The directors present the strategic report for the year ended 31 March 2025.

The strategic report has been prepared solely to provide additional information to shareholders of the Company, to assess strategies in place and the potential for those strategies to succeed.

It includes certain forward-looking statements, made by the directors in good faith, and which are based on the information available up until the time of final approval. Such forward-looking statements should be viewed with due consideration for the inherent uncertainties, including both economic and business risk factors, which underly the Company’s operating environment.

In preparing the strategic report, the directors have complied with s414C of the Companies Act 2006.

Synergize specialises in the delivery of IT, engineering and defence project services and resource management solutions. The Company provides a recruitment service for security cleared technical experts, engineers, and IT professionals throughout the UK and internationally. This is supported by our project services division, which delivers services to clients via a Statements of Work (SOWs) for specific undertakings. A team of recruitment professionals provide support throughout the project lifecycle from inception to completion. The Company’s route to market is to partner closely with our clients, supporting their efforts to win and deliver IT, engineering, and digital programmes to the industries which they serve.

Synergize is committed to providing prime contractors in both the private and public sector with a comprehensive project and resourcing support service. Our success since incorporating in 2002 has been built on a flexible client-centric approach delivered by a dedicated team of recruitment professions with specialist industry knowledge. To deliver on new mandates, the Company continues to invest in new talent and offers relevant training for new and existing consultants, account managers and the wider organisation. This fosters an innovative and rewarding work environment for our employees, the benefits of which, are acknowledged by our clients.

Financial performance

The Company undertook a substantial restructuring programme during the first half of the year, which included redundancy expenses associated with a strategic reduction in headcount. These measures were undertaken to realign the cost base with expected activity levels, modernise the back office of the business, remove non-performing management and position the Company for sustainable future profitability.

Although these actions impacted the reported result for the year, they were essential to restoring operational efficiency and in enabling the Company to seize opportunities derived from technical innovation and automation. Importantly, financial performance has since improved markedly, with the Company returning to month-on-month profit in the second half of the current year.

This is supported by a leaner organisational structure, renewed business focus in growth areas such as defence and improving market demand across our specialist sectors.

Principal risks and uncertainties

The Company’s risks and uncertainties are reviewed on an ongoing basis by the directors, as part of their day-to-day running of the Company’s operations. The risk review, oversight and management procedures in place look at the strategic risk of the Company, including those associated with market sectors, the nature and quality of clients, contract selection and suppliers and partners used in the performance of contracts.

The principal risks of the Company are set out below.

Credit risk

This is the risk that the Company will incur a bad debt. This is mitigated by strong credit control procedures, including credit checks, clear and agreed written terms of payment and regular contact with debtors.

Cash flow and liquidity risk

This is the risk that the Company will not have sufficient available cash to meet its current obligations. The Company mitigates this by using a factoring facility provided by its bankers.

During the year, the Company completed a comprehensive restructuring programme designed to enhance organisational agility, strengthen commercial discipline and ensure management capabilities align with the Company’s strategic objectives. This has resulted in a more streamlined leadership structure and improved decision-making processes.

Alongside these changes, the Company invested in several key initiatives to support growth and improve service delivery. Notably, a new Customer Relationship Management (CRM) system has been developed with our Salesforce partners to enhance client engagement, operational tracking and data insight. In addition, the Company is soon to launch a redesigned corporate website with improved functionality and enhanced positioning of the Company’s service offering, reflecting our commitment to modernisation and digital enablement.

Market and strategic positioning

The IT, engineering and defence sectors continue to offer attractive long-term opportunities, particularly in areas requiring specialist, security-cleared talent, which the Company is able to bring to market. Despite short-term market volatility, demand for highly skilled technical professionals remains robust, supported by ongoing investment in critical national infrastructure, digital transformation and defence capability.

The Company is well-positioned to benefit from these trends, not least having completed the necessary restructuring to keep pace with technological developments at the macro-level. The restructuring undertaken during the year has created a more efficient platform from which to pursue strategic growth, while our reputation for delivering high-calibre technical expertise continues to differentiate the business within a competitive marketplace.

Outlook

While the financial results for the year reflect the cost of essential corrective action, the Board is confident that the business is now significantly stronger and better aligned to deliver consistent profitability. The benefits of restructuring, combined with investment in technology and systems, are expected to support continued operational improvements and revenue growth.

Current year numbers indicate a recovery in performance, with an improved sales pipeline and strengthened client relationships. The Board remains committed to prudent financial management, targeted investment and maintaining high standards of service delivery across all sectors in which the Company operates.

The Directors believe that the actions taken during the year have created a solid foundation for sustainable, long-term value creation for shareholders, clients and employees.

The key performance indicators relevant to the Company are set out below:

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company continued to be that of providing ICT professional services and resource outsourcing.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Synergize Consulting Ltd (the 'company') for the year ended 31 March 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 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

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the company’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Challenging assumptions and judgements made by management in their significant accounting estimates; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Synergize Consulting Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3 Peveril Court, 6-8 London Road, Crawley, West Sussex, RH10 8JE.

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 meets its day-to-day working capital requirements through its invoice discounting facility, provided by its bankers. The company's forecasts and projections, taking account of current and future contracts, and general economic trading conditions, show that the company should be able to operate within the level of its current financing facility.true

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date these financial statements are authorised for issue. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Turnover is recognised to the extent it is probable that economic benefit will flow to the company, and that it can be reliably measured. Turnover is measured at the fair value of consideration received or receivable, net of discounts, rebates, VAT and other sales taxes.

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract.

Turnover consists of income from one-off permanent placements and on-going contract placements.

Turnover from one-off placements is recognised upon provision of the service. The service is the placement of a candidate.

Turnover from on-going contract placements is recognised upon provision of the service, on an accruals basis.

Turnover recognised but not billed at the reporting date is treated as amounts recoverable on contracts due within one year.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 credited or charged to profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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.

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.

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 company 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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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.

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 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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 leases asset are consumed.

In the application of the company’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.

Turnover is attributable to the principal activity of the company.

The average monthly number of persons (including directors) employed by the company during the year was:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 4).

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

The dividends paid during the prior year were paid to directors.

Included in other creditors are amounts payable under the Company’s invoice financing agreement. These are secured by a charge over the related trade debtors

The following are the major deferred tax liabilities and assets recognised by the 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.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The shares rank pari passu in all respects except that each A Ordinary £0.01 share carries 4 votes and G Ordinary £0.01 shares have no voting rights.

All shares allotted during the year were issued at par value. The movements for each share class are detailed in the table above.

Retained earnings represent distributable reserves of cumulative profits and losses.

Capital redemption reserve

Capital redemption reserve represents non-distributable reserves arising from the redemption of the company's own shares.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The directors are the only key management personnel of the company.

At the period end, £232,487 (2024: £187,083) was owed from three directors. The amounts owed represent director drawings in excess of dividends paid.

During the year the company made sales of £nil (2024: £885) to Synergize Consulting SCL Ltd, as company jointly controlled by C Earl and S Keating, registered in Ireland. At the year end the company was owed £75,861 (2024: £39,352).