TELUS Agriculture & Consumer Goods (UK) Limited 03134834 false 2023-01-01 2023-12-31 2023-12-31 The principal activity of the company is TELUS Agriculture & Consumer Goods is a leading global provider of digital solutions and data insights that help connect food and consumer goods producers to consumers. With a global team, we serve customers in more than 50 countries, offering integrated solutions for analytics, data, supply chain, trade promotion, farm and livestock production management. TELUS Agriculture & Consumer Goods is helping connect customers with the right tools and information at the right time to grow their businesses in a more informed, agile and sustainable way so that, together, we can improve the communities where we live and work. For more information, please visit telus.com/agcg and follow @TELUS_AGCG on Twitter and TELUS Agriculture & Consumer Goods on LinkedIn. 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Registration number: 03134834

TELUS Agriculture & Consumer Goods (UK) Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

TELUS Agriculture & Consumer Goods (UK) Limited

Contents

Company Information

1

Directors' Report

2

Strategic Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Financial Statements

12 to 23

 

TELUS Agriculture & Consumer Goods (UK) Limited

Company Information

Directors

C J Pile

A R J Banks

Company secretary

Broughton Secretaries Limited

Registered office

54 Portland Place
London
W1B 1DY

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

TELUS Agriculture & Consumer Goods (UK) Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

C J Pile

A J Reeves (ceased 22 May 2023)

R E M Johnstone (ceased 22 May 2023)

A R J Banks (appointed 22 May 2023)

Principal Activity and Strategic Vision
TELUS Agriculture & Consumer Goods is a leading global provider of digital solutions and data insights that help connect food and consumer goods producers to consumers. With a global team, we serve customers in more than 50 countries, offering integrated solutions for analytics, data, supply chain, trade promotion, farm and livestock production management. TELUS Agriculture & Consumer Goods is helping connect customers with the right tools and information at the right time to grow their businesses in a more informed, agile and sustainable way so that, together, we can improve the communities where we live and work. For more information, please visit telus.com/agcg and follow @TELUS_AGCG on Twitter and TELUS Agriculture & Consumer Goods on LinkedIn.

Post-period events
In a significant development post the financial year-end, Proagrica, including the UK business Agricultural Insights Ltd, was acquired by TELUS Agriculture Solutions Inc. in February 2024. This strategic acquisition further enhances TAC UK's market position and expands our capabilities in delivering cutting-edge solutions to the agriculture and food sectors.

Future outlook
Looking ahead, we are optimistic about the opportunities that lie before us. The integration of Proagrica and Agricultural Insights Ltd into our operations opens new avenues for growth and innovation. We remain committed to our mission of creating a more sustainable and efficient future for the global food supply chain.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the Board on 17 February 2025 and signed on its behalf by:


C J Pile
Director

 

TELUS Agriculture & Consumer Goods (UK) Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Fair review of the business

We are pleased to report a robust financial performance for the year, with a pre-tax profit of £671,002, marking a significant turnaround from the previous year's pre-tax loss of £3,312,608. This positive outcome reflects the success of our strategic initiatives, the growing demand for our solutions, and the synergies realized from recent acquisitions.

Principal risks and uncertainties

While we maintain a positive outlook, we acknowledge the presence of potential risks that could impact our operations:

• Economic volatility: Fluctuations in the global economy may affect investment in agri-tech solutions.
• Rapid technological advancements: The fast-paced nature of the tech industry requires continuous innovation.
• Regulatory changes: Evolving regulations in the food and agriculture sectors may impact our solutions.

To mitigate these risks, we maintain a proactive approach to market analysis, invest heavily in R&D, and ensure our solutions remain adaptable to changing regulatory landscapes.

Approved by the Board on 17 February 2025 and signed on its behalf by:


C J Pile
Director

 

TELUS Agriculture & Consumer Goods (UK) Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Independent Auditor's Report to the Members of TELUS Agriculture & Consumer Goods (UK) Limited

Qualified opinion

We have audited the financial statements of TELUS Agriculture & Consumer Goods (UK) Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;

have not 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 qualified opinion on financial statements

As stated in note 2 to the financial statements, the company has not prepared consolidated financial statements that include the companies controlled by the Company. However, the results of controlled companies are required to be included in the consolidated financial statements by Financial Reporting Standard 102 and the Companies Act 2006, and non-inclusion constitutes a departure from United Kingdom Generally Accepted Accounting Practice.

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 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 qualified 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Independent Auditor's Report to the Members of TELUS Agriculture & Consumer Goods (UK) Limited

Opinion on other matter prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of our 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 and the Directors' Report.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.

Auditor 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 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.

Extent to which the audit was 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, 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:

 

TELUS Agriculture & Consumer Goods (UK) Limited

Independent Auditor's Report to the Members of TELUS Agriculture & Consumer Goods (UK) Limited

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of this 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.





Scott Lawrence (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

17 February 2025

 

TELUS Agriculture & Consumer Goods (UK) Limited

Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
 £

2022
 £

Turnover

3

6,604,457

4,890,107

Cost of sales - normal

 

(1,937,963)

(138,141)

Cost of sales - exceptional

4

(1,318,675)

-

Gross profit

 

3,347,819

4,751,966

Administrative expenses - normal

 

(10,742,867)

(8,064,574)

Administrative expenses - exceptional

5

(1,971,870)

-

Loss before other operating income

 

(9,366,918)

(3,312,608)

Other operating income

6

10,037,920

-

Operating profit/(loss)

7

671,002

(3,312,608)

Profit/(loss) before tax

 

671,002

(3,312,608)

Taxation

11

1,090,925

-

Profit/(loss) for the financial year

 

1,761,927

(3,312,608)

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

 

TELUS Agriculture & Consumer Goods (UK) Limited

(Registration number: 03134834)
Balance Sheet as at 31 December 2023

Note

2023
 £

2022
 £

Fixed assets

 

Intangible assets

12

2,774,055

3,415,330

Tangible assets

13

54,321

87,307

Investments

14

63

63

 

2,828,439

3,502,700

Current assets

 

Stocks

16

-

961,682

Debtors

17

13,282,797

1,127,198

Cash at bank and in hand

 

1,652,225

1,113,212

 

14,935,022

3,202,092

Creditors: Amounts falling due within one year

18

(21,140,712)

(14,497,052)

Net current liabilities

 

(6,205,690)

(11,294,960)

Net liabilities

 

(3,377,251)

(7,792,260)

Capital and reserves

 

Called up share capital

19

2,653,212

130

Share premium reserve

1,811,270

1,811,270

Capital redemption reserve

5

5

Profit and loss account

(7,841,738)

(9,603,665)

Total equity

 

(3,377,251)

(7,792,260)

Approved and authorised by the Board on 17 February 2025 and signed on its behalf by:
 


C J Pile
Director

 

TELUS Agriculture & Consumer Goods (UK) Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2022

130

1,811,270

5

(6,291,057)

(4,479,652)

Loss for the year

-

-

-

(3,312,608)

(3,312,608)

At 31 December 2022

130

1,811,270

5

(9,603,665)

(7,792,260)

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2023

130

1,811,270

5

(9,603,665)

(7,792,260)

Profit for the year

-

-

-

1,761,927

1,761,927

New share capital subscribed

2,653,082

-

-

-

2,653,082

At 31 December 2023

2,653,212

1,811,270

5

(7,841,738)

(3,377,251)

 

TELUS Agriculture & Consumer Goods (UK) Limited

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit/(loss) for the year

 

1,761,927

(3,312,608)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

7

597,935

360,838

Loss on disposal of tangible assets

-

1,273

Profit on disposal of intangible assets

(121,300)

-

Exceptional income

(64,932)

-

Finance costs

9,760

7,568

Corporation tax credit

11

(1,473,806)

-

 

709,584

(2,942,929)

Working capital adjustments

 

Decrease/(increase) in stocks

16

961,682

(938,872)

(Increase)/decrease in trade debtors

17

(9,088,514)

94,170

Increase in trade creditors

18

3,038,252

5,257,166

Increase in deferred income, including government grants

 

1,405,277

66,276

Net cash flow from operating activities

 

(2,973,719)

1,535,811

Cash flows from investing activities

 

Acquisitions of tangible assets

(14,138)

(47,531)

Acquisition of intangible assets

12

(463,370)

(1,453,865)

Proceeds from sale of intangible assets

 

4,000,000

-

Net cash flows from investing activities

 

3,522,492

(1,501,396)

Cash flows from financing activities

 

Interest paid

(9,760)

(7,568)

Net increase in cash and cash equivalents

 

539,013

26,847

Cash and cash equivalents at 1 January

 

1,113,212

1,086,365

Cash and cash equivalents at 31 December

 

1,652,225

1,113,212

 

Analysis of changes in net debt

At 1 January 2023
£

Cash flows
£

At 31 December 2023
£

Cash and cash equivalents

Cash

1,113,212

539,013

1,652,225

 

1,113,212

539,013

1,652,225

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
54 Portland Place
London
W1B 1DY

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006', except that the company has not prepared consolidated financial statements that include the companies that it controls. Non-inclusion represents a departure from United Kingdom Generally Accepted Accounting Practice and, in respect of this matter only, these financial statements were not prepared in accordance with the Companies Act 2006 and therefore represent a departure from the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Name of parent of group

These financial statements are consolidated in the financial statements of TELUS Agricultural Solutions Inc. The financial statements of TELUS Agricultural Solutions Inc may be obtained from the company's registered office.

Group accounts not prepared

During the year, certain subsidiaries within the group were not consolidated. These financial statements contain the result of TELUS Agriculture & Consumer Goods (UK) Limited as a standalone single entity only.

Going concern

The company is reliant on the support of TELUS Agriculture Solutions Inc for its funding. After reviewing the company's forecasts and projections, the directors have a reasonable expectation that, provided the company continues to receive funding from its parent and other group companies, it has adequate resources to continue in operation for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the company's activities.

The company sells computer software for the food supply chain on a long term contract basis. The company recognises revenue evenly over the length of the contract.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office Equipment

2 to 5 years straight line

Development costs

Development expenditure incurred on individual new product areas which have yet to be commercialised is carried forward when its future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised in line with the expected future sales from the related new product areas.

Customer list and other intangible assets

Customer lists and other intangible assets acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Development costs

3 years straight line

Customer list and other intangible assets

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out method. Stocks consist of consumables, such as Nano Tags and software licences, which are purchased individually and then sold to customers.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Dividends

Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

3

Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

2023
£

2022
£

Rendering of services

6,604,457

4,890,107

The analysis of the company's turnover for the year by market is as follows:

2023
£

2022
£

UK

4,255,578

3,006,667

Europe

1,020,685

981,500

Rest of world

1,328,194

901,940

6,604,457

4,890,107

 

4

Exceptional items

The following exceptional item is included within cost of sales:

2023
 £

2022
 £

Stock write off

1,318,675

-

 

5

Exceptional items

The following exceptional item is included within administrative expenses:

2023
 £

2022
 £

Redundancy costs

1,971,870

-

 

6

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Market Support Payments

9,590,107

-

Research and development expenditure credits

382,881

-

Other exceptional income

64,932

-

10,037,920

-

Other operating income predominantly relates to Market Support Payments from Telus Agriculture & Consumer Goods (US) Inc, a member of the group, as part of a reseller agreement.

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

7

Operating profit

Arrived at after charging/(crediting):

2023
 £

2022
 £

Depreciation expense

74,987

129,643

Amortisation expense

522,948

231,195

Loss on disposal of property, plant and equipment

-

1,273

Loss on disposal of tangible fixed assets

(121,300)

-

Auditor's remuneration - The audit of the company's annual accounts

27,600

8,800

Foreign exchange losses/(gains)

1,242,444

(23,713)

 

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

5,130,547

4,815,883

Social security costs

1,039,433

730,082

Pension costs, defined contribution scheme

365,653

257,642

Other employee expense

261,895

181,508

Redundancy costs

1,971,870

-

8,769,398

5,985,115

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

7

11

Sales

130

116

137

127

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

679,655

393,279

Benefits in kind and sums paid to third parties

6,417

7,970

686,072

401,249

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

4

3

In respect of the highest paid director:

2023
£

2022
£

Remuneration

239,578

180,827

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

10

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

27,600

8,800

Other fees to auditors

Taxation compliance services

6,000

-


 

 

11

Taxation

Tax charged/(credited) in the profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

-

-

-

-

Deferred taxation

Arising from origination and reversal of timing differences

203,701

-

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(1,294,626)

-

Total deferred taxation

(1,090,925)

-

Tax receipt in the income statement

(1,090,925)

-

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit/(loss) before tax

671,002

(3,312,608)

Corporation tax at standard rate

157,820

(629,396)

Effect of revenues exempt from taxation

(90,056)

-

Effect of expense not deductible in determining taxable profit (tax loss)

39,083

-

Effect of tax losses

-

629,396

Deferred tax expense relating to changes in tax rates or laws

12,054

-

Deferred tax credit from unrecognised temporary difference from a prior period

(1,294,626)

-

Tax increase from effect of capital allowances and depreciation

20,627

-

Tax increase from effect of adjustment in research and development tax credit

48,692

-

Other tax effects for reconciliation between accounting profit and tax expense (income)

15,481

-

Total tax credit

(1,090,925)

-

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Deferred tax

Deferred tax assets and liabilities

2023

Asset
£

Fixed asset timing differences

71,418

Losses and other deductions

1,012,119

Short term timing differences

7,388

1,090,925

A deferred tax asset has been recognised on losses carried forward of £4,048,473, as well as other fixed asset and short term timing differences.

2022

Asset
£

Fixed asset timing differences

-

Losses and other deductions

-

Short term timing differences

-

-

 

12

Intangible assets

Customer list and employee contracts
£

Development costs
£

Development costs for assets under construction
£

Total
£

Cost

At 1 January 2023

-

694,227

2,952,298

3,646,525

Additions

-

-

463,370

463,370

Acquired through business combinations

1,753,954

1,543,049

-

3,297,003

Disposals

-

(694,227)

(3,415,668)

(4,109,895)

At 31 December 2023

1,753,954

1,543,049

-

3,297,003

Amortisation

At 1 January 2023

-

231,195

-

231,195

Amortisation charge

87,698

435,250

-

522,948

Amortisation eliminated on disposals

-

(231,195)

-

(231,195)

At 31 December 2023

87,698

435,250

-

522,948

Carrying amount

At 31 December 2023

1,666,256

1,107,799

-

2,774,055

At 31 December 2022

-

463,032

2,952,298

3,415,330

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

13

Tangible assets

Office equipment
£

Cost

At 1 January 2023

788,319

Additions

14,138

Acquired through business combinations

27,863

At 31 December 2023

830,320

Depreciation

At 1 January 2023

701,012

Charge for the year

74,987

At 31 December 2023

775,999

Carrying amount

At 31 December 2023

54,321

At 31 December 2022

87,307

In total, included within the net book value of tangible fixed assets is £nil (2022 - £1,516) in respect of assets held under finance leases and similar hire purchase contracts. Depreciation for the year on these assets was £nil (2022 - £1,516).

 

14

Investments

2023
£

2022
£

Investments in subsidiaries

63

63

Subsidiaries

£

Cost

At 1 January 2023

63

Additions

2,653,082

Impairment

(2,653,082)

At 31 December 2023

63

Carrying amount

At 31 December 2023

63

At 31 December 2022

63

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Muddy Boots Software Systems (Pty) Ltd

North Sydney NSW 2060, Australia

Ordinary

100%

100%

Exceedra Software Limited

C/O Interpath Ltd, 10 Fleet Place, London, EC4M 7RB

England

Ordinary

0%

0%

Subsidiary undertakings

Muddy Boots Software Systems (Pty) Ltd

The principal activity of Muddy Boots Software Systems (Pty) Ltd is the provision of computer software, hardware and related services.

Exceedra Software Limited

The principal activity of Exceedra Software Limited is Information technology consultancy activities.

On 30 June 2023, as part of a group reorganisation, the company acquired the share capital of Exceedra Software Limited. Immediately after the acquisition, the trade and assets of Exceedra Software Limited were hived up into TELUS Agriculture & Consumer Goods (UK) Limited. On 9 October 2023, the company appointed a liquidator and the investment cost was written off against the outstanding proceeds of £2,653,082. Consequently, there is no profit or loss on the investment.

 

15

Business combinations

As explained more fully in Note 14, on 30 June 2023, TELUS Agriculture & Consumer Goods (UK) Limited acquired 100% of the issued share capital of Exceedra Software Limited, and the trade and assets were hived up.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

Book value
2023
£

Assets and liabilities acquired

Financial assets

1,528,348

Tangible assets

27,863

Identifiable intangible assets

3,297,003

Financial liabilities

(2,200,132)

Total identifiable assets

2,653,082

-

Total consideration

2,653,082

The net profit attributable to the acquired trade and assets of Exceedra Software Limited is as follows:

Revenue

1,985,836

Cost of sales

(1,986,485)

Other income

2,104,535

Administrative expenses

(2,044,311)

Net profit

59,575

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

16

Stocks

2023
£

2022
£

Goods for resale

-

961,682

 

17

Debtors

Note

2023
 £

2022
 £

Trade debtors

 

2,401,513

533,709

Amounts owed by related parties

22

9,308,876

361,138

Other debtors

 

383,261

13,424

Prepayments and accrued income

 

98,222

218,927

Deferred tax assets

11

1,090,925

-

   

13,282,797

1,127,198

 

18

Creditors

Note

2023
 £

2022
 £

Due within one year

 

Trade creditors

 

34,745

192,450

Amounts due to related parties

22

15,929,330

11,145,488

Social security and other taxes

 

677,646

444,868

Other creditors and accrued expenses

 

862,718

483,250

Deferred income

 

3,636,273

2,230,996

 

21,140,712

14,497,052

 

19

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A1 Shares of £0.01 each

2,377

24

2,377

24

Ordinary A Shares of £0.01 each

265,317,712

2,653,177

9,512

95

Ordinary C Shares of £0.01 each

1,100

11

1,100

11

 

265,321,189

2,653,212

12,989

130

 

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

20

Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

95,006

120,465

Later than one year and not later than five years

60,000

261,709

155,006

382,174

The amount of non-cancellable operating lease payments recognised as an expense during the year was £107,689 (2022 - £130,437).

 

21

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £365,653 (2022 - £257,642).

 

22

Related party transactions


TELUS Agriculture Solutions Inc (parent company)
At the year end, the amount owed by TELUS Agriculture & Consumer Goods (UK) Limited to TELUS Agriculture Solutions Inc, and its related entities in the TELUS group, was £15,929,330 (2022 - £11,145,488). The amount owed to TELUS Agriculture & Consumer Goods (UK) Limited by the related entities in the TELUS group was £9,594,340 (2022 - £361,138). These balances are included in amounts due to / owed by related parties, within creditors and debtors.

TELUS Agriculture & Consumer Goods (US) Inc (fellow group company)
During the year, management charges of £288,938 (2022 - £nil) were paid to TELUS Agriculture & Consumer Goods (US) Inc, a company that is part of the wider TELUS group.

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.

 

23

Parent and ultimate parent undertaking

The company's immediate parent is TELUS Agriculture Solutions Inc, incorporated in Canada.