COMPANY REGISTRATION NUMBER 13968226
CURA TERRAE MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CURA TERRAE MIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
CURA TERRAE MIDCO LIMITED
BALANCE SHEET
AS AT
30 DECEMBER 2023
30 December 2023
- 1 -
30 December 2023
31 December 2022
Notes
£
£
£
£
Fixed assets
Investments
4
7,804,776
7,704,776
Current assets
Debtors
5
12,250,824
9,757,162
Net current assets
12,250,824
9,757,162
Total assets less current liabilities
20,055,600
17,461,938
Creditors: amounts falling due after more than one year
6
(21,452,827)
(18,092,367)
Net liabilities
(1,397,227)
(630,429)
Capital and reserves
Called up share capital
442
442
Share premium account
43,719
43,719
Profit and loss reserves
(1,441,388)
(674,590)
Total equity
(1,397,227)
(630,429)

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.

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 number 13968226 (England and Wales)
CURA TERRAE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Cura Terrae Midco 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 at Brook Holt, Blackburn Road, Sheffield S61 2DW.

CURA TERRAE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.2
Going concern

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

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
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.

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

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

1.4
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.

1.5
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.

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.

CURA TERRAE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.6
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.

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

There were no staff costs in the period

4
Fixed asset investments
2023
2022
£
£
Loan notes issued to group undertakings
44,161
44,161
Loans to group undertakings and participating interests
7,760,615
7,660,615
7,804,776
7,704,776
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
11,152,733
9,270,241
CURA TERRAE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
5
Debtors
(Continued)
- 6 -
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
1,098,091
486,921
Total debtors
12,250,824
9,757,162

Amounts owed by group undertakings falling due within one year are repayable on demand, are unsecured and interest free.

 

Amounts owed by group undertakings falling due after more than one year represents accrued interest (as shown in note 4) falling due on the loan notes (as shown in note 5).

6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
21,452,827
18,092,367

Investor loan notes to Palatine Private Equity LLP of £10,851,321 (2022: £9,171,741), management loan notes to certain management at the date of the acquisition of EMS, Envirocare and Ecus of £7,908,179 (2022: £7,608,179) and other loan notes of £150,936 (2022: £150,936).

The loan notes all carry an interest rate of 8% (management loan notes held by 'good leavers' accrues at 4%). Accrued interest has not been paid but has instead has been added to the carrying value of the loan notes, which at the year end totalled £2,542,391 (2022: £1,161,511).

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

The Palatine, management and other loan notes have a redemption date of 17 March 2030.

7
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.

Statutory Auditor:
UHY Hacker Young
Date of audit report:
3 February 2025
CURA TERRAE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 7 -
8
Parent company

The immediate and ultimate parent party is Cura Terrae Topco Limited, a company incorporated in England and Wales. The consolidated financial statements of Cura Terrae Topco Limited are available from the registered address, 3 President Buildings, Savile Street, Sheffield, S4 7UQ. The directors believe that there is no ultimate controlling party

2023-12-302023-01-01false03 February 2025CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedP B ClarkD L CurrieJ E GregsonG A HolmesJ L RoyProfessor P J SkipworthMr R I WaumsleyDr K  Noblefalsefalse139682262023-01-012023-12-30139682262023-12-30139682262022-12-3113968226core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3013968226core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3113968226core:ShareCapital2023-12-3013968226core:ShareCapital2022-12-3113968226core:SharePremium2023-12-3013968226core:SharePremium2022-12-3113968226core:RetainedEarningsAccumulatedLosses2023-12-3013968226core:RetainedEarningsAccumulatedLosses2022-12-3113968226bus:Director62023-01-012023-12-3013968226core:Non-currentFinancialInstruments2023-12-3013968226core:Non-currentFinancialInstruments2022-12-3113968226core:CurrentFinancialInstruments2022-12-3113968226bus:PrivateLimitedCompanyLtd2023-01-012023-12-3013968226bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3013968226bus:FRS1022023-01-012023-12-3013968226bus:Audited2023-01-012023-12-3013968226bus:Director12023-01-012023-12-3013968226bus:Director22023-01-012023-12-3013968226bus:Director32023-01-012023-12-3013968226bus:Director42023-01-012023-12-3013968226bus:Director52023-01-012023-12-3013968226bus:Director72023-01-012023-12-3013968226bus:CompanySecretary12023-01-012023-12-3013968226bus:FullAccounts2023-01-012023-12-30xbrli:purexbrli:sharesiso4217:GBP