The directors present the strategic report for the year ended 31 March 2026.
The Directors present their strategic report for Masento Limited, Masento GmbH and Masento Search Limited (the Group) for the year ended 31 March 2026.
Headquartered in the UK, with a subsidiary in Germany, the principal activities of the Group continued to be those of a specialist technology staffing agency serving an international client base. The Group has specific expertise in SAP, Data & Analytics and Executive Search.
In October 2025, the Board agreed to proceed with an Employee Ownership Trust (EOT) transaction. Working closely with Grant Thornton throughout the process and securing funding from HSBC, the EOT will ensure that employees now have a stake in the business. This transaction supports the Group’s growth plans and long-term vision of sharing the future success of the business with its employees.
The recruitment sector remained challenging throughout 2025 and 2026, reflecting the uncertain economic environment across the EU and ongoing geopolitical tensions. The leadership team continued to focus on the Group’s strategic initiatives and, despite these market conditions, the Group increased revenue by 2% year on year to £20m.
Contract Net Fee Income (NFI) increased by 6% year on year to £4.1m, driven by improved deal activity and a continued focus on margins during the year.
Permanent NFI increased by 5% year on year to £1.1m despite a slight reduction in Executive Search activity.
Masento GmbH, the Group’s German subsidiary established in FY23, recorded NFI broadly in line with the prior year. Encouragingly, market activity levels have increased in Q4 FY26 and Q1 FY27.
Gross Profit – Division | 2026 £’000 | 2025 £’000 | % change |
Contract | 4,074 | 3,854 | 6% |
Permanent | 1,053 | 1,001 | 5% |
Total Gross Profit | 5,127 | 4,855 | 6% |
Adjusted EBITDA*–
|
| 2026 £’000 | 2025 £’000 | % change |
Total adjusted EBITDA |
| 1,383 | 1,300 | 6% |
*Adjusted EBITDA represents Earnings Before Interest, Taxation, Depreciation and Amortisation, as adjusted to exclude invoice finance charges and non recurring items included in each respective financial year, as this represents a Key Performance Indicator for the business.
Future strategy
Looking ahead, the Group remains focused on delivering sustainable growth through the continued expansion of its specialist technology recruitment offering across SAP, Data & Analytics and Executive Search. Building on the successful transition to an Employee Ownership Trust, the Group is committed to fostering a high-performance culture that aligns employee engagement with long-term business success. The Board will continue to invest in talent, technology and operational efficiency to enhance client delivery and strengthen market share in its core geographies. With improving market conditions and increased levels of client activity observed in late FY2026 and early FY2027, the Group is well positioned to capitalise on emerging opportunities across the UK, Europe and international markets.
The nature of the business environment in which the group operates is inherently risky. Whilst it is not possible to eliminate all such risks and uncertainties, the group has an established risk management and internal control system in place to manage them.
The directors and management meet regularly to identify the risks that are considered most likely to have an impact on the business and its strategic priorities. If emerging risks are identified, these are incorporated immediately into the risk management process.
The following sets out the principal risks faced by the group and how they are mitigated:
Competition
To achieve the group's strategy the group must maintain its competitive advantage. If the group does not succeed in keeping its offering and capabilities at the leading edge of the sector then its strategy to grow its market share in its core markets will not be achieved.
The group invests significant amounts of its time and resource in focusing on future opportunities and the evolving nature of the labour market, understanding trends and making sure that the groups offering remains customer need focussed.
People
The group depends on a flexible, diverse and well-motivated workforce. If the group does not succeed in attracting, developing and retaining skilled people, as well as understanding and embracing the diversity of those people, it will not be able to grow the business as anticipated.
The group monitors staff turnover closely. Pay and conditions are reviewed regularly against the prevailing market to ensure that the group remains competitive. Succession planning and staff development are managed at all levels in the group, underpinned by a performance review process which is designed to assist in the career development of its staff and also to identify potential successors to key roles.
Reputation
The group's ability to win new business and its relationship with customers, supply chain partners, employees and other stakeholders depends in large part on the good reputation that it has established and how it is perceived by others. The group's growth targets may not be achieved if its reputation is adversely affected.
The steps taken to maintain, protect and enhance the group's reputation include effective leadership, community engagement and striving to operate a safe and sustainable business.
The group's operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk and interest rate cash flow risk.
The group has in place an informal risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.
Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.
Price risk
The group is exposed to price risk as a result of its operations. However, given the size of the group's operations, the cost of managing exposure to price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature. The group has no exposure to equity securities price risk as it holds no listed or other equity investments.
Credit risk
The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is continually monitored in line with the group's credit control procedures. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.
Liquidity risk
The group actively monitors and maintain finance levels to ensure that the group has sufficient funds for operations and planned expansions.
Interest rate cash flow risk
The group has both interest bearing assets and interest bearing liabilities. Interest bearing assets comprise only cash balances, which earn interest at floating rates. Interest bearing liabilities comprise debt, debt factoring arrangements, at fixed and floating rates.
The group’s key performance indicators (KPI’s) are summarised on page 1.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2026.
The results for the year are set out on page 9.
No ordinary dividends were paid (2025: £350,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The strategy and future developments of the business are set out in the strategic report.
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Masento Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £884,814 (2025 - £799,263 profit).
Masento Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 7th Floor, 11 Old Jewry, London, EC2R 8DU.
The group consists of Masento Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Masento Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue represents recruitment services for the provision of temporary and permanent workers to customers and clients. Turnover is recognised on the satisfaction of performance oblighations which typically is on the delivery of services for temporary workers and upon commencement of a placement for permanent workers.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Distribution made by the company on equity instruments held by the Employee Ownership Trust are treated as voluntary contributions so that the Trust can meet its obligations and are recognised when they become legally payable.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
On certain employment contracts, management has exercised judgement when determining the amount of revenue to be recognised. Revenue is recognised over time based on a management estimate of performance undertaken to date based on the evidence of timesheets approved by clients. Management will typically measure this income recognition using an input method, which is based on headcount and people hours incurred at agreed contractual rates. Management maintains detailed contract models to assess inputs required and regularly adjusts the cumulative revenue recognised.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
During the year retirement benefits were accruing to 3 directors (2025: 3) in respect of defined contribution pension schemes.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2026 are as follows:
Under s479A of the Companies Act 2006, Masento Search Limited (registered number 12496949) is exempt from the requirements of the Act relating to the audit of individual accounts. Masento Limited has guaranteed the liabilities of Masento Search Limited.
The amounts owed by group undertakings are interest free, unsecured and have no fixed terms for repayment.
Secured loans
Included within other creditors is £1,192,287 (2025: £805,820) in relation to balances drawn down on the group and company's invoice discounting facility at the period end. The invoice discounting creditor is secured by a fixed charge over all of the debts purchased and their associated rights and floating charges covering all property or undertakings of the company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
An EMI share option scheme was established in 2023. Under this scheme, the options vested where employees satisfied the working time requirements and any other specified conditions up to and including the date of an 'Exit'. The options would lapse should the employee leave employment or fail to meet the defined conditions. The contractual life of the options was 10 years and there were no cash-settled alternatives.
During the year ended 31 March 2026, all outstanding options were exercised. At the beginning of the year, 197,500 options were outstanding with an exercise price of £0.65 per share. No options were granted or lapsed during the year.
Of the options exercised, 55,000 were satisfied through the issue of new ordinary shares by the Company. These shares had a nominal value of £0.000001 per share and were issued at the option exercise price of £0.65 per share. The remaining 142,500 options were satisfied through the transfer of existing shares from existing shareholders at an exercise price of £0.65.
Accordingly, there were no options outstanding as at 31 March 2026 (2025: 197,500).
On 14th October 2025 55,000 ordinary shares were issued at 0.0001p per share. Consideration of £0.65 was received for each share resulting in a premium of £0.65 per share.
On 14 October 2025, the company completed a redesignation of its issued share capital pursuant to shareholder resolutions passed on that date. As part of the reorganisation, 2,242,500 ordinary shares, 125,000 A ordinary shares and 125,000 B ordinary shares were redesignated as 1,383,340 C ordinary shares, 826,588 D ordinary shares and 282,572 E ordinary shares respectively.The redesignation did not alter the aggregate issued share capital of the company.
All share classes have full rights in the company with regards to voting, dividend and capital distribution. A dividend may however be declared on each class of share individually and to the exclusion of the other classes.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Dividends totalling £0 (2025 - £324,050) were paid in the year in respect of shares held by the company's directors.
As at 31 March 2026 amounts owed to the directors of the company totalled £Nil (2025: £869). These amounts are interest free, unsecured, have no fixed terms for repayments, and are included within other creditors falling due within one year.
On 14 October 2025, 55.5% of the issued share capital of the company was acquired by the Masento Employee Ownership Trust (‘the Trust’). Trident Trust Company UK Limited in their role as an appointed professional trustee, are the sole trustee of the Trust. The trust holds shares for the future benefit of the company’s employees.
The payment made on completion by the Trust for the share capital in the company was in part funded by a voluntary contribution from Masento Limited, together with £2,079,000 of term debt from HSBC entered into by the Trust, which is anticipated to be repayable over 3 years. Further, a balance of £2,422,330 of the acquisition value remains payable by the Trust over the next 10 years. This deferred consideration, together with the bank debt held in the Trust, is expected to be financed by further voluntary contributions from Masento Limited.