Ricardo PLC on Friday rejected calls by its largest shareholder, Science Group PLC, to remove Chair Mark Clare and warned against attempts to seize board control ‘without paying a premium.’

The company also reported ‘a very significant increase’ in operating profit for its first half year.

The Shoreham-by-Sea, England-based environmental and engineering consultancy said its board had met and unanimously resolved to oppose the demand.

The company said it believes Science Group, which holds around a 16% stake, intends to replace Clare with its own executive chair, giving it effective control of Ricardo’s board.

Ricardo called the move self-serving and ‘contrary to the interests of Ricardo’s other shareholders’, adding that its directors ‘continue to fully support and have confidence in Mark Clare as chairman’.

Cambridge, England-based Science Group has criticised Ricardo’s governance and performance in recent weeks and hinted at requisitioning a shareholder meeting to force board changes.

Ricardo has previously said the campaign is an ‘unwelcome distraction’ and has previously seen the science, engineering and technology business employ similar tactics at other companies.

Ricardo Chair Clare said: ‘The board has confidence in Ricardo’s business and strategy and looks forward to providing an update to our shareholders in mid-April, setting out a clear path to significant value creation for the benefit of all shareholders.’

Ricardo also said operating profit for the six months to December 31 rose to £8.3 million from £1.0 million a year earlier, ‘a very significant increase...driven by higher margins and ongoing focus on costs to underpin profitability’. Order intake increased 11% to £221 million from £199 million.

The company said trading remains in line with expectations and confirmed it will give a full business and strategy update in mid-April, outlining actions to boost profitability, reduce costs, and improve cash generation.

Ricardo said it has made significant progress in its transformation strategy, shifting focus to environmental and energy transition markets. It highlighted the divestment of its Defence segment, the acquisition of high-margin consultancy E3 Advisory Pty Ltd in Australia, and record order intake in its Energy & Environment and Rail divisions.

The company also said its restructuring efforts in Automotive & Industrial are beginning to pay off, while major programme wins in Performance Products - including a multi-year marine contract and a six-year driveline extension - will support future growth.

Ricardo shares rose 1.2% to 261.00 pence in London on Friday. Science Group shares were down 2.3% at 427.00p.

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