COMPANY REGISTRATION NUMBER 13354380
CURA TERRAE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CURA TERRAE LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 13
CURA TERRAE LIMITED
BALANCE SHEET
AS AT
30 DECEMBER 2023
30 December 2023
- 1 -
30 December 2023
31 December 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
63,620
-
0
Tangible assets
5
57,358
35,549
Investments
6
25,749,633
25,508,251
25,870,611
25,543,800
Current assets
Debtors
8
6,290,406
7,626,105
Cash at bank and in hand
30,220
17,199
6,320,626
7,643,304
Creditors: amounts falling due within one year
9
(16,070,924)
(15,899,500)
Net current liabilities
(9,750,298)
(8,256,196)
Total assets less current liabilities
16,120,313
17,287,604
Creditors: amounts falling due after more than one year
10
(18,107,295)
(16,976,126)
Net (liabilities)/assets
(1,986,982)
311,478
Capital and reserves
Called up share capital
11
442
442
Share premium account
43,719
43,719
Profit and loss reserves
(2,031,143)
267,317
Total equity
(1,986,982)
311,478

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

CURA TERRAE LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 DECEMBER 2023
30 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 3 February 2025 and are signed on its behalf by:
Professor P J Skipworth
Director
Company Registration No. 13354380
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Cura Terrae Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 President Buildings, Savile Street, Sheffield, South Yorkshire, S4 7UQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Cura Terrae Topco Limited. These consolidated financial statements are available from its registered office, Brook Holt, Blackburn Road, Sheffield, South Yorkshire, United Kingdom, S61 2DW.

The Company as a parent undertaking is exempt from the requirement to prepare consolidated financial statements on the grounds that the Company is a wholly owned subsidiary and is included in the consolidated accounts of its UK parent, its immediate parent being established under the law of the UK and all the requirements set out in s400 of the Companies Act 2006 having been met.

CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern

The Company is a subsidiary in a Group headed by Cura Terrae Topco Limited.

Forecasts have been prepared for the Company and the wider Group for the period to 31 December 2026. The forecast sales performance includes where contracts are in place, alongside the general sales patterns, recurring work and seasonality expected across the different businesses within the Group. Within the forecasts, Management have also included an expectation on sales growth, effects of operational efficiencies following a further year of ownership as well as assumptions on inflationary increases to the cost base.

 

In preparing those forecasts, Management have prepared a sensitivity analysis to consider where factors could adversely affect forecast trading performance through restricted sales growth and a limited benefit obtained through operational efficiency work and the related profitability improvement. Having considered those factors and sensitivities, Management have determined that the forecasts represent the potential risks and expectations and show that the business will continue to generate cash and unadjusted EBITDA, and retain sufficient headroom within the Group’s banking facilities even with these sensitivities applied.

 

The debt held within the Group comprises of the Shawbrook bank facility which runs to 28 June 2027 and the Palatine Private Equity and Management loan notes, both have redemption dates of 17 March 2030. The Group also has debts owed as part of asset finance agreements which are being serviced on a monthly basis.

 

During the year, additional funding was provided to the Group by the Shareholders by way of loan notes of £1,879,580, to support the working capital and capital expenditure requirements of continued growth, including some material new contract wins in the water sector. An amount of £1,679,580 of this funding was provided by funds managed by the Group’s lead investor, Palatine Private Equity LLP, which has confirmed its ongoing support to the Group.

 

Therefore on the basis of current level of trading, the forecasts for the business and the finance available, the Directors are satisfied that the Group can continue to meet its debts as they fall due for the foreseeable future and accordingly, the accounts have been prepared on a going concern basis.

1.3
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 Years straight line
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
20% - 33.3% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 8 -
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
25
23
4
Intangible fixed assets
Other
£
Cost
At 1 January 2023
-
0
Additions
72,446
At 30 December 2023
72,446
Amortisation and impairment
At 1 January 2023
-
0
Amortisation charged for the year
8,826
At 30 December 2023
8,826
Carrying amount
At 30 December 2023
63,620
At 31 December 2022
-
0
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 9 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
38,043
Additions
43,339
At 30 December 2023
81,382
Depreciation and impairment
At 1 January 2023
2,494
Depreciation charged in the year
21,530
At 30 December 2023
24,024
Carrying amount
At 30 December 2023
57,358
At 31 December 2022
35,549
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
25,749,633
25,508,251
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
6
Fixed asset investments
(Continued)
- 10 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
25,508,251
Additions
241,382
At 30 December 2023
25,749,633
Carrying amount
At 30 December 2023
25,749,633
At 31 December 2022
25,508,251

During the year, an existing group investment in a subsidiary undertaking was transferred to the Company.

7
Subsidiaries

Details of the company's subsidiaries at 30 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Environmental Monitoring Solutions Ltd
Ordinary
100.00
-
Envirocare Technical Consultancy Ltd
Ordinary
100.00
-
SI Environmental Ltd
Ordinary
100.00
-
Enviro Technology Services Ltd
Ordinary
-
100.00
Envirocare Technical Consultancy Ireland Ltd
Ordinary
-
100.00
Ecus (Holdings) Ltd
Ordinary
100.00
-
Ecus Ltd
Ordinary
-
100.00
Ecus EBT Trustee Ltd
Ordinary
-
100.00
Northern Archaeological Associates Ltd
Ordinary
-
100.00
Naturally Wild Consultants Ltd
Ordinary
-
100.00
Ecus Scotland Ltd
Ordinary
-
100.00
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 11 -
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
6,152,560
7,456,806
Other debtors
137,846
169,299
6,290,406
7,626,105
9
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
700,000
-
0
Trade creditors
263,729
201,213
Amounts owed to group undertakings
14,564,636
14,982,614
Taxation and social security
363,012
174,827
Other creditors
179,547
540,846
16,070,924
15,899,500

Amounts owed by and to group undertakings are repayable within one year, are unsecured and interest free.

10
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
7,213,985
6,713,985
Other creditors
10,893,310
10,262,141
18,107,295
16,976,126
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
10
Creditors: amounts falling due after more than one year
(Continued)
- 12 -

 

Creditors due after more than one year include the following:

 

A bank facility with Shawbrook Bank of £6,713,985, being loans of £7,000,000, net of related costs. The bank facility carries interest of a margin of between 6% and 7% over the Bank of England SONIA base rate.

 

The Shawbrook Bank Facility is secured by a first fixed and floating charge over the assets of Cura Terrae Limited and its subsidiary undertakings. The Shawbrook Bank facility falls for renewal on 28 June 2027.

 

Loan notes issued by Cura Terrae Midco Limited of £7,760,615 (2022: £7,660,615) and other loan notes of £100,000 (2022: £100,000).

 

The loan notes all carry an interest rate of 8%. Accrued interest has not been paid but has instead has been added to the carrying value of the loan notes, which at the period end totalled £1,098,091 (2022: £486,921).

 

The investor loan notes are secured by a fixed and floating charge over the assets of the Company and its subsidiaries.

 

Deferred consideration on certain acquisitions acquired during 2022 was £1,934,604 (2022: £2,014,605)

 

 

11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
44,161
44,161
442
442
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Andrew Hulse
Statutory Auditor:
UHY Hacker Young
Date of audit report:
3 February 2025
CURA TERRAE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 13 -
13
Events after the reporting date

On 29th October 2024, the Cura Terrae subsidiary, Envirocare, completed the acquisition of Atesta Limited, a stacks emissions monitoring company, to further expand its capability and capacity within its key markets. This will give the business a greater resource for servicing our customers’ requirements, as well as increasing its market share significantly to challenge the market leaders within this space.

 

14
Parent company

The immediate parent undertaking is Cura Terrae Midco Limited and the ultimate parent undertaking is Cura Terrae Topco Limited. Both companies are incorporated in England and Wales.

The consolidated financial statements of Cura Terrae Topco Limited are available from the registered address, Unit 3 President Buildings, Savile Street East, Sheffield, United Kingdom, S4 7UQ.

The directors believe that there is no ultimate controlling party

 

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