| REGISTERED NUMBER: |
| EUCLID LIMITED |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 |
| REGISTERED NUMBER: |
| EUCLID LIMITED |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 |
| EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 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 2026 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Fryern House |
| 125 Winchester Road |
| Chandlers Ford |
| Eastleigh |
| Hampshire |
| SO53 2DR |
| EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2026. |
| REVIEW OF BUSINESS |
| As predicted in the previous report, turnover and profitability significantly increased across the period, culminating in the delivery of Euclid's most successful trading year to date. |
| Whilst most of the increase was due to new projects being on-boarded, business in general across all aspects was strong, albeit not all new contracts came on-line as expected due to issues with other suppliers impacting our own deliveries. This in fact seems to be a recurring theme with many new contracts involving multi-sourced deliveries and whilst it causes obvious delay it also impacts profitability due to lost time our side in picking up and reacquainting ourselves with developments that had been carried out earlier. Two contracts that remain in development are expected to be live during the coming year. |
| The software contract into Northern Ireland was delivered in stages across the period, on time and without issue. It additionally involves the provision of a significant volume of smartcards and bureau services annually. Discussions are already underway in respect to additional public facing portals development and hosting. |
| The refresh of the West Midlands smart ticketing scheme was successfully completed and involves SmartCitizen providing a customised version of the SmartConnect CMS and payment portal under Euclid. Similar deliveries were made into Nexus and another is currently unfolding with Transport for Wales, all three of these benefitting from Euclid's Fareshare back-office software. Two of these also involve significant volumes of smartcards. |
| Smartcard sales remain buoyant and in fact have increased over the year. Investigation and ongoing experimentation with emerging print technology has resulted in the decision to re-equip the print room during 2026/27. This will provide improved product quality without impacting other considerations such as bond, adhesion etc. This can be achieved on lower cost systems with reduced operational and material cost which will improve efficiencies and repay the investment. However, offsetting this is an expected increase in chip cost and because most Authority contracts do not enable inflationary increases, some of this will necessarily be borne by Euclid. |
| Euclid's own ITSO PersoPOST (smartcard encoder) came on-line during the year, meaning the company no longer pays a 3rd party licence, a further economy which will offset the investment in development and certification of the product. The same item is also being inbuilt to desktop smartcard printers for those customers who additionally require "over the counter" issuance in addition to availing themselves of Euclid's bureau services. |
| Staff headcount has increased in both the Secure Bureau and Contact Centre in response to increased workload, especially regarding data entry and validation for travel passes. During the year another Council outsourced the bulk of its concessionary travel application management to Euclid, making 6 such contracts in total. There is a requirement for further staff across IT roles, but sourcing the right people is always challenging. |
| As in previous years, Euclid's hosted services are invoiced at year end for the preceding 12 months, explaining why debt volume appears skewed. Risk is minimal as all affected clients are government bodies. |
| Stock holding remains high, a positive decision to offset potential supply issues respective to global unrest. "Just in time" methodology may work for companies with cash flow issues, but as this does not apply to Euclid and as we do not want the added stress of potential late delivery, we choose a strategy that alleviates risk. The company remains cash rich and it is notable that improved interest rates have delivered unexpected windfall. Similarly, with most materials for card manufacture being priced in US dollars or Euros, Euclid keeps an eye on the currency market and buys when conditions are favourable, investing with good returns until required. |
| Last year's statement closed with the prediction that trading figures would be improved against the previous year. That statement was fulfilled, in fact exceeded expectation. The coming year will be one of entrenchment. There will also be some high expenditure from our reserves, Euclid House is scheduled a major internal realignment / refurbishment across the summer followed by the new smartcard printing solutions coming on-line in Q3/4 of the year ended 31 March 2027. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report. |
| EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 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. |
| 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 2026 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 2026 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 three, 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. |
| 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: |
| 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 on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act, Quality Management 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, existence and accuracy 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 |
| Eastleigh |
| Hampshire |
| SO53 2DR |
| EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
| STATEMENT OF INCOME AND |
| RETAINED EARNINGS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 3,257,256 | 2,577,812 |
| OPERATING PROFIT |
| Income from shares in group undertakings |
| Interest receivable and similar income |
| 320,921 | 235,359 |
| 1,919,230 | 1,867,876 |
| Interest payable and similar expenses |
| 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 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 7 |
| Investments | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| 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 2026 |
| 1. | STATUTORY INFORMATION |
| Euclid Limited was incorporated on 27 April 1988 under the Companies Act 2006, as a private company, limited by shares, 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. |
| Impairment of assets |
| Management use their judgement to determine if there are any indicators of impairment. |
| 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 assets and projected disposal value. |
| 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 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 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| All tangible 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 |
| Freehold property (excluding land) | - 2% straight line |
| 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. |
| Tangible 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. |
| Cash and cash equivalents |
| Cash and cash equivalents are held of the purpose of meeting short-term cash commitments rather than investing or other purposes. Cash and cash equivalents consist of cash and balances with banks that are freely available and non-equity investments with a maturity of three months or less from the date of acquisition. Financial assets with a maturity of more than three months are classified as current asset investments. |
| 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 2026 |
| 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. | PRIOR YEAR ADJUSTMENT |
| It was identified that some of the items included within cash at bank in the prior year financial statements didn't meed the definition of cash and cash equivalents. A prior year adjustment has been processed to re-classify these. The impact of this is as follows: |
2025 | Adjustment | 2025 as restated |
| £ | £ | £ |
| Investments | - | 3,575,562 | 3,575,562 |
| Cash at bank | 7,105,868 | (3,575,562) | 3,530,306 |
| There was no impact on profit or net assets as a result of the prior year adjustment. |
| 5. | TANGIBLE FIXED ASSETS |
| Freehold | Plant and |
| property | machinery | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 March 2026 |
| DEPRECIATION |
| At 1 April 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 March 2026 |
| NET BOOK VALUE |
| At 31 March 2026 |
| At 31 March 2025 |
| EUCLID LIMITED (REGISTERED NUMBER: 02248713) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in | Interest |
| group | in |
| undertakings | associate | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2025 |
| and 31 March 2026 | 337,129 |
| NET BOOK VALUE |
| At 31 March 2026 | 337,129 |
| At 31 March 2025 | 337,129 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Trade debtors |
| Prepayments and accrued income |
| 8. | CURRENT ASSET INVESTMENTS |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Fixed interest deposits |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Trade creditors |
| Corporation tax |
| Social security and other taxes |
| Other creditors |
| Directors' current accounts |
| Accruals and deferred income |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |