REGISTERED NUMBER: |
EUCLID LIMITED |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
REGISTERED NUMBER: |
EUCLID LIMITED |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Statement of Income and Retained Earnings | 7 |
Balance Sheet | 8 |
Notes to the Financial Statements | 9 |
EUCLID LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
Fryern House |
125 Winchester Road |
Chandlers Ford |
Hampshire |
SO53 2DR |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their report with the financial statements of the company for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
Bearing in mind Euclid turned in its best year to date the previous year and had expected similar results this year, it was disappointing to record a drop, although even then the year finished £0.5M up on the 2022 figure. More significantly of concern was that profitability was down due to cost of sales remaining almost identical to the previous year on a turnover which was £1.3M lower. |
Both areas of business suffered: card sales were reduced, a downward trend due to emerging technologies, although steps are in place to augment that loss. One significant order which should have been delivered during the year was put on hold due to the customer's sub-contractor being unable to perform and whilst Euclid had laid in stock, it remained unused. Matters are now progressing and the delivery should be completed in the current year. |
Software and support sales were reduced, in no small part due to a Euclid sub-contractor not performing on a large contract which meant the customer put all planned development on hold. This barrier is now being lifted: Euclid is to replace the sub-contractor with Smart Citizen, Euclid's subsidiary company. Even more positive is that Euclid is being directly awarded a 7 year extension to the main contract, along with updated pricing. |
The smartcard market is not buoyant, although there are still some significant opportunities which Euclid is bidding and during the year Euclid won two further smartcard contracts. There were also further sales of the Faredeal CMS and MyBusPass portal, as well as some specific development opportunities with Fareshare. Custom developments, especially regarding Home to School Travel software, provided good revenue and significant feedback all of which enhanced Euclid's reputation. |
Two new smartcard punching systems were specifically developed for Euclid and although expected in Q3, were actually installed just after year end. Evergreening of plant is now complete and attention is being paid to refurbishing Euclid House and re-assigning areas for increased IT staff to cover the new development opportunities. |
Euclid disposed of its shareholding in Unicard in June 2023. |
Euclid's hosted services are invoiced at year end for the preceding 12 months which explains why debt volume seems high. The risk is minimal as all affected clients are government bodies. |
Stock holding is high with production reduced, consequently Euclid has no plans to order afresh this calendar year. The company remains cash rich. The expectation is that this year's trading will be at least identical to the former, but with improved margin. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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; |
- | 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. |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EUCLID LIMITED |
Opinion |
We have audited the financial statements of Euclid Limited (the 'company') for the year ended 31 March 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of 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 2024 and of its profit 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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 the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EUCLID LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Auditors' responsibilities for the audit of the financial statements |
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 a Report of the Auditors 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: |
We obtained 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 or that had a fundamental effect of the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations. |
Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue and management override of controls. Audit procedures were designed to ensure all of the risks were addressed. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
o | enquiring of management as to actual and potential litigation and claims; and |
o | reviewing any correspondence with regulators and the company's legal advisors. |
To address the risk of fraud through management bias and override of controls, we: |
o | performed analytical procedures to identify any unusual or unexpected relationships; |
o | tested journal entries to identify unusual transactions; and |
o | assessed whether judgements and assumptions contained any indication of potential bias. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EUCLID LIMITED |
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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Chartered Accountants |
Fryern House |
125 Winchester Road |
Chandlers Ford |
Hampshire |
SO53 2DR |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
STATEMENT OF INCOME AND |
RETAINED EARNINGS |
FOR THE YEAR ENDED 31 MARCH 2024 |
2024 | 2023 |
£ | £ | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Distribution costs |
Administrative expenses |
2,100,890 | 2,189,246 |
OPERATING PROFIT |
Income from shares in group undertakings |
Income from participating interests |
Interest receivable and similar income |
71,746 | 86,443 |
PROFIT BEFORE TAXATION |
Tax on profit |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year |
Dividends | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
BALANCE SHEET |
31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
Investments | 5 |
CURRENT ASSETS |
Stocks |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
Euclid Limited was incorporated on 27 April 1988 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The registered number of the company is 02248713 and the address of its head office and registered office is Euclid House, Parklands Business Park, Denmead, Waterlooville, Hampshire, PO7 6XP. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The presentation currency is £ sterling. |
Going concern |
The financial statements have been prepared on the going concern basis. |
Preparation of consolidated financial statements |
The financial statements contain information about Euclid Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Significant judgements and estimates |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
Leases |
A lease that does not transfer substantially all of the risks and rewards of ownership is classified as an operating lease and is therefore not included in the statement of financial position. |
Other key sources of estimation uncertainty; |
Tangible fixed assets |
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as market conditions, the remaining life of the asset and projected disposal values. |
Turnover |
Turnover represents net sales during the year (excluding value added tax) adjusted for accrued and deferred income where applicable. |
Turnover from the sale of digital cards is recognised upon despatch of the goods. Turnover from the provision of services is recognised over the period in which the service is provided to the customer. |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
All fixed assets are initially recorded at cost. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Plant and machinery | - 25% reducing balance |
The freehold property is not depreciated. This is because the useful life of the property is so long and that the residual value is considered to be sufficiently high enough for any charge to be immaterial. The directors consider that this policy is necessary in order that the financial statements give a true and fair view. It is the company's policy to maintain the property continually in a state of sound repair and to make improvements from time to time. |
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is adjusted for prospectively. |
Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Statement of Income and Retained Earnings. |
Investments in associates and subsidiaries |
Investments in associates and subsidiaries are stated at cost less any provision for impairment. |
Stocks |
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. |
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Income and Retained Earnings. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off to the Statement of Income and Retained Earnings in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the Statement of Income and Retained Earnings in the period to which they relate. |
Financial instruments |
The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost. |
Dividends |
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | TANGIBLE FIXED ASSETS |
Freehold | Plant and |
property | machinery | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
5. | FIXED ASSET INVESTMENTS |
Shares in |
group | Interest in |
undertakings | associate | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 307,800 | 537,129 |
Disposals | ( |
) | (200,000 | ) |
At 31 March 2024 | 337,129 |
NET BOOK VALUE |
At 31 March 2024 | 337,129 |
At 31 March 2023 | 537,129 |
EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Prepayments and accrued income |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade creditors |
Corporation tax |
Social security and other taxes |
Other creditors |
Directors' current accounts | 5,693 | 5,693 |
Accruals and deferred income |
8. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
Between one and five years |
9. | ULTIMATE CONTROLLING PARTY |
The company is controlled by its directors. |