Board Minutes
Hartwell Group plc

Date: 12 March 2026 Time: 09:00 – 11:30 Location: Boardroom, 14 Cavendish Square, London W1G 0PH Chair: Dame Catherine Ashworth, Non-Executive Chair Secretary: Richard Tewkesbury, Company Secretary

Attendance
Name Title / Role Organisation
Dame Catherine AshworthNon-Executive ChairHartwell Group plc
Jonathan PembertonChief Executive OfficerHartwell Group plc
Fiona CaldecottChief Financial OfficerHartwell Group plc
Marcus Osei-BonsuChief Operating OfficerHartwell Group plc
Dr Priya VenkataramanNon-Executive DirectorHartwell Group plc
Alastair DrummondSenior Independent DirectorHartwell Group plc
Richard TewkesburyCompany SecretaryHartwell Group plc
Apologies
Name Title / Role
Helena ForsytheNon-Executive Director
Matters and Business of the Meeting
1. Apologies and Conflicts of Interest
The Chair noted apologies received from Helena Forsythe. No conflicts of interest were declared with respect to items on the agenda. The Chair confirmed that a quorum was present and the meeting was duly constituted.
2. Minutes of Previous Meeting
The minutes of the Board meeting held on 12 February 2026 (Ref: BM-2026-02) were reviewed and confirmed as a true and accurate record.
Resolution: The Board approved the minutes of the meeting held on 12 February 2026 as a true and accurate record. Proposed by J. Pemberton; seconded by F. Caldecott. Carried unanimously.
3. Chief Executive's Report
Jonathan Pemberton presented the CEO's report for the period ending 28 February 2026. Revenue performance was 4.2% ahead of budget, driven by stronger-than-anticipated demand in the Infrastructure Services division. The Board noted ongoing recruitment challenges in the Technology division and requested a detailed workforce plan be presented at the April meeting. A tender submission for the Northern Rail Framework contract, valued at approximately £42m over four years, was confirmed as proceeding on schedule.
4. Financial Performance and Treasury Update
Fiona Caldecott presented the management accounts for February 2026. Group EBITDA stood at £8.3m against a budget of £7.9m. Net debt reduced to £14.1m, reflecting strong cash conversion. The Board approved the revised cash flow forecast for Q2 2026. Fiona noted that the revolving credit facility renewal negotiations with Barclays were progressing well and heads of terms were expected by end of March.
Resolution: The Board approved the revised Q2 2026 cash flow forecast as presented. Carried unanimously.
5. Any Other Business
Alastair Drummond raised the matter of the forthcoming AGM scheduled for 22 May 2026. Richard Tewkesbury confirmed that notice documents are on track for dispatch by 10 April 2026. The Chair thanked all Directors for their contributions and confirmed the next scheduled Board meeting.
Resolutions Summary
Ref Resolution Carried By
R-01Approval of minutes of meeting held 12 February 2026Unanimous
R-02Approval of revised Q2 2026 cash flow forecastUnanimous
Approval

These minutes are a true and accurate record of the proceedings of the above meeting.

Date Approved: 9 April 2026
Chair
Dame Catherine Ashworth
Secretary
Richard Tewkesbury