External 90,404 7,177 97,581 42 97,623 Internal 994 692 1,686 (1,686) - 91,398 7,869 99,267 (1,644) 97,623 Cost of sales (44,145) (4,727) (48,872) 1,819 (47,053) Gross profit 47,253 3,142 50,395 175 50,570 Expenses (42,136) (3,552) (45,688) (2,146) (47,834) Operating profit/(loss) 5,117 (410) 4,707 (1,971) 2,736 Non-underlying costs (247) Exchange adjustment on borrowings 1,399 Share of profit of associates 6 Finance costs (1,612) Finance income 72 Taxation (2,087) Profit for the period - continuing operations 267 Non-underlying costs, finance costs and income, and taxation are not allocated to individual segments as theunderlying instruments are managed on a Group basis. Adjusted items relate to elimination of all intra-Groupitems including any profit adjustments on intra-Group revenues that are eliminated on consolidation, along withthe profit and loss items of the parent company. Geographical analysisThe revenue of the Group is attributable to the one principal activity of the Group. The Group's revenue bydestination is split in the following geographic areas: Unaudited 6 months ended 30 June 2026 Unaudited 6 months ended 30 June 2025 £'000 £'000 United Kingdom 8,514 10,001 Europe (excluding UK) 48,991 46,120
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North America 36,619 35,780 South America 1,025 1,113 Asia 2,973 2,045 Australia 834 2,403 Other 193 161 99,149 97,623 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 5. EARNINGS PER SHARE Basic Earnings per Share ("EPS") is calculated by dividing the profit or loss for the period attributable toordinary equity holders of the parent by the weighted average number of ordinary shares outstanding duringthe period. Diluted EPS is calculated by dividing the profit or loss attributable to ordinary equity holders of the parent bythe weighted average number of ordinary shares outstanding during the period plus the weighted averagenumber of ordinary shares that would be issued on conversion of all the dilutive potential ordinary sharesinto ordinary shares, to the extent that the inclusion of such shares is not anti-dilutive. Refer to note 11 inrelation to the share options outstanding as at 30 June 2026. 6 months ended 30 June 2026 Basic weighted average number of Ordinary Shares ('000) Total Earnings (£'000) Earnings per share (pence) Basic EPS 102,210 (488) (0.48) Diluted EPS 102,210 (488) (0.48) Basic EPS from continuing operations 102,210 (129) (0.13) Diluted EPS from continuing operations 102,210 (129) (0.13) Basic Underlying EPS 102,210 3,264 3.19 Diluted Underlying EPS 107,891 3,264 3.03 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 5. EARNINGS PER SHARE (continued) 6 months ended 30 June 2025 Basic weighted average number of Ordinary Shares ('000) Total Earnings (£'000) Earnings per share (pence)
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Basic EPS 101,672 (4,612) (4.54) Diluted EPS 101,672 (4,612) (4.54) Basic EPS from continuing operations 101,672 267 0.26 Diluted EPS from continuing operations 107,058 267 0.25 Basic Underlying EPS 101,672 2,223 2.19 Diluted Underlying EPS 107,058 2,223 2.08 12 months ended 31 December 2025 Basic weighted average number of Ordinary Shares ('000) Total earnings (£'000) Earnings per share (pence) Basic EPS 101,672 (9,558) (9.40) Diluted EPS 101,672 (9,558) (9.40) Basic EPS from continuing operations 101,672 (3,290) (3.24) Diluted EPS from continuing operations 101,672 (3,290) (3.24) Basic Underlying EPS 101,672 7,400 7.28 Diluted Underlying EPS 107,749 7,400 6.87 Within INSPECS Group plc, each Ordinary share carries the right to participate in distributions, as respects dividends and as respects capital on winding up. NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 6. TRADE AND OTHER RECEIVABLES Unaudited As at 30 June 2026 Unaudited As at 30 June 2025 As at 31 December 2025 £'000 £'000 £'000 Trade receivables 24,671 24,056 27,179 Prepayments 2,902 3,347 2,877 Other receivables 5,875 5,764 7,409 33,448 33,167 37,465 7. CASH AND CASH EQUIVALENTS Unaudited Unaudited As at 31 December 2025 As at As at 30 June 2026 30 June 2025 £'000 £'000 £'000 As presented in the consolidated statement of financial position 25,961 22,667 15,986 Cash and cash equivalents of entity presented as held for sale - 157 - As presented in the consolidated statement of cash flows 25,961 22,824 15,986
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8. TRADE AND OTHER PAYABLES Unaudited Unaudited As at 31 December 2025 As at As at 30 June 2026 30 June 2025 £'000 £'000 £'000 Trade payables 22,984 21,087 23,432 Social security and other taxes 3,274 3,092 3,081 Royalties 2,236 2,127 1,793 Accruals 10,288 10,617 12,216 38,782 36,923 40,522 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 9. NET DEBT Unaudited Unaudited As at 31 December 2025 As at As at 30 June 2026 30 June 2025 £'000 £'000 £'000 Cash and cash equivalents 25,961 22,667 15,986 Interest bearing borrowings excl. leases (41,459) (44,213) (46,739) Invoice discounting (3,185) (2,012) (1,580) Net debt excluding leases (18,683) (23,558) (32,333) Lease liability (10,233) (12,414) (11,457) Net debt including leases (28,916) (35,972) (43,790) 10. NON-UNDERLYING COSTS Non-underlying costs during the six months ended 30 June 2026 comprised £2,160,000 of professional fees andother transaction-related costs incurred in connection with the proposed acquisition and subsequent offer byBidco 1125 Limited, which became unconditional on 12 March 2026. A further £310,000 was incurred in relationto restructuring completed across European-based subsidiaries. Non-underlying costs during the six months ended 30 June 2025 relate to legal costs incurred in relation to thedefence of a requisition for a general meeting (£137,000) and the amalgamation of European subsidiaries(£110,000). 11. SHARE-BASED PAYMENTS Certain employees of the Group are granted options over the shares in INSPECS Group. The options are grantedwith a fixed exercise price. Despite the Bidco 1125 Limited offer becoming unconditional on 12 March 2026,vested market-value options remained outstanding at 30 June 2026 as they continued to be exercisable until 12September 2026, except where they had already lapsed following the relevant option holder's departure. Share options outstanding at the end of the period have the following expiry dates and exercise prices: Grant date Vesting date Expiry date Exercise price per option (£) Number of share options10 December 2019 1 July 2022 12 September 2026 1.01 412,102 27 February 2020 27 February 2023 12 September 2026 1.95 1,923,110 22 December 2020 22 December 2023 12 September 2026 2.10 740,000 26 February 2021 26 February 2024 12 September 2026 3.25 641,036 21 June 2021 21 June 2024 12 September 2026 3.51 60,000 31 August 2021 31 August 2024 12 September 2026 3.70 155,000 23 December 2021 23 December 2024 12 September 2026 3.70 229,999 28 February 2022 26 February 2025 12 September 2026 3.75 641,036
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NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 12. DISCONTINUED OPERATIONS As at 30 June 2025, Norville (20/20) Limited was classified as a disposal group held for sale and a discontinuedoperation. The Group subsequently engaged Deloitte to support efforts to sell the business or assist with implementingalternative outcomes should a sale not be possible. As at 31 December 2025, it had been determined that the businesscould not be sold as a going concern and Norville had ceased all revenue-generating activities. During the six monthsended 30 June 2026, all remaining employees left the business and the sale of its inventory, property, plant andequipment was completed, with the residual activities principally comprising the collection and settlement ofoutstanding balances and completion of the wind-down process. Accordingly, Norville continued to be presented as adiscontinued operation for the period. However, as the assets previously included within the disposal group have beensold, realised or otherwise written down, the Group no longer presents assets held for sale as at 30 June 2026. The operating profit of the discontinued operation, along with the profit or loss arising from remeasurement of assetsand liabilities classified as held for sale, is shown below: Unaudited 6 months ended 30 June 2026 Unaudited 6 months ended 30 June 2025 £'000 £'000 REVENUE - 2,405 Cost of sales (92) (1,622) GROSS PROFIT (92) 783 Distribution costs - (159) Administrative expenses (151) (1,563) OPERATING LOSS (243) (939) Non-underlying costs (115) (56) Finance costs (1) (119) LOSS FOR THE PERIOD (359) (1,114) Loss on the remeasurement of disposal group - (3,765) LOSS FOR THE PERIOD - DISCONTINUED OPERATION (359) (4,879) Loss per share for discontinued operations Pence PenceBasic EPS for the period attributable to the equity holders ofthe parent (0.35) (4.80)Diluted EPS for the period attributable to the equity holdersof the parent (0.35) (4.80) NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) For the period ended 30 June 2026 13. PRIOR PERIOD ADJUSTMENTS In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the following itemshave been identified as prior period errors and corrected by restating comparative information. Therestatements are consistent with those reported in the audited financial statements for the year ended 31December 2025. Prior period adjustment A - Right of return Under IFRS 15, a right of return arises from a constructive obligation where Tura expects to accept returns afterthe reporting date in respect of sales recognised prior to that date. As at 30 June 2025 and preceding periods,the right of return provision was not measured using all relevant information that was available, or couldreasonably have been obtained, at the time the financial statements were authorised for issue. In prior periods,the right of return provision recognised by Eschenbach was discounted in accordance with IAS 37, reflecting thetime value of money where the effect was considered material. However, under IFRS 15, right of return
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provisions are accounted for as refund liabilities arising from variable consideration and should be measured atthe amount of consideration expected to be refunded to customers, without discounting. As a result, thediscounting applied by Eschenbach was not consistent with the measurement requirements of IFRS 15. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the above has beenidentified as a prior period error and the right of return provision and associated asset recognised havetherefore been restated as a prior period adjustment. In addition, the right of return provision recognised at theacquisition date of Tura has been recalculated, with a corresponding adjustment made to goodwill. Comparativeinformation has been restated to reflect these adjustments. The impact of this error on the income statementwas assessed and is not considered material and therefore the income statement to 30 June 2025 has not beenrestated. Prior period adjustment B - Warranty provisions In prior periods, amounts relating to warranty obligations were included within the right of return provision.However, warranty provisions represent separate obligations to repair or replace faulty products and should bepresented separately from right of return provisions, which reflect refund liabilities arising from variableconsideration under IFRS 15. Accordingly, the warranty provision has been reclassified and presented separatelyon the face of the balance sheet. Prior period adjustment C - Goodwill foreign exchange Under IAS 21, goodwill arising on the acquisition of a foreign operation should be treated as an asset of thatforeign operation and translated into the Group's presentational currency at the closing rate at each reportingperiod. As at 30 June 2025 and preceding periods, the goodwill arising on acquisition of foreign operations hadnot been translated from the functional currency of the relevant foreign operations at the closing rate butinstead has been translated at the exchange rate at the date of acquisition. This has been identified as a priorperiod error and the comparative information has been restated accordingly. Prior period adjustment D - Killine revenue cut-off Under IFRS 15, revenue should be recognised when control of goods transfers to the customer, rather thanwhen goods are invoiced or dispatched. As at 30 June 2025 and preceding periods, revenue recognised withinthe Killine business included amounts recognised prior to the transfer of control to customers, primarily due tocut ‐ off errors where sales were recorded before delivery had occurred in accordance with contractual terms.This has been identified as a prior period error and the comparative information has been restated accordingly.The impact of this error on the income statement was assessed and is not considered material and thereforethe income statement to 30 June 2025 has not been restated. Prior period adjustment E - Killine work in progress In prior periods, a consolidation adjustment to increase the value of inventory, which was first recorded in 2018,has been recorded each year in order to reconcile the accumulated losses position. Following a review of theconsolidation entries, it was identified that this consolidation adjustment should have been reversed in anearlier period and therefore the value of inventory was overstated and the value of accumulated lossesunderstated in previous periods. This has been identified as a prior period error and the comparativeinformation has been restated accordingly. The impact of this error on the income statement was assessed andis not considered material and therefore the income statement to 30 June 2025 has not been restated. A reconciliation of the restated Statement of Financial Position as at 30 June 2025 is shown below: 30 June 2025 £'000 Adjustment A Adjustment B Adjustment C Adjustment D Adjustment E Assets Non-current assets Goodwill 55,741 3,473 - (3,442) - - Intangible assets 20,504 - - - - - Property, plant and equipment 25,310 - - - - - Investments in associate and joint venture 70 - - - - - Deferred tax assets 1,993 1,581 - - - - 103,618 5,054 - (3,442) Current assets Inventories 40,576 1,292 - - 806 (706) Trade and other receivables 34,397 - - - (1,230) - Tax receivables 184 - - - - - Cash and cash equivalents 22,667 - - - - -
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97,824 1,292 - - (424) (706) Assets held for sale 2,392 - - - - - Total assets 203,834 6,346 - (3,442) (424) (706) Equity Shareholders' equity Called up share capital 1,017 - - - - - Share premium 89,508 - - - - - Foreign currency translation reserve (409) 161 - (3,442) 129 6 Share option reserve 3,847 - - - - - Merger reserve 5,340 - - - - - Accumulated losses (10,202) (2,537) - - (553) (712) Total equity 89,101 (2,376) - (3,442) (424) (706) Liabilities Non-current liabilities Financial liabilities - borrowings Interest-bearing loans and borrowings 43,902 - - - - - Deferred tax liabilities 1,673 - - - - - 45,575 - - - - - Current liabilities Trade and other payables 36,923 - - - - - Right of return liabilities 10,527 8,722 (3,222) - - - Warranty provision - - 3,222 - - - Financial liabilities - borrowings Interest-bearing loans and borrowings 12,725 - - - - - Invoice discounting 2,012 - - - - - Deferred and contingent consideration 991 - - - - - Tax payable 4,237 - - - - - 67,415 8,722 - - - - Liabilities held for sale 1,743 - - - - - Total liabilities 114,733 8,722 - - - - Total equity and liabilities 203,834 6,346 - (3,442) (424) (706) The impact of the above prior year adjustments on the Consolidated Statement of Cash Flows is considered notmaterial, and these statements have therefore not been restated. 14. POST BALANCE SHEET EVENTS Since the end of the interim period on 30 June 2026, there have been no events that the directors consider material to the users of these interim statements. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END