Registration number:
for the
Year Ended 31 December 2024
TELUS Agriculture & Consumer Goods (UK) Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
TELUS Agriculture & Consumer Goods (UK) Limited
Company Information
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Directors |
C J Pile A R J Banks |
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Company secretary |
Broughton Secretaries Limited |
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Registered office |
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Auditors |
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TELUS Agriculture & Consumer Goods (UK) Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group 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.
Fair review of the business
The group loss before tax for the year ended 31 December 2024 was £26,658 (2024 - group profit before tax of £201,450).
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.
Acquisition of Proagrica business
On 29 February, 2024, TELUS Agriculture Holdings (US) Inc. (“TAHUS”) completed the acquisition of Proagrica business from RELX (Holdings) Limited (“RELX”) through a Share Purchase Agreement (“SPA”). As part of the SPA, the UK assets & liabilities were transferred to Agriculture Insights Ltd. On 8 March 2024, Agriculture Insights Ltd transferred its assets and liabilities to TELUS Agriculture & Consumer Goods (UK) Limited. This was facilitated through an Asset Purchase Agreement for a Purchase price of $15,711,000. ProAgrica business is a global provider of data and software solutions for the agricultural industry operating in the United States, United Kingdom, Australia, South Africa, and Brazil.
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
Financial risks
Financial risks arise from uncertainties involved in maintaining appropriate levels of liquidity, financing and debt in order to sustain operations and support future growth.
Our ability to access funding may be impacted by general market conditions. TAC UK continues to obtain additional funding, as needed, from other TELUS Agriculture & Consumer Goods (“TAC”) entities and if needed from the ultimate parent TELUS Corporation.
Changing global economic conditions, including a potential recession and varying expectations about inflation, as well as our effectiveness in monitoring and revising growth assumptions and contingency plans may impact the achievement of our financial results (including revenue and EBITDA).
Key performance indicators
TAC UK is one of a plethora of legal entities that consolidates into TELUS Agriculture Solutions Inc. (“TASI” or “The Business”). The Business is evaluated at a macro level by business unit as opposed to each individual legal entity. TAC UK operates within the Agriculture business unit and the KPIs for which its results are evaluated against include earnings before income taxes, depreciation, and amortization (“EBITDA”) and revenue.
TELUS Agriculture & Consumer Goods (UK) Limited
Strategic Report for the Year Ended 31 December 2024
Future developments
Looking ahead, we are optimistic about the opportunities that lie before us.
The accompanying financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Additionally, TAC UK continues to be engaged in a reseller agreement with TELUS Agriculture & Consumer Goods US, guaranteeing TAC UK a profit margin.
Management has considered non-financial risks that could materially impact its operations, financial position, or future performance and are currently not aware of any risks material to the future performance or operations of the business.
Approved by the
Director
TELUS Agriculture & Consumer Goods (UK) Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Important non adjusting events after the financial period
On 9 October 2025, the balance of £12,432,782 owed by TELUS Agriculture & Consumer Goods (UK) Limited to Agricultural Insights Ltd at 31 December 2024 was waived by way of a formal resolution.
Disclosure of information to the auditor
Each director has taken the 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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
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 group and company and of the profit or loss of the group 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 have 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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
Opinion
We have audited the financial statements of TELUS Agriculture & Consumer Goods (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated 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 the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group'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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
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 |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
TELUS Agriculture & Consumer Goods (UK) Limited
Independent Auditor's Report to the Members of TELUS Agriculture & Consumer Goods (UK) Limited
Matters on which we are required to report by exception
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 5, 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 group’s and the parent 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 group or the parent 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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.
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identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; |
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understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; |
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challenging assumptions and judgements made by management in its significant accounting estimates; and |
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identifying and testing journal entries, in particular any journal entries with unusual characteristics. |
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.
TELUS Agriculture & Consumer Goods (UK) Limited
Independent Auditor's Report to the Members of TELUS Agriculture & Consumer Goods (UK) Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Cost of sales - exceptional |
- |
(1,318,675) |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Administrative expenses - exceptional |
(6,295,254) |
(1,971,870) |
|
|
Other operating income |
|
|
|
|
Operating (loss)/profit |
( |
|
|
|
(Loss)/profit before tax |
( |
|
|
|
Tax on (loss)/profit |
|
|
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
TELUS Agriculture & Consumer Goods (UK) Limited
(Registration number: 03134834)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
2,653,212 |
2,653,212 |
|
|
Share premium reserve |
1,811,270 |
1,811,270 |
|
|
Capital redemption reserve |
5 |
5 |
|
|
Capital contribution reserve |
12,432,782 |
- |
|
|
Retained earnings |
(4,032,025) |
(7,845,728) |
|
|
Shareholders' funds/(deficit) |
12,865,244 |
(3,381,241) |
Approved and authorised by the
Director
TELUS Agriculture & Consumer Goods (UK) Limited
(Registration number: 03134834)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
2,653,212 |
2,653,212 |
|
|
Share premium reserve |
1,811,270 |
1,811,270 |
|
|
Capital redemption reserve |
5 |
5 |
|
|
Capital contribution reserve |
12,432,782 |
- |
|
|
Retained earnings |
(3,740,122) |
(7,841,738) |
|
|
Shareholders' funds/(deficit) |
13,157,147 |
(3,377,251) |
The company made a profit after tax for the financial year of £4,101,616 (2023 - profit of £1,761,927).
Approved and authorised by the
Director
TELUS Agriculture & Consumer Goods (UK) Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital redemption reserve |
Capital contribution reserve |
Retained earnings |
Total equity |
|
|
At 1 January 2024 |
|
|
|
- |
( |
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Capital contribution reserve introduced |
- |
- |
- |
12,432,782 |
- |
12,432,782 |
|
At 31 December 2024 |
|
|
|
|
( |
|
|
Share capital |
Share premium |
Capital redemption reserve |
Capital contribution reserve |
Retained earnings |
Total equity |
|
|
At 1 January 2023 |
|
|
|
- |
( |
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
New share capital subscribed |
|
- |
- |
- |
- |
|
|
At 31 December 2023 |
2,653,212 |
1,811,270 |
5 |
- |
(7,845,728) |
(3,381,241) |
TELUS Agriculture & Consumer Goods (UK) Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Capital redemption reserve |
Capital contribution reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
- |
( |
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Capital contribution reserve introduced |
- |
- |
- |
12,432,782 |
- |
12,432,782 |
|
At 31 December 2024 |
|
|
|
|
( |
|
|
Share capital |
Share premium |
Capital redemption reserve |
Capital contribution reserve |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
- |
( |
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
New share capital subscribed |
|
- |
- |
- |
- |
|
|
At 31 December 2023 |
2,653,212 |
1,811,270 |
5 |
- |
(7,841,738) |
(3,377,251) |
TELUS Agriculture & Consumer Goods (UK) Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of intangible assets |
- |
( |
|
|
Exceptional income |
- |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
- |
|
|
|
Increase 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 |
|
|
|
|
Cash and cash equivalents at 31 December |
3,409,395 |
1,656,903 |
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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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.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
Other than in the valuation of capitalised intangible assets, as disclosed in the relevant accounting policy, no key sources of estimation uncertainty have been identified by management in preparing these financial statements.
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.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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:
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Asset class |
Depreciation method and rate |
|
Office equipment |
2 to 5 years straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill is amortised over its useful life of 10 years.
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.
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 |
|
Goodwill |
10 years straight line |
|
Customer relationships |
10 years straight line |
|
Customer list and employee contracts |
10 years straight line |
|
Software |
3 years straight line |
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Estimation uncertainty in relation to intangible assets
A number of assumptions have been used when determining the valuation of intangibles capitalised through business combinations.
Customer relationships
Customer relationships capitalised in the year have been valued using the Multi Period Excess Earnings Method. The key assumptions in relation to this valuation are as follows:
|
Assumption |
Rate |
|
|
Useful life / amortisation period |
10 years |
|
|
Average increase in revenue (year-on-year) |
9% |
|
|
Average loss in revenue from existing customers (per year) |
10% |
|
|
EBITDA margin in final year |
62% |
|
|
Weighted Average Return on Assets |
15% |
Software
Software capitalised in the year has been valued using the Relief From Royalty Method. The key assumptions in relation to this valuation are as follows:
|
Assumption |
Rate |
|
|
Useful life / amortisation period |
3 years |
|
|
Average increase in subscription revenue (year-on-year) |
9% |
|
|
Fall in customer retention rate (per year) |
25% |
|
|
Pre-tax royalty rate |
10% |
|
|
Blended income tax rate |
27% |
|
|
Weighted Average Return on Assets |
13% |
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 group will not be able to collect all amounts due according to the original terms of the debtors.
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.
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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.
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 group 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.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The analysis of the group's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Market Support Payments |
|
|
|
Support payments for restructuring |
6,295,254 |
- |
|
Research and development expenditure credits |
- |
|
|
Other exceptional income |
- |
|
|
|
|
Other operating income predominantly relates to Market Support Payments from, and restructuring expenses reimbursed by, TELUS Agriculture & Consumer Goods (US) Inc, a member of the wider TELUS group, as part of a reseller agreement.
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
Gain on disposal of intangible assets |
- |
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Cost of sales - exceptional |
The following exceptional item is included within cost of sales:
|
2024 |
2023 |
|
|
Stock write off |
- |
1,318,675 |
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Administrative expenses - exceptional |
The following exceptional item is included within administrative expenses:
|
2024 |
2023 |
|
|
Redundancy costs |
6,295,254 |
1,971,870 |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
Redundancy costs |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
Sales |
|
|
|
|
|
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
15,476,250 |
5,130,547 |
|
Social security costs |
1,273,107 |
1,039,433 |
|
Pension costs, defined contribution scheme |
477,019 |
365,653 |
|
Other employee expense |
366,954 |
261,895 |
|
Redundancy costs |
6,295,254 |
1,971,870 |
|
23,888,584 |
8,769,398 |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
9 |
7 |
|
Sales |
222 |
130 |
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
28,500 |
27,600 |
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
Foreign tax |
|
- |
|
Total current income tax |
19,258 |
39,417 |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
(2,684,497) |
(1,294,626) |
|
Total deferred taxation |
( |
( |
|
Tax receipt in the income statement |
( |
( |
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of revenues exempt from taxation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax increase arising from overseas tax suffered/expensed |
|
|
|
Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
( |
|
Deferred tax expense relating to changes in tax rates or laws |
- |
|
|
Tax (decrease)/increase from effect of adjustment in research and development tax credit |
( |
|
|
Tax (decrease)/increase from other tax effects |
( |
|
|
Total tax credit |
( |
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Losses and other deductions |
|
|
Short term timing differences |
|
|
|
|
2023 |
Asset |
|
Fixed asset timing differences |
|
|
Losses and other deductions |
|
|
Short term timing differences |
|
|
|
Company
Deferred tax assets and liabilities
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Losses and other deductions |
|
|
Short term timing differences |
|
|
|
|
2023 |
Asset |
|
Fixed asset timing differences |
|
|
Losses and other deductions |
|
|
Short term timing differences |
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Customer relationships |
Customer list and employee contracts |
Software |
Total |
|
|
Cost or valuation |
|||||
|
At 1 January 2024 |
- |
- |
|
|
|
|
Acquired through business combinations |
|
|
- |
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
Amortisation |
|||||
|
At 1 January 2024 |
- |
- |
|
|
|
|
Amortisation charge |
|
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 December 2024 |
|
|
|
|
|
|
At 31 December 2023 |
- |
- |
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
Goodwill |
Customer relationships |
Customer list and employee contracts |
Software |
Total |
|
|
Cost or valuation |
|||||
|
At 1 January 2024 |
- |
- |
|
|
|
|
Acquired through business combinations |
|
|
- |
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
Amortisation |
|||||
|
At 1 January 2024 |
- |
- |
|
|
|
|
Amortisation charge |
|
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 December 2024 |
|
|
|
|
|
|
At 31 December 2023 |
- |
- |
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
|
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Depreciation |
|
|
At 1 January 2024 |
|
|
Charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Company
|
Furniture, fittings and equipment |
|
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Depreciation |
|
|
At 1 January 2024 |
|
|
Charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
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:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
North Sydney NSW 2060, Australia |
|
|
|
|
|
54 Portland Place, London, W1B 1DY, United Kingdom |
|
|
|
|
Subsidiary undertakings |
|
Muddy Boots Software Systems (Pty) Ltd The principal activity of Muddy Boots Software Systems (Pty) Ltd is |
|
Agricultural Insights Ltd The principal activity of Agricultural Insights Ltd is |
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Agricultural Insights Ltd
On 29 February 2024, the company acquired the entire issued share capital of Agricultural Insights Ltd for £12,432,782, funded by a capital contribution received from its immediate parent company, TELUS Agriculture Solutions Inc.
The principal activity of Agricultural Insights Ltd was information technology service activities. On 8 March 2024, the following trade and net assets of Agricultural Insights Ltd were hived up / transferred to the company.
|
£ |
|
|
Intangible assets (customer relationships) |
5,824,079 |
|
Intangible assets (software) |
2,327,515 |
|
Trade debtors |
1,517,718 |
|
Other debtors |
535,091 |
|
Deferred income |
(3,086,314) |
|
Other creditors |
(2,252,714) |
|
Deferred tax liabilities on customer relationships |
(1,456,020) |
|
Net assets acquired |
3,409,355 |
|
Capital contribution |
12,432,782 |
|
Goodwill |
9,023,427 |
There was no cash consideration for the hive-up / transfer of net assets. Subsequent to the hive-up / transfer, Agricultural Insights Ltd became dormant.
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
|
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
||
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
Deferred income |
|
|
|
|
|
|
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
23.77 |
|
23.77 |
|
|
|
2,653,177.12 |
|
2,653,177.12 |
|
|
|
11.00 |
|
11.00 |
|
|
|
|
|
|
TELUS Agriculture & Consumer Goods (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
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 £
Company
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
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 £
|
Related party transactions |
Company
Summary of transactions with key management
|
Non adjusting events after the financial period |
|
|
|
Parent and ultimate parent undertaking |
The company's immediate parent is