TELUS Agriculture & Consumer Goods (UK) Limited 03134834 false 2025-01-01 2025-12-31 2025-12-31 2025-12-31 The principal activity of the company is The group TELUS Agriculture & Consumer Goods is a leading global provider of digital solutions and data insights that help connect food and consumer goods producers to consumers. With a global team, we serve customers in more than 50 countries, offering integrated solutions for analytics, data, supply chain, trade promotion, farm and livestock production management. TELUS Agriculture & Consumer Goods is helping connect customers with the right tools and information at the right time to grow their businesses in a more informed, agile and sustainable way so that, together, we can improve the communities where we live and work. For more information, please visit telus.com/agcg and follow @TELUS_AGCG on Twitter and TELUS Agriculture & Consumer Goods on LinkedIn. 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Registration number: 03134834

TELUS Agriculture & Consumer Goods (UK) Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2025

TELUS Agriculture & Consumer Goods (UK) Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Consolidated Profit and Loss Account | 9
Consolidated Balance Sheet | 10
Balance Sheet | 11
Consolidated Statement of Changes in Equity | 12
Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Financial Statements | 15 to 29

TELUS Agriculture & Consumer Goods (UK) Limited

Company Information

Directors | C J Pile M J A Turner

Company secretary | Broughton Secretaries Limited

Registered office | 54 Portland Place London W1B 1DY

Auditors | Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

TELUS Agriculture & Consumer Goods (UK) Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

The group 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 profit before tax for the year ended 31 December 2025 was £590,708 (2024 - loss before tax £26,658).

Principal risks and uncertainties

While we maintain a positive outlook, we acknowledge the presence of potential risks that could impact our operations:
1. Economic volatility: Fluctuations in the global economy may affect investment in agri-tech solutions.
2. Rapid technological advancements: The fast-paced nature of the tech industry requires continuous innovation.
3. 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.

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.

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 an operating margin.
Management has considered non-financial risks that could materially impact its operations, financial position, or future performance.

TELUS Agriculture & Consumer Goods (UK) Limited

Strategic Report for the Year Ended 31 December 2025

Approved by the Board on 31 July 2026 and signed on its behalf by:

C J Pile
Director

TELUS Agriculture & Consumer Goods (UK) Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Directors of the company

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

C J Pile

A R J Banks (resigned 26 February 2026)

The following director was appointed after the year end:

M J A Turner (appointed 26 February 2026)

Important adjusting events after the financial period

On 20 February 2026, the company submitted a claim for Research and Development Expenditure Credits (RDEC), with a gross value of £406,445. As the company was entitled to this amount at the year-end, this has been adjusted in the financial statements and is included within other income.

Important non adjusting events after the financial period

On 13 January 2026, Agricultural Insights Ltd was officially dissolved from the Company Register, and therefore ceased to be a subsidiary of TELUS Agriculture & Consumer Goods (UK) Limited from this date.

On 1 May 2026, Muddy Boots Software Systems (Pty) Ltd was officially deregistered from the Australian Securities and Investments Commission, and therefore ceased to be a subsidiary of TELUS Agriculture & Consumer Goods (UK) Limited from this date.

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.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 31 July 2026 and signed on its behalf by:

C J Pile
Director

TELUS Agriculture & Consumer Goods (UK) Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 2025, 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 2025 and of the group's loss 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:

• | 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.

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.

• | identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• | understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• | challenging assumptions and judgements made by management in its significant accounting estimates; and
• | 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.

Scott Lawrence (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Staverton Court
Staverton
Cheltenham
GL51 0UX

31 July 2026

TELUS Agriculture & Consumer Goods (UK) Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 17,134,784 | 18,517,523
Cost of sales |  | (3,715,169) | (2,708,277)
Gross profit |  | 13,419,615 | 15,809,246
Administrative expenses |  | (24,532,349) | (25,331,458)
Administrative expenses - exceptional | 6 | (2,792,306) | (6,295,254)
Other operating income | 4 | 14,495,748 | 15,790,808
Operating profit/(loss) | 5 | 590,708 | (26,658)
Profit/(loss) before tax |  | 590,708 | (26,658)
Tax on profit/(loss) | 10 | (860,705) | 3,840,361
(Loss)/profit for the financial year |  | (269,997) | 3,813,703

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 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 11 | 14,352,579 | 17,132,165
Tangible assets | 12 | 156,151 | 210,369
|  | 14,508,730 | 17,342,534
Current assets |  |  |
Debtors | 14 | 46,527,551 | 34,660,754
Cash at bank and in hand |  | 1,814,472 | 3,409,395
|  | 48,342,023 | 38,070,149
Creditors: Amounts falling due within one year | 16 | (50,255,506) | (42,547,439)
Net current liabilities |  | (1,913,483) | (4,477,290)
Net assets |  | 12,595,247 | 12,865,244
Capital and reserves |  |  |
Called up share capital | 18 | 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 | 12,432,782
Retained earnings |  | (4,302,022) | (4,032,025)
Shareholders' funds |  | 12,595,247 | 12,865,244

Approved and authorised by the Board on 31 July 2026 and signed on its behalf by:

C J Pile
Director

TELUS Agriculture & Consumer Goods (UK) Limited

(Registration number: 03134834)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 11 | 14,352,579 | 17,132,165
Tangible assets | 12 | 156,151 | 210,369
Investments | 13 | 63 | 12,432,845
|  | 14,508,793 | 29,775,379
Current assets |  |  |
Debtors | 14 | 46,535,529 | 34,668,707
Cash at bank and in hand |  | 1,814,472 | 3,409,395
|  | 48,350,001 | 38,078,102
Creditors: Amounts falling due within one year | 16 | (50,255,813) | (54,696,334)
Net current liabilities |  | (1,905,812) | (16,618,232)
Net assets |  | 12,602,981 | 13,157,147
Capital and reserves |  |  |
Called up share capital | 18 | 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 | 12,432,782
Retained earnings |  | (4,294,288) | (3,740,122)
Shareholders' funds |  | 12,602,981 | 13,157,147

The company made a loss after tax for the financial year of £554,166 (2024 - profit of £4,101,616).

Approved and authorised by the Board on 31 July 2026 and signed on its behalf by:

C J Pile
Director

TELUS Agriculture & Consumer Goods (UK) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Retained earnings £ | Total equity £
At 1 January 2025 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (4,032,025) | 12,865,244
Loss for the year | - | - | - | - | (269,997) | (269,997)
At 31 December 2025 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (4,302,022) | 12,595,247

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Retained earnings £ | Total equity £
At 1 January 2024 | 2,653,212 | 1,811,270 | 5 | - | (7,845,728) | (3,381,241)
Profit for the year | - | - | - | - | 3,813,703 | 3,813,703
Other movements on reserves | - | - | - | 12,432,782 | - | 12,432,782
At 31 December 2024 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (4,032,025) | 12,865,244

TELUS Agriculture & Consumer Goods (UK) Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Retained earnings £ | Total £
At 1 January 2025 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (3,740,122) | 13,157,147
Loss for the year | - | - | - | - | (554,166) | (554,166)
At 31 December 2025 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (4,294,288) | 12,602,981

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Retained earnings £ | Total £
At 1 January 2024 | 2,653,212 | 1,811,270 | 5 | - | (7,841,738) | (3,377,251)
Profit for the year | - | - | - | - | 4,101,616 | 4,101,616
Other movements on reserves | - | - | - | 12,432,782 | - | 12,432,782
At 31 December 2024 | 2,653,212 | 1,811,270 | 5 | 12,432,782 | (3,740,122) | 13,157,147

TELUS Agriculture & Consumer Goods (UK) Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
(Loss)/profit for the year |  | (269,997) | 3,813,703
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 2,873,256 | 2,889,357
Finance costs |  | 12,616 | 10,960
Research and development tax credit |  | (406,445) | -
Income tax expense | 10 | 860,705 | (3,840,361)
|  | 3,070,135 | 2,873,659
Working capital adjustments |  |  |
Increase in trade debtors | 14 | (12,605,755) | (16,209,708)
Increase in trade creditors | 16 | 7,892,013 | 12,483,544
(Decrease)/increase in deferred income, including government grants |  | (183,946) | 2,844,450
Cash generated from operations |  | (1,827,553) | 1,991,945
Income taxes received | 10 | 284,698 | -
Net cash flow from operating activities |  | (1,542,855) | 1,991,945
Cash flows from investing activities |  |  |
Acquisitions of tangible assets |  | (39,452) | (228,493)
Cash flows from financing activities |  |  |
Interest paid |  | (12,616) | (10,960)
Net (decrease)/increase in cash and cash equivalents |  | (1,594,923) | 1,752,492
Cash and cash equivalents at 1 January |  | 3,409,395 | 1,656,903
Cash and cash equivalents at 31 December |  | 1,814,472 | 3,409,395

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 1 | General information

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

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

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

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

Basis of preparation

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

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

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.

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.

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 2 | Accounting policies (continued)

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.

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.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 2 | Accounting policies (continued)

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

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.

Intangible assets

Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Intangible assets 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

Estimation uncertainty in relation to intangible assets
A number of assumptions have been used when determining the valuation of intangibles capitalised through business combinations.

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 2 | Accounting policies (continued)

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 2025

| 2 | Accounting policies (continued)

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
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of services | 17,134,784 | 18,517,523

The analysis of the group's Turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 11,975,817 | 12,319,020
Europe | 2,742,822 | 2,421,713
Rest of world | 2,416,145 | 3,776,790
| 17,134,784 | 18,517,523

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

| 4 | Other operating income

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

| 2025 £ | 2024 £
Market Support Payments | 4,948,414 | 4,454,151
Research & development service fees | 6,348,583 | 5,041,403
Support payments for restructuring | 2,792,306 | 6,295,254
Research and development expenditure credits | 406,445 | -
| 14,495,748 | 15,790,808

Included within other operating income are Market Support Payments from TELUS Agriculture & Consumer Goods (US) Inc, a member of the wider TELUS group, as part of a reseller agreement. Also included in other operating income are research and development service fees, as part of and an R&D services agreement, and support payments for restructuring expenses incurred.

| 5 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 93,670 | 72,446
Amortisation expense | 2,779,586 | 2,816,911
Foreign exchange (gains)/losses | (117,206) | 572,916
Operating lease expense - property | 355,689 | 149,532

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 6 | Administrative expenses - exceptional

| 2025 £ | 2024 £
Redundancy costs | 2,022,599 | 6,295,254
Exceptional legal and professional fees recharged by intercompany | 769,707 | -
| 2,792,306 | 6,295,254

| 7 | Staff costs

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

| 2025 £ | 2024 £
Wages and salaries | 13,888,100 | 15,785,340
Social security costs | 2,044,679 | 1,273,107
Pension costs, defined contribution scheme | 846,718 | 477,019
Other employee expense | 251,373 | 366,954
Redundancy costs | 2,022,599 | 6,295,254
| 19,053,469 | 24,197,674

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

| 2025 No. | 2024 No.
Administration and support | 7 | 9
Sales | 213 | 222
| 220 | 231

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

| 2025 £ | 2024 £
Wages and salaries | 13,888,100 | 15,476,250
Social security costs | 2,044,679 | 1,273,107
Pension costs, defined contribution scheme | 846,718 | 477,019
Other employee expense | 251,373 | 366,954
Redundancy costs | 2,022,599 | 6,295,254
| 19,053,469 | 23,888,584

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 7 | Staff costs (continued)

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

| 2025 No. | 2024 No.
Administration and support | 7 | 9
Sales | 213 | 222
| 220 | 231

| 8 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 510,133 | 660,301

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 270,281 | 317,671

| 9 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 29,900 | 28,500
Other fees to auditors |  |
Taxation compliance services | 6,600 | 6,300

| 10 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax adjustment to prior periods | 82,121 | -
Foreign tax | 16,087 | 19,258
Total current income tax | 98,208 | 19,258
Deferred taxation |  |
Arising from origination and reversal of timing differences | 761,747 | (1,175,122)
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | 750 | (2,684,497)
Total deferred taxation | 762,497 | (3,859,619)
Tax expense/(receipt) in the income statement | 860,705 | (3,840,361)

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 10 | Taxation (continued)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit/(loss) before tax | 590,708 | (26,658)
Corporation tax at standard rate | 147,677 | (6,665)
Increase in UK and foreign current tax from adjustment for prior periods | 82,121 | -
Tax increase from effect of capital allowances and depreciation | 415,037 | 353,172
Effect of revenues exempt from taxation | (72,039) | (5,234)
Effect of expense not deductible in determining taxable profit (tax loss) | 269,988 | 93,770
Tax increase arising from overseas tax suffered/expensed | 16,087 | 19,258
Increase/(decrease) in UK and foreign current tax from unrecognised temporary difference from a prior period | 750 | (2,684,497)
Tax decrease from effect of adjustment in research and development tax credit | - | (82,106)
Tax increase/(decrease) from other tax effects | 1,084 | (1,528,059)
Total tax charge/(credit) | 860,705 | (3,840,361)

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £
Fixed asset timing differences | (26,971)
Losses and other deductions | 2,557,412
Short term timing differences | 17,869
Expenditure credit step restrictions | 183,717
| 2,732,027

2024 | Asset £
Fixed asset timing differences | (17,471)
Losses and other deductions | 3,308,594
Short term timing differences | 19,684
Expenditure credit step restrictions | 183,717
| 3,494,524

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 10 | Taxation (continued)

Company

Deferred tax assets and liabilities

2025 | Asset £
Fixed asset timing differences | (26,971)
Losses and other deductions | 2,557,412
Short term timing differences | 17,869
Expenditure credit step restrictions | 183,717
| 2,732,027

2024 | Asset £
Fixed asset timing differences | (17,471)
Losses and other deductions | 3,308,594
Short term timing differences | 19,684
Expenditure credit step restrictions | 183,717
| 3,494,524

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 11 | Intangible assets

Group and Company

| Goodwill £ | Customer relationships £ | Customer list and employee contracts £ | Software £ | Total £
Cost or valuation
At 1 January 2025 and 31 December 2025 | 9,023,427 | 5,824,079 | 1,753,954 | 3,870,564 | 20,472,024
Amortisation
At 1 January 2025 | 751,952 | 485,340 | 263,093 | 1,839,474 | 3,339,859
Amortisation charge | 902,343 | 582,408 | 175,395 | 1,119,440 | 2,779,586
At 31 December 2025 | 1,654,295 | 1,067,748 | 438,488 | 2,958,914 | 6,119,445
Carrying amount
At 31 December 2025 | 7,369,132 | 4,756,331 | 1,315,466 | 911,650 | 14,352,579
At 31 December 2024 | 8,271,475 | 5,338,739 | 1,490,861 | 2,031,090 | 17,132,165

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 12 | Tangible assets

Group and Company

| Furniture, fittings and equipment £
Cost or valuation
At 1 January 2025 | 1,058,814
Additions | 39,452
At 31 December 2025 | 1,098,266
Depreciation
At 1 January 2025 | 848,445
Charge for the year | 93,670
At 31 December 2025 | 942,115
Carrying amount
At 31 December 2025 | 156,151
At 31 December 2024 | 210,369

| 13 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 63 | 12,432,845

Subsidiaries | £
Cost or valuation
At 1 January 2025 | 12,432,845
Disposals | (12,432,782)
At 31 December 2025 | 63
Provision
Carrying amount
At 31 December 2025 | 63
At 31 December 2024 | 12,432,845

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 13 | Investments (continued)

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
|  |  | 2025 | 2024
Subsidiary undertakings
Muddy Boots Software Systems (Pty) Ltd | North Sydney NSW 2060, Australia | Ordinary | 100% | 100%
Agricultural Insights Ltd | 54 Portland Place, London, W1B 1DY, United Kingdom |  | 0% | 100%

Subsidiary undertakings
Muddy Boots Software Systems (Pty) Ltd The principal activity of Muddy Boots Software Systems (Pty) Ltd is that of a dormant company, which has been dissolved after the year-end.
Agricultural Insights Ltd The principal activity of Agricultural Insights Ltd is that of a dormant company, which has been dissolved after the year-end.

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.
On 8 March 2024, the trade and net assets of Agricultural Insights Ltd were hived up / transferred to the company, for no cash consideration.
Subsequent to the hive-up / transfer, Agricultural Insights became dormant and the investment in Agricultural Insights became fully impaired, so has been disposed of at its book value, so that the carrying value of the investment at 31 December 2025 is £nil.
On 13 January 2026, Agricultural Insights Ltd was officially dissolved from the Company Register, and therefore ceased to be a subsidiary of TELUS Agriculture & Consumer Goods (UK) Limited from this date.

| 14 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 3,348,653 | 4,066,860 | 3,348,653 | 4,066,860
Amounts owed by related parties |  | 38,885,627 | 25,752,580 | 38,885,627 | 25,752,580
Other debtors |  | 849,455 | 807,663 | 857,433 | 815,616
Prepayments |  | 711,789 | 539,127 | 711,789 | 539,127
Deferred tax assets | 10 | 2,732,027 | 3,494,524 | 2,732,027 | 3,494,524
|  | 46,527,551 | 34,660,754 | 46,535,529 | 34,668,707

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 15 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash at bank | 1,814,472 | 3,409,395 | 1,814,472 | 3,409,395

| 16 | Creditors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |
Trade creditors | 195,852 | 53,150 | 195,852 | 53,150
Amounts due to related parties | 41,008,075 | 32,987,943 | 41,008,075 | 45,125,733
Social security and other taxes | 1,021,580 | 1,707,639 | 1,021,580 | 1,707,639
Other payables | 1,733,222 | 1,317,984 | 1,733,529 | 1,329,089
Deferred income | 6,296,777 | 6,480,723 | 6,296,777 | 6,480,723
| 50,255,506 | 42,547,439 | 50,255,813 | 54,696,334

| 17 | 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 £846,718 (2024 - £477,019).

| 18 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary A1 Shares of £0.01 each | 2,377 | 23.77 | 2,377 | 23.77
Ordinary A Shares of £0.01 each | 265,317,712 | 2,653,177.12 | 265,317,712 | 2,653,177.12
Ordinary C Shares of £0.01 each | 1,100 | 11.00 | 1,100 | 11.00
| 265,321,189 | 2,653,211.89 | 265,321,189 | 2,653,211.89

Ordinary C shares do not rank pari passu with the other Ordinary shares, as they do not carry rights to dividends or a right to vote at general meetings of the parent company.
All other shares in issue rank pari passu.

TELUS Agriculture & Consumer Goods (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 19 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 127,000 | 60,000
Later than one year and not later than five years | 5,833 | -
| 132,833 | 60,000

The amount of non-cancellable operating lease payments recognised as an expense during the year was £345,267 (2024 - £95,169).

Company

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 127,000 | 60,000
Later than one year and not later than five years | 5,833 | -
| 132,833 | 60,000

The amount of non-cancellable operating lease payments recognised as an expense during the year was £345,267 (2024 - £95,169).

| 20 | Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 8 to the financial statements.

| 21 | Adjusting events after the reporting period

On 20 February 2026, the company submitted a claim for Research and Development Expenditure Credits (RDEC), with a gross value of £406,445. As the company was entitled to this amount at the year-end, this has been adjusted in the financial statements and is included within other income.

| 22 | Non adjusting events after the financial period

On 13 January 2026, Agricultural Insights Ltd was officially dissolved from the Company Register, and therefore ceased to be a subsidiary of TELUS Agriculture & Consumer Goods (UK) Limited from this date.
On 1 May 2026, Muddy Boots Software Systems (Pty) Ltd was officially deregistered from the Australian Securities and Investments Commission, and therefore ceased to be a subsidiary of TELUS Agriculture & Consumer Goods (UK) Limited from this date.

| 23 | Parent and ultimate parent undertaking

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