15 September 2025

CPPGroup Plc

("CPP Group", "Group", or the "Company")

Update regarding the Disposal of CPP India

Further to previous announcements regarding the proposed disposal of the entire issued share capital of CPP India (the "Disposal"), CPP Group confirms that it has agreed to an amended and restated sale and purchase agreement (the "Amended SPA") between (i) the Buyers (ii) the Sellers and (iii) CPP India relating to the Disposal.

Pursuant to the Amended SPA the Company has agreed to the following revisions to the terms of the consideration payable by the Buyers in respect of the Disposal:

·    The consideration payable to the Sellers from the Buyers is the Indian Rupees equivalent of US$20.0 million (c. £14.5 million¹) (rather than US$21.0 million previously agreed) (the "Revised Purchase Price").

·    Of the Revised Purchase Price, US$15.0 million (c. £10.9 million¹) (rather than US$15.8 million previously agreed) is payable on Completion with the remaining balance (of up to US$5.0 million (c. £3.6 million¹), rather than up to US$5.2 million previously agreed) payable in two equal instalments (of up to US$2.5 million each, rather than up to US$2.6 million previously agreed), six and twelve months post Completion, contingent on the satisfaction of agreed amended performance conditions.

·    CPP India will have on Completion a minimum cash balance of US$8.0 million rather than US$7.0 million previously agreed.

Unless otherwise indicated, defined terms in this announcement shall have the same meanings as those given to them in the circular published by the Company on 29 July 2025.

Proposed completion timing

The conditions precedent to the completion of the Disposal have now been satisfied and it is currently anticipated that the Disposal will be completed on the basis of the revised terms set out above within the next five business days subject to certain share transfer formalities in India.

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¹ In line with the Amended SPA the US$ to Indian rupees translation has been fixed at an exchange rate of 87.00. The sterling equivalent has been calculated at current £:INR exchange rate of 119.55.

ENQUIRIES

CPPGroup plc

Simon Pyper, Chief Executive Officer                                             via Alma Strategic Communications

David Bowling, Chief Financial Officer

Panmure Liberum

(Nominated Adviser and Sole Broker)                                                                   Tel: +44 (0)20 310 2000

Corporate Finance:

Stephen Jones

Atholl Tweedie

Will King

M&A:

Tim Medak

Alma Strategic Communications                                                                 [email protected]

Josh Royston                                                                                                                                           Tel: +44 (0)20 3405 0205             

Andrew Jaques 

David Ison

About CPP Group:

CPP Group is a technology-driven assistance company that creates embedded and ancillary real-time assistance products and resolution services that reduce disruption to everyday life for millions of people across the world, at the time and place they are needed. CPP Group is listed on AIM, operated by the London Stock Exchange.

For more information on CPP visit https://corporate.cppgroup.com/