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 Ashworth | Non-Executive Chair | Hartwell Group plc |
| Jonathan Pemberton | Chief Executive Officer | Hartwell Group plc |
| Fiona Caldecott | Chief Financial Officer | Hartwell Group plc |
| Marcus Osei-Bonsu | Chief Operating Officer | Hartwell Group plc |
| Dr Priya Venkataraman | Non-Executive Director | Hartwell Group plc |
| Alastair Drummond | Senior Independent Director | Hartwell Group plc |
| Richard Tewkesbury | Company Secretary | Hartwell Group plc |
Apologies
| Name |
Title / Role |
| Helena Forsythe | Non-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-01 | Approval of minutes of meeting held 12 February 2026 | Unanimous |
| R-02 | Approval of revised Q2 2026 cash flow forecast | Unanimous |
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