Registration number:
for the
Year Ended 31 December 2023
TELUS Agriculture & Consumer Goods (UK) Limited
Contents
Company Information |
|
Directors' Report |
|
Strategic Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
TELUS Agriculture & Consumer Goods (UK) Limited
Company Information
Directors |
C J Pile A R J Banks |
Company secretary |
Broughton Secretaries Limited |
Registered office |
|
Auditors |
|
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:
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
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
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
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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
TELUS Agriculture & Consumer Goods (UK) Limited
Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales - normal |
( |
( |
|
Cost of sales - exceptional |
(1,318,675) |
- |
|
Gross profit |
|
|
|
Administrative expenses - normal |
( |
( |
|
Administrative expenses - exceptional |
(1,971,870) |
- |
|
Loss before other operating income |
(9,366,918) |
(3,312,608) |
|
Other operating income |
|
- |
|
Operating profit/(loss) |
|
( |
|
Profit/(loss) before tax |
|
( |
|
Taxation |
|
- |
|
Profit/(loss) for the financial year |
|
( |
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 |
|
|
|
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Stocks |
- |
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Capital redemption reserve |
|
|
|
Profit and loss account |
( |
( |
|
Total equity |
( |
( |
Approved and authorised by the
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 |
|
|
|
( |
( |
Loss for the year |
- |
- |
- |
( |
( |
At 31 December 2022 |
|
|
|
( |
( |
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
|
( |
( |
Profit for the year |
- |
- |
- |
|
|
New share capital subscribed |
|
- |
- |
- |
|
At 31 December 2023 |
|
|
|
( |
( |
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 |
|
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
597,935 |
360,838 |
|
Loss on disposal of tangible assets |
- |
|
|
Profit on disposal of intangible assets |
( |
- |
|
Exceptional income |
( |
- |
|
Finance costs |
|
|
|
Corporation tax credit |
(1,473,806) |
- |
|
|
( |
||
Working capital adjustments |
|||
Decrease/(increase) in stocks |
|
( |
|
(Increase)/decrease in trade debtors |
( |
|
|
Increase in trade creditors |
|
|
|
Increase in deferred income, including government grants |
|
|
|
Net cash flow from operating activities |
( |
|
|
Cash flows from investing activities |
|||
Acquisitions of tangible assets |
( |
( |
|
Acquisition of intangible assets |
( |
( |
|
Proceeds from sale of intangible assets |
|
- |
|
Net cash flows from investing activities |
|
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
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 |
|
|
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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
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
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
Recognition and measurement
Impairment
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
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Rendering of services |
|
|
The analysis of the company's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Exceptional items |
The following exceptional item is included within cost of sales:
2023 |
2022 |
|
Stock write off |
1,318,675 |
- |
Exceptional items |
The following exceptional item is included within administrative expenses:
2023 |
2022 |
|
Redundancy costs |
1,971,870 |
- |
Other operating income |
The analysis of the company's other operating income for the year is as follows:
2023 |
2022 |
|
Market Support Payments |
|
- |
Research and development expenditure credits |
|
- |
Other exceptional income |
|
- |
|
- |
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
Operating profit |
Arrived at after charging/(crediting):
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Loss on disposal of property, plant and equipment |
- |
|
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) |
|
( |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
Redundancy costs |
|
- |
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
Sales |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
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 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Other fees to auditors |
||
Taxation compliance services |
|
- |
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 |
|
- |
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
(1,294,626) |
- |
Total deferred taxation |
( |
- |
Tax receipt in the income statement |
( |
- |
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
The differences are reconciled below:
2023 |
2022 |
|
Profit/(loss) before tax |
|
( |
Corporation tax at standard rate |
|
( |
Effect of revenues exempt from taxation |
( |
- |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
- |
Effect of tax losses |
- |
|
Deferred tax expense relating to changes in tax rates or laws |
|
- |
Deferred tax credit from unrecognised temporary difference from a prior period |
( |
- |
Tax increase from effect of capital allowances and depreciation |
|
- |
Tax increase from effect of adjustment in research and development tax credit |
|
- |
Other tax effects for reconciliation between accounting profit and tax expense (income) |
|
- |
Total tax credit |
( |
- |
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 |
|
Losses and other deductions |
|
Short term timing differences |
|
|
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 |
- |
- |
Intangible assets |
Customer list and employee contracts |
Development costs |
Development costs for assets under construction |
Total |
|
Cost |
||||
At 1 January 2023 |
- |
|
|
|
Additions |
- |
- |
|
|
Acquired through business combinations |
|
|
- |
|
Disposals |
- |
( |
( |
( |
At 31 December 2023 |
|
|
- |
|
Amortisation |
||||
At 1 January 2023 |
- |
|
- |
|
Amortisation charge |
|
|
- |
|
Amortisation eliminated on disposals |
- |
( |
- |
( |
At 31 December 2023 |
|
|
- |
|
Carrying amount |
||||
At 31 December 2023 |
|
|
- |
|
At 31 December 2022 |
- |
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets |
Office equipment |
|
Cost |
|
At 1 January 2023 |
|
Additions |
|
Acquired through business combinations |
|
At 31 December 2023 |
|
Depreciation |
|
At 1 January 2023 |
|
Charge for the year |
|
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
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).
Investments |
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost |
|
At 1 January 2023 |
|
Additions |
|
Impairment |
( |
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
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 |
||||
|
North Sydney NSW 2060, Australia |
|
|
|
|
C/O Interpath Ltd, 10 Fleet Place, London, EC4M 7RB England |
|
|
|
Subsidiary undertakings |
Muddy Boots Software Systems (Pty) Ltd The principal activity of Muddy Boots Software Systems (Pty) Ltd is |
Exceedra Software Limited The principal activity of Exceedra Software Limited is |
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.
Business combinations |
As explained more fully in Note 14, on
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
|
Assets and liabilities acquired |
|
Financial assets |
|
Tangible assets |
|
Identifiable intangible assets |
|
Financial liabilities |
( |
Total identifiable assets |
|
- |
|
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
Stocks |
2023 |
2022 |
|
Goods for resale |
- |
|
Debtors |
Note |
2023 |
2022 |
|
Trade debtors |
|
|
|
Amounts owed by related parties |
|
|
|
Other debtors |
|
|
|
Prepayments and accrued income |
|
|
|
Deferred tax assets |
|
- |
|
|
|
Creditors |
Note |
2023 |
2022 |
|
Due within one year |
|||
Trade creditors |
|
|
|
Amounts due to related parties |
|
|
|
Social security and other taxes |
|
|
|
Other creditors and accrued expenses |
|
|
|
Deferred income |
|
|
|
|
|
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
24 |
|
24 |
|
|
2,653,177 |
|
95 |
|
|
11 |
|
11 |
|
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Obligations under leases |
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
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 £
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
Parent and ultimate parent undertaking |
The company's immediate parent is