COMPANY REGISTRATION NUMBER 13966403 (ENGLAND AND WALES)
CURA TERRAE TOPCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
CURA TERRAE TOPCO LTD
COMPANY INFORMATION
Directors
Professor P J Skipworth
D L Currie
J E Gregson
G A Holmes
J L Roy
Mr R I Waumsley
(Appointed 4 March 2024)
Secretary
Dr K Noble
Company number
13966403
Registered office
3 President Buildings
Savile Street
Sheffield
South Yorkshire
S4 7UQ
Auditor
UHY Hacker Young
6 Broadfield Court
Sheffiled
S8 0XF
CURA TERRAE TOPCO LTD
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 12
Directors' responsibilities statement
13
Independent auditor's report
14 - 16
Profit and loss account
17
Group statement of comprehensive income
18
Group balance sheet
19 - 20
Company balance sheet
21
Group statement of changes in equity
22
Company statement of changes in equity
23
Group statement of cash flows
24
Notes to the financial statements
25 - 51
CURA TERRAE TOPCO LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 30 December 2023.

Principal activity

Following the inception of the Cura Terrae Group (the Group), formed through the funding received from Palatine Private Equity’s Impact Fund, Cura Terrae TopCo Limited (the Company) is the immediate holding company of Cura Terrae Midco Ltd which is the immediate holding company of Cura Terrae Ltd. Cura Terrae Ltd is the holding company of the Group’s trading entities, Environmental Monitoring Solutions Ltd (EMS), Envirocare Technical Consultants Ltd (Envirocare), Ecus Ltd (Ecus) (indirectly held through Ecus (Holdings)) and Enviro Technology Services Ltd (ET) following the acquisitions made during the first period of operation, 2022.

The Group’s mission is to help take care of The Earth for a more sustainable future. The Group does this by supporting and growing best-in-class environmentally-focused companies in order that they can provide excellent environmental services.

Cura Terrae Ltd provides services to its subsidiaries including Finance, M&A, HR, IS, HSEQ and Marketing. With a strong backroom, our market-facing companies can concentrate on what they do best; supporting customers with high quality services in a responsive and timely manner.

The principal activities of the Group in the financial year were environmental consultancy - including in the disciplines of ecology, landscape, arboriculture, environmental impact assessment, historical environment (archaeology, built heritage), environmental management - and environmental services - including stack testing, water management and monitoring, occupational hygiene, and the provision and maintenance of monitoring systems for water and air.

Our strategy and future plans

The figures reported in the financial statements represent the first full year of trade for the Group following the different acquisitions and funding received during 2022. The year has been seen as one of consolidation and integration, aligning the operations, services and internal processes to drive towards an efficient and effective business.

The Group’s trading performance across the year was in line with Management’s plans for the year despite difficulties seen within the global market and cost challenges. The business did see an increase on its cost of debt given the increases of the interest rate from year to year, with the additional debt used to fund its key acquisition and growth investment.

2023 has seen a continuation of the strong performance and key contract wins across the group, with the Water business keeping and winning new key monitoring contracts covering the upcoming years with framework agreements. With significant investment coming into the Water Industry, this represents a significant growth opportunity for the Group with the increasing focus on air quality and environmental regulation giving rise to an ability to showcase the full Cura Terrae offering to a number of blue chip or public sector bodies.

The key actions within the Group to help centralise and leverage its cost base continues, with the integration of businesses continuing and increased capability within the central services teams. It is expected that further benefits will be seen through this process as the business and Group continues to grow.

The Group and its services have objectives around sustainable environment, development and infrastructure, sustainable operations and industry. Acquisitions are targeted which increase our service and geographical coverage in these areas.

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 2 -

Of the acquisitions made across 2021 and 2022, the Naturally Wild Consultants Ltd and Northern Archaeological Associates Ltd businesses have been hived up into to Ecus, with SI Environmental Ltd being taken into Envirocare, forming efficiencies and wider market access for those respective businesses in their relevant fields.

The Group has continued to formulate its plan to rebrand and further enhance the Group with all businesses being renamed and branded into the Cura Terrae naming groups whilst protecting the value held by historical branding and customer connections. The final stages of this will occur during 2025.

The dynamics of the group are resulting in many advantages. This includes cross-sell by our trading subsidiaries as clients access more services. High spots of operational best practice are being identified and propagated across group.

We are developing our ‘backroom’ for the most efficient tech-enabled support of our companies and employees. In the same vein, we are driving to tech-enable all our client services to improve delivery times, the quality of outputs and the customer experience.

At the time of writing, the business has traded in line with 2023 expectations although this has seen some challenges through high inflation and higher interest rates with the added headwinds of the general election and increasingly volatile climate factors which is increasingly effecting the ability to trade within governmental bodies and within the ecological sectors.Employees

Outlook

Integral to our market offerings are strong client interaction and support, our quality and breadth of services, and our depth of expertise. Based on this and the expansion of the markets we occupy, we are driving and experiencing strong organic growth.

Market expansion comes through the increasing reach of regulation and the appetite of business, the public and government for a more sustainable future. The opportunities for growth that our market space offers include biodiversity - the new environmental megatrend - and the continuing drive to net zero. The Environment Act and a green recovery also bring the need for enhanced stewardship of the environment and an increased demand for services and our technological solutions. Clean air zones and the bringing into permitting of more generation infrastructure (medium combustion plant directive) are also creating new demand. Additionally, there is a focus on solar schemes, where we have gained good traction, and a renewed focus on onshore wind; an area where we are poised to provide services.

With the success and repeatability of the Stacks Emissions testing within Envirocare, the Group has acquired the business, Atesta, in October 2024 to expand its operational and geographical capability to increase its market share as it moves to be the 3rd largest provider within the UK.

Against this market backdrop, our investment in people, in quality and systems, our drive to give excellent customer service, and our investment in organic growth as well as complementary businesses will underpin growth and performance for years to come.

With a further year of alignment and consolidation, this has given rise to strong optimism over the performance in 2025 with further growth in the Water and Air monitoring and testing markets and the further requirements across the occupational hygeine and environmental services.

Employees

Our staff are motivated by our mission and are our most valuable asset. All receive in-house training or training by accredited external bodies to contemporary industry standards. Many staff hold professional and academic qualifications commensurate to role and undertake continuing professional development sponsored by their company. We seek high calibre people who share our motivation in providing the highest quality services.

 

 

 

 

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 3 -

We have launched our comprehensive self-service HR system which will allow our Chief People Officer and team to provide the best support as we recruit, engage, develop, and retain a high quality staff base. The business has also implemented its EDI Committee during the year to ensure the Group is meetings its endeavours to offer equal opportunities and create a strong culture within the business.

Quality processes

We have robust operational procedures which are the result of years of refinement by our companies, and which are subject to continual improvement. All our market-facing companies have quality systems accredited to ISO9000 (or equivalent; Envirocare operates to ISO17025), health and safety systems accredited to ISO45001, and environmental system to ISO14001. We have a central HSEQ team which supports HSEQ ambassadors in different roles within our market facing companies. We have a strong health and safety culture where, for example, our staff are encouraged to spot and record hazards and are empowered to refuse to work where it is unsafe to do so.

We have implemented an HSEQ software platform across group which is reducing administrative burden such that the focus can be on the substance of HSEQ. The standardisation that this brings is a step towards our ambition of an Integrated Management System across group. At the reporting date, the Group’s net promotor score (NPS) on a rolling 3-month basis was 88.3 following the successful implementation of the process across the businesses. We are proud that our group average NPS score is consistently above 75%, with increasing levels of feedback received from our customers.

Sustainability

Our commitment to environmental sustainability is intrinsic to our mission and services and is a vocation for many of our staff. In a business context we take sustainability to also cover robust and sustainable corporate governance and our social context and impact.

We have baselined our performance and are happy that we are compliant in all relevant areas with respect to the environment, corporate governance, and our social footprint. We have assessed all areas within group in order to unify and improve, such that we can go beyond compliance and into leadership in the sustainability of our Group.

Our ESG plan allows us to make targeted and quantified progress towards our goals. This covers climate (net zero), waste and pollution, health and safety, working environment and opportunity, supply chain, customers, community, and leadership.

We track selected Impact KPIs to measure our sustained and growing impact alongside our trading results to ensure we are delivering strong financial performance with purpose.

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 4 -
Principal risks and uncertainties

Health and safety risk

Our staff are potentially at risk in the course of work. Our customers and the public can also be at risk if we do not take account of and make adjustments in respect of these risks.

Risk is minimised through continual training of our staff, ensuring full compliance with our health and safety processes, and by continually improving these processes. We proactively capture and internalise learnings from use of the health and safety pyramid, whereby unsafe acts and near misses are recorded and acted upon to avoid accidents.

Health and safety performance is monitored within each company and aggregated to Group level. Health and safety is reported and monitored at board level with equal prominence to financial performance.

Utilisation risk

Payroll makes up a high proportion of our cost base. Staff resource is matched to workload, growth or seasonal contraction in this workload, and pipeline. Fee-earning utilisation is monitored through different systems in order to optimise this. This is done on elemental and aggregated bases.

Financial price risk

In many areas of business we are pricing against the forces of market supply and demand, with our costs often reflected in this. Given that we don’t have an oversupply of service companies in our markets, price is to a large extent self-regulating and doesn’t pose a significant risk in our markets.

In areas where we have long-term agreements and agree long-term prices, this has posed a risk in the volatile economic environment that we have experienced in recent times. We are working closely with clients in these circumstances to avoid situations where prices become detrimentally out-of-line with economic conditions and our costs.

Credit risk

We manage credit risk through a system for obtaining external credit checks on new clients. We set and work within defined credit limits which can develop in line with the developing trading relationship and our knowledge of the client.

Liquidity risk

Our borrowings are long term in nature and are managed against gearing levels agreed with our principal lender. We strive to match our supplier payment terms to those that we are subject to from our customers. We try wherever possible to manage payments from customers to match the cost profile of projects.

This approach enables us to meet our debts as they become due.

Cashflow risk

Our cashflow is subject to seasonality. It requires appropriate management of headroom underpinned by cashflow forecasting and the use of a revolving credit facility. Where we have capital investment requirements, we often use asset-finance to smooth the profile of cash demand.

Economic uncertainty

The UK economy has suffered shocks in recent years and we have experienced a slow-down in some areas of government and industry. We have seen this manifest itself in lower order levels and longer enquiry-to-order timescales. In response, we have increased quoting but moreover steered towards more buoyant sectors or services. The effect of a lacklustre economy and further shocks, of both a domestic and global nature, are difficult to predict and can affect pipeline. We remain agile in our responses.

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 5 -
Key Performance Indicators

The Group has two KPIs that are indicators of its continued performance:

Repeat revenue: The Group tracks revenue from customers with greater than a one year relationship. Our repeat revenue in the 12 months ended 31 December 2023 was 68%.

Employee retention: Employee retention was 71%*. We continue to develop our employee value proposition and to extol our company values of teamwork, excellence, trust and commitment, sustainability, safety and wellbeing, and inclusion. We work on our channels of communication and an open culture.

*This excludes staff moving between companies within group and excludes seasonal staff (e.g. interns and temporary staff used for ecology season work) that joined and left within the year.

 

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 6 -
s172 Statement: Promoting the success of the company

Stakeholder

Why we engage

How

Employees

We are reliant on the skill, knowledge and motivation of our employees. Our profitable operation and growth depend on this.

We engage with regular meetings, cascade and formal training, online channels and media, and updates on company performance.

We have recently gained the Great Place to Work accreditation, a reflection of our staff’s positive views on our working environment

Customers

We recognise the importance of our customers and aspire to give the best service.

We strive to understand customer needs, provide timely and high quality services and outputs, holding ourselves to account with an NPS system.

Environment

Environmental sustainability is intrinsic to our ethos and the services we provide.

We embrace good environmental practice through our ISO14001 environmental management systems, the policies within, and their continual improvement.

Investors and Lenders

Our growth is dependent on a close working relationship with our investors and lenders.

We make joint decisions and get value from our relationships.

Key Event

Stakeholders affected

Actions and impact

General election

 

Investors, lenders, employees, customers,

The outcome of the General Election has resulted in significant change to the actions and budget plans for the country, with a target of increased environmental support giving opportunity but also restricting available spend for the local authorities or individual quasi-government businesses.

UK growth predictions / inflation / interest

 

Investors, lenders, employees, customers,

The resulting inflation increases has given cause of higher costs with management of these alongside the available debt ensuring cost control and work with customers. The additional national insurance increase as part of the 2024 budget will give rise to additional costs, and expectations from suppliers and customers regarding increased costs and prices.

The reduction in inflation has resulted in a slow decrease in interest rates and opportunities for additional borrowing to help fund growth activities with a desire from the market to invest in the environmental sector.

Mini budget

Customers, employees, investors, lenders

The impact was market hesitation which was met with management of quoting levels, account management and market area focus.

 

CURA TERRAE TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 7 -

We would like to thank our staff, customers, investors, funders and other collaborators for their cooperation during 2023.

On behalf of the board

Professor P J Skipworth
Director
3 February 2025
CURA TERRAE TOPCO LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 8 -

The directors present their annual report and financial statements for the year ended 30 December 2023.

Principal activities

The company, Cura Terrae Topco Limited, as a holding company for the Cura Terrae Group (the Group) holding subsidiaries covering major environmental service lines with the aim to build a leading UK environmental services group.

The purpose of this group is to help take care of the Earth.

Results and dividends

The results for the period being a loss of £5,454,914 (2022: £3,603,962) and shown on page 15. No ordinary dividends were paid (2022: £nil). The directors do not recommend payment of a further dividend.

A key measure within the Group refers to EBITDA (earnings before interest, tax, depreciation, and amortisation). The statutory EBITDA for 2023 was £174,008 (2022: £220,494).

 

As an indicator of performance within the Group, management review adjusted EBITDA to reflect ongoing and continuing performance to remove exceptional and non-recurring items principally relating to the restructuring and integration of the Cura Terrae Group. These show an underlying performance of the Group of adjusted EBITDA £895,020 (2022: £552,915).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Professor P J Skipworth
Dr P B Clark
(Resigned 29 September 2024)
D L Currie
J E Gregson
G A Holmes
J L Roy
S J Middleton
(Appointed 6 April 2023 and resigned 1 October 2023)
Mr R I Waumsley
(Appointed 4 March 2024)
CURA TERRAE TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 9 -

Disabled persons

 

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. We are a registered Disability Confident employer.

 

Employee involvement

 

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance. There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

CURA TERRAE TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 10 -
Energy and carbon report

This report is provided to comply with the UK Government’s policy on Streamlined Energy and Carbon Reporting.

Background

The UK Government introduced the Streamlined Energy and Carbon Reporting framework (SECR) on 1st April 2019. Obligations to comply are imposed by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Cura Terrae Group meets the criteria of a Large Group for this purpose and has an energy consumption greater than 40MWh per financial year, it is required to comply with these regulations.

The Group is required to disclose energy and carbon information in their accounts and reports, including:

With the Group being part of the Palatine Impact Fund, the focus on environmental and social effects is critical to both internal and external stakeholders as well as the nature of services provided to its clients and customers. With the business being largely service and consultancy based, the majority of the emissions seen within the Group relate to the transportation and energy usage by its staff and offices.

Greenhouse Gas GHG Emissions and Energy Data

The following table represents the usage of the locations across the UK within the Group, and its employees:

 

 

CURA TERRAE TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 11 -

The data used to calculate the emissions in the table above uses metered information (electricity and gas) and mileage claims across the business.

Where information is not clearly available, assumptions of utilisation is based on locations and the CIBSE Energy benchmarking tool. Market based accounting methodology has been used within the calculation of the electricity usage.

CURA TERRAE TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 12 -
Measures taken to improve energy efficiency

During 2023, the Group identified a number of actions to continue the work of reduction in carbon emissions with this being the first full year of measurement as a Group.

The ongoing actions include

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Professor P J Skipworth
Director
3 February 2025
CURA TERRAE TOPCO LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 13 -

The directors are responsible for preparing the Annual 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:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CURA TERRAE TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CURA TERRAE TOPCO LTD
- 14 -
Opinion

We have audited the financial statements of Cura Terrae Topco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.

CURA TERRAE TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CURA TERRAE TOPCO LTD
- 15 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

CURA TERRAE TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CURA TERRAE TOPCO LTD
- 16 -
Auditor's 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.

 

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Andrew Hulse (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
3 February 2025
Chartered Accountants
Statutory Auditor
CURA TERRAE TOPCO LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 17 -
Year
Period
ended
ended
30 December
31 December
2023
2022
Notes
£
£
Turnover
3
25,290,679
13,511,772
Cost of sales
(13,147,984)
(8,555,168)
Gross profit
12,142,695
4,956,604
Administrative expenses
(15,594,768)
(7,016,442)
Other operating income/(expenses)
56,376
(12,223)
Operating loss
5
(3,395,697)
(2,072,061)
Interest receivable and similar income
8
1,160
113
Interest payable and similar expenses
9
(2,194,489)
(1,595,890)
Impairment of goodwill
10
(112,906)
-
Loss before taxation
(5,701,932)
(3,667,838)
Tax on loss
11
247,018
63,876
Loss for the financial year
(5,454,914)
(3,603,962)
Loss for the financial year is all attributable to the owners of the parent company.
CURA TERRAE TOPCO LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2023
- 18 -
Year
Period
ended
ended
30 December
31 December
2023
2022
£
£
Loss for the year
(5,454,914)
(3,603,962)
Other comprehensive income
-
-
Total comprehensive income for the year
(5,454,914)
(3,603,962)
Total comprehensive income for the year is all attributable to the owners of the parent company.
CURA TERRAE TOPCO LTD
GROUP BALANCE SHEET
AS AT 30 DECEMBER 2023
30 December 2023
- 19 -
30 December 2023
31 December 2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
13
18,151,141
20,683,316
Other intangible assets
13
421,088
456,386
Total intangible assets
18,572,229
21,139,702
Tangible assets
14
3,361,671
2,915,851
21,933,900
24,055,553
Current assets
Stocks
18
580,354
441,822
Debtors
19
5,944,120
5,249,639
Cash at bank and in hand
491,281
967,127
7,015,755
6,658,588
Creditors: amounts falling due within one year
20
(8,165,222)
(7,820,943)
Net current liabilities
(1,149,467)
(1,162,355)
Total assets less current liabilities
20,784,433
22,893,198
Creditors: amounts falling due after more than one year
21
(29,602,511)
(26,296,840)
Provisions for liabilities
Deferred tax liability
24
116,635
100,000
(116,635)
(100,000)
Net liabilities
(8,934,713)
(3,503,642)
Capital and reserves
Called up share capital
28
1,685
986
Share premium account
117,374
97,112
Profit and loss reserves
(9,053,772)
(3,601,740)
Total equity
(8,934,713)
(3,503,642)
CURA TERRAE TOPCO LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT 30 DECEMBER 2023
30 December 2023
- 20 -
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:
03 February 2025
Professor P J Skipworth
Director
Company registration number 13966403 (England and Wales)
CURA TERRAE TOPCO LTD
COMPANY BALANCE SHEET
AS AT 30 DECEMBER 2023
30 December 2023
- 21 -
30 December 2023
31 December 2022
Notes
£
£
£
£
Fixed assets
Investments
15
44,161
44,161
Current assets
Debtors
19
82,450
57,270
Net current assets
82,450
57,270
Net assets
126,611
101,431
Capital and reserves
Called up share capital
28
1,685
986
Share premium account
117,374
97,112
Profit and loss reserves
7,552
3,333
Total equity
126,611
101,431
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £1,337 (2022: £1,111).
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:
03 February 2025
Professor P J Skipworth
Director
Company registration number 13966403 (England and Wales)
CURA TERRAE TOPCO LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2023
- 22 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 9 March 2022
-
0
-
0
-
0
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(3,603,962)
(3,603,962)
Issue of share capital
28
986
97,112
-
98,098
Credit to equity for equity settled share-based payments
27
-
-
2,222
2,222
Balance at 31 December 2022
986
97,112
(3,601,740)
(3,503,642)
Year ended 30 December 2023:
Loss and total comprehensive income
-
-
(5,454,914)
(5,454,914)
Issue of share capital
28
751
20,210
-
20,961
Credit to equity for equity settled share-based payments
27
-
-
2,882
2,882
Redemption of shares
28
(52)
52
-
-
0
Balance at 30 December 2023
1,685
117,374
(9,053,772)
(8,934,713)
CURA TERRAE TOPCO LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2023
- 23 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 9 March 2022
-
0
-
0
-
0
-
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
-
1,111
1,111
Issue of share capital
28
986
97,112
-
98,098
Credit to equity for equity settled share-based payments
27
-
-
2,222
2,222
Balance at 31 December 2022
986
97,112
3,333
101,431
Year ended 30 December 2023:
Profit and total comprehensive income
-
-
1,337
1,337
Issue of share capital
28
751
20,210
-
20,961
Credit to equity for equity settled share-based payments
27
-
-
2,882
2,882
Redemption of shares
28
(52)
52
-
-
0
Balance at 30 December 2023
1,685
117,374
7,552
126,611
CURA TERRAE TOPCO LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 24 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
31
(749,384)
1,747,779
Interest paid
(2,292,852)
(434,380)
Income taxes refunded
91,378
15,624
Net cash (outflow)/inflow from operating activities
(2,950,858)
1,329,023
Investing activities
Purchase of business
-
(16,019,164)
Purchase of intangible assets
(202,747)
(253,038)
Purchase of tangible fixed assets
(1,658,354)
(315,939)
Proceeds from disposal of tangible fixed assets
21,227
4,138
Interest received
99,523
113
Net cash used in investing activities
(1,740,351)
(16,583,890)
Financing activities
Proceeds from issue of shares
20,961
98,098
Proceeds from borrowings
4,413,879
15,510,648
Repayment of bank loans
-
(957,096)
Payment of finance leases obligations
(219,477)
285,540
Net cash generated from financing activities
4,215,363
14,937,190
Net decrease in cash and cash equivalents
(475,846)
(317,677)
Cash and cash equivalents at beginning of year
967,127
-
0
Cash balances on acquisitions
-
1,284,804
Cash and cash equivalents at end of year
491,281
967,127
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 25 -
1
Accounting policies
Company information

Cura Terrae Topco Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of Cura Terrae Topco Ltd and all of its subsidiaries.

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.

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.

The 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 for parent company information presented within the consolidated financial statements:

 

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 26 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Cura Terrae Topco Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 27 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The Group made an operating loss in the year of £3,395,697 (2022: £2,072,061),

 

Forecasts have been prepared for 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.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 28 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is between 3 and 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
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.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 29 -

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
2 - 10 years
Development costs
20% straight line
1.9
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% on cost
Fixtures and fittings
10% reducing balance
Computers
25% straight line
Motor vehicles
20% on cost

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 recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

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

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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 31 -

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.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 32 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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 TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 33 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 34 -
1.17
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.

1.18
Retirement benefits

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

1.19
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 35 -

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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.21
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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
Turnover and other revenue

The Group's turnover arises wholly from the provision of environmental consultancy and services.

2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
23,852,683
13,426,561
Republic of Ireland
1,437,996
85,211
25,290,679
13,511,772
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 36 -
2023
2022
£
£
Other revenue
Interest income
1,160
113
Grants received
-
(17,088)
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional item - bonus payments
-
332,421
Excpetional items - restructuring and integration
280,072
Exceptional item - Naturally Wild Consultants
440,940
721,012
332,421

The Group has taken steps to wind down the operational business of Naturally Wild Consultants over the course of 2023, and subsequently in 2024 given the nature of events as referred to within note 25 (contingent liability).

The costs include the impairment of related customer debts and asset values where these have not been recoverable by the Group businesses or transferred across to its parent or sister companies.

 

Other costs relate to the restructuring and integration of the subsidiary operating businesses within the Cura Terrae Group.

 

 

 

5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(18,630)
(1,849)
Government grants
-
17,088
Depreciation of owned tangible fixed assets
1,184,492
756,637
Loss/(profit) on disposal of tangible fixed assets
6,815
(4,138)
Amortisation of intangible assets
2,385,213
1,535,918
Impairment of goodwill
112,906
-
0
Share-based payments
2,882
2,222
Operating lease charges
572,765
599,943
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 37 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
18,500
17,500
Audit of the financial statements of the company's subsidiaries
81,250
48,160
99,750
65,660
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management
39
22
-
-
Operations
257
283
-
-
Administration
66
52
-
-
Total
362
357
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
12,079,444
6,668,775
-
-
Social security costs
412,718
541,279
-
-
Pension costs
654,984
281,066
-
0
-
0
13,147,146
7,491,120
-
-
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 38 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
45
-
0
Other interest income
1,115
113
Total income
1,160
113
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
433,520
295,733
Other interest on financial liabilities
1,322,839
1,090,365
Interest on finance leases and hire purchase contracts
71,275
65,906
Other interest
366,855
143,886
Total finance costs
2,194,489
1,595,890
10
Amounts written off goodwill
2023
2022
£
£
Impairment of goodwill
(112,906)
-
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
131,774
Adjustments in respect of prior periods
(98,486)
(1,728)
Total current tax
(98,486)
130,046
Deferred tax
Origination and reversal of timing differences
55,468
(12,603)
Tax losses carried forward
(204,000)
(181,319)
Total deferred tax
(148,532)
(193,922)
Total tax credit
(247,018)
(63,876)
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
11
Taxation
(Continued)
- 39 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(5,701,932)
(3,667,838)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(1,341,094)
(696,889)
Tax effect of expenses that are not deductible in determining taxable profit
826,036
243,506
Unutilised tax losses carried forward
(369,474)
148,665
Permanent capital allowances in excess of depreciation
(16,203)
(58,081)
Amortisation on assets not qualifying for tax allowances
555,231
283,593
Research and development tax credit
98,486
-
0
Impact of change in tax rate on recognition of deferred tax
-
0
15,330
Taxation credit
(247,018)
(63,876)
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
13
112,906
-
Recognised in:
Amounts written off goodwill
10
112,906
-
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 40 -
13
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 January 2023
22,175,909
163,272
336,439
22,675,620
Additions
-
0
98,488
4,259
102,747
Revaluation
(172,101)
-
0
-
0
(172,101)
At 30 December 2023
22,003,808
261,760
340,698
22,606,266
Amortisation and impairment
At 1 January 2023
1,492,593
5,248
38,077
1,535,918
Amortisation charged for the year
2,247,168
51,700
86,345
2,385,213
Impairment losses
112,906
-
0
-
0
112,906
At 30 December 2023
3,852,667
56,948
124,422
4,034,037
Carrying amount
At 30 December 2023
18,151,141
204,812
216,276
18,572,229
At 31 December 2022
20,683,316
158,024
298,362
21,139,702
The company had no intangible fixed assets at 30 December 2023 or 31 December 2022.

More information on impairment movements in the year is given in note 12.

The cost of goodwill as at 1 January 2023 has been restated and is lower by £1,277,569, that amount being net off loan balances and represents loan notes held between two fellow subsidiary undertakings.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 41 -
14
Tangible fixed assets
Group
Leasehold property improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
20,779
2,696,576
382,099
33,137
539,897
3,672,488
Additions
8,274
1,323,755
3,684
12,138
326,971
1,674,822
Business combinations
2,055
-
0
-
0
-
0
-
0
2,055
Disposals
-
0
(216,883)
-
0
-
0
-
0
(216,883)
Transfers
-
0
(79,484)
(17,951)
-
0
(11,075)
(108,510)
At 30 December 2023
31,108
3,723,964
367,832
45,275
855,793
5,023,972
Depreciation and impairment
At 1 January 2023
-
0
620,365
46,904
3,886
85,482
756,637
Depreciation charged in the year
6,305
844,025
95,773
28,267
210,122
1,184,492
Eliminated in respect of disposals
-
0
(188,841)
-
0
-
0
-
0
(188,841)
Transfers
-
0
(80,862)
-
0
-
0
(9,125)
(89,987)
At 30 December 2023
6,305
1,194,687
142,677
32,153
286,479
1,662,301
Carrying amount
At 30 December 2023
24,803
2,529,277
225,155
13,122
569,314
3,361,671
At 31 December 2022
20,779
2,076,211
335,195
29,251
454,415
2,915,851
The company had no tangible fixed assets at 30 December 2023 or 31 December 2022.
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
44,161
44,161
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 42 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 30 December 2023
44,161
Carrying amount
At 30 December 2023
44,161
At 31 December 2022
44,161
16
Subsidiaries

Details of the company's subsidiaries at 30 December 2023 are shown below.

 

The registered office of the UK companies is Unit 3 President Buildings, Savile Street East, Sheffield, United Kingdom, S4 7UQ.

 

The registered office of Envirocare Technical Consultancy Ireland is: Tallaght Business Centre, Whitestown Business Park, Tallaght, Dublin, D24 K59A and that of Ecus Scotland Limited is 22 Forth Street, Edinburgh, Scotland, EH1 3LH.

 

SI Environmental Ltd and Northern Archaeological Associates Ltd did not trade during 2023, the businesses being hived up into other group companies at the start of the year.

 

Ecus Scotland Ltd and Envirocare Technical Consultancy Ireland Ltd remained dormant.

 

Cura Terrae Topco Ltd is a group holding company. Cura Terrae Midco Ltd, Ecus Holdings Ltd and Ecus EBT Trustee Ltd were intermediary holding companies. Cura Terrae Ltd provides central services to other group companies.

 

The remaining operating companies are engagement in the provision of environmental services.

 

 

 

 

 

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
16
Subsidiaries
(Continued)
- 43 -
Name of undertaking
Class of
% Held
shares held
Direct
Indirect
Cura Terrae Midco Ltd
Ordinary
100.00
-
Cura Terrae Ltd
Ordinary
-
100.00
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

The following subsidiaries are exempt from the requirements of the Companies Act relating to the audit of individual accounts by virtue of a guarantee that has been given from Cura Terrae Topco Limited:

 

SI Environmental Limited

Ecus EBT Trustee Limited

17
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
4,657,568
4,040,097
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
35,187,538
30,785,129
n/a
n/a
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
549,060
441,822
-
-
Work in progress
31,294
-
-
-
580,354
441,822
-
-
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 44 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,487,162
3,937,934
-
0
-
0
Gross amounts owed by contract customers
532,397
531,239
-
0
-
0
Corporation tax recoverable
39,453
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
82,450
57,270
Other debtors
119,714
274,968
-
0
-
0
Prepayments and accrued income
431,491
347,881
-
0
-
0
5,610,217
5,092,022
82,450
57,270
Amounts falling due after more than one year:
Deferred tax asset (note 24)
333,903
157,617
-
0
-
0
Total debtors
5,944,120
5,249,639
82,450
57,270
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
22
700,000
-
0
-
0
-
0
Obligations under finance leases
23
432,496
424,528
-
0
-
0
Trade creditors
2,562,802
2,729,866
-
0
-
0
Corporation tax payable
117,401
73,737
-
0
-
0
Other taxation and social security
2,243,518
2,553,989
-
-
Deferred income
219,276
704,928
-
0
-
0
Other creditors
75,942
277,124
-
0
-
0
Accruals and deferred income
1,813,787
1,056,771
-
0
-
0
8,165,222
7,820,943
-
0
-
0
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 45 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Debenture loans
22
20,154,898
16,941,019
-
0
-
0
Bank loans and overdrafts
22
7,213,985
6,713,985
-
0
-
0
Obligations under finance leases
23
399,787
627,232
-
0
-
0
Other creditors
1,833,841
2,014,604
-
0
-
0
29,602,511
26,296,840
-
-

Other creditors falling due after more than one year comprise deferred consideration arising on the acquisitions made in the prior year.

Loan notes as at 1 January 2023 have been restated and are lower by £1,277,569, that amount being net off goodwill and represents loan notes held between two fellow subsidiary undertakings.

22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Debenture loans
20,154,898
16,941,019
-
0
-
0
Bank loans
7,913,985
6,713,985
-
0
-
0
28,068,883
23,655,004
-
-
Payable within one year
700,000
-
0
-
0
-
0
Payable after one year
27,368,883
23,655,004
-
0
-
0

 

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
22
Loans and overdrafts
(Continued)
- 46 -

Long term loans include:

 

Investor loan notes owed 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 £7,059,115 (2022: £7,660,615) and other loan notes of £198,500 (2022: £98,500). During 2023, additional loan notes were issued by the Group to its investors to support the funding of the business. The loan notes all carry an interest rate of between 0% and 8%. Accrued interest has not been paid but has instead been added to the carrying value of the loan notes, which at the year end totalled £2542,391 (2022: £1,160,193).  The investor loan notes are secured by a fixed and floating charge over the assets of the Company and its subsidiaries.

 

A bank facility with Shawbrook Bank of £8,200,000 including the utilisation of £700,000 of the revolving credit facility (2022: £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 Midco Limited and its subsidiary undertakings.

 

The Shawbrook Bank facility runs to 28 June 2027 and the Palatine, management loan and other loan notes have a redemption date of 17 March 2030.

23
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
443,107
491,751
-
0
-
0
In two to five years
494,270
723,493
-
0
-
0
937,377
1,215,244
-
-
Less: future finance charges
(105,094)
(163,484)
-
0
-
0
832,283
1,051,760
-
0
-
0

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 47 -
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
116,635
100,000
-
-
Tax losses
-
-
333,903
157,617
116,635
100,000
333,903
157,617
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(57,617)
-
Credit to profit or loss
(159,651)
-
Asset at 30 December 2023
(217,268)
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

 

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

25
Contingent liability

In the prior year, a contingent liability had been identified in relation to the subsidiary acquired in 2022. Following the review and work conducted through the regulatory investigation and settlement discussions with the vendors, it is understood that there are no further actions in relation to those instances identified.

 

Therefore as in the prior year, the Directors remain of the opinion that there is no liability remaining and as such no remaining contingent liability associated with this case. If any further instances were to be found or identified, any further claims would remain to be covered by the warranties included within the Share Purchase Agreement for this acquisition.

 

 

 

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 48 -
26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
654,984
481,144

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

27
Share-based payment transactions

During the year the Company granted share options under an Enterprise Management Incentives (EMI) share scheme.

Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
19,002
-
1.00
-
Granted
-
19,002
-
1.00
Forfeited
(5,245)
-
1.00
-
Outstanding at 30 December 2023
13,757
19,002
1.00
1.00
Exercisable at 30 December 2023
-
-
-
-

The options outstanding at 30 December 2023 had an exercise price of £1.00 and will be exercisable on a future exit event, to include a share sale, asset sale, listing or capital raising event.

 

An external party has provided a valuation report to arrive at the Market Value of the shares based on rights of the shares, the financial performance of the group, the debt structure and likely exit. The valuation concluded the the Actual Market Value of £1 per share.

 

Group
Company
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
2,882
2,222
2,882
2,222
CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 49 -
28
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
47,161
44,161
472
442
B Ordinary of 1p each
1,500
1,500
15
15
C Ordinary of 1p each
-
1
-
-
C1 Ordinary of 1p each
18,485
18,485
185
185
C2 Ordinary of 1p each
5,055
7,574
51
76
D1 Ordinary of 1p each
5,083
7,778
51
78
D2 Ordinary of 1p each
5,533
5,533
55
55
D3 Ordinary of 1p each
7,290
6,690
70
67
D4 Ordinary of 1p each
6,779
6,779
68
68
E Ordinary of 1p each
71,875
-
718
-
168,761
98,501
1,685
986

Dividend rights

Dividend are to be paid pari passu to all shareholders.

 

Voting rights

All the shares presently in issue confer on each holder the right to receive notice of and to attend, speak and vote at all general meetings of the Company and to vote on written resolutions and, on a poll or written resolution, to exercise one vote per share.

 

However, in certain defined circumstances (where loan note interest becomes due and has not been paid, a breach of the investment, funding and facilities agreements or equity covenants, or an insolvency event) this changes and if Palatine so directs, the A shareholders as a class (in other words, Palatine) will acquire 95% of the voting rights at any general meeting. Furthermore, the directors appointed by Palatine to pass or defeat resolutions at directors’ meetings, regardless of the number of votes otherwise cast and Palatine shall have the power to remove directors.

 

Capital rights

On a realisation (broadly defined as a sale, listing or winding up), the Articles define an order of priority for the payment of any surplus assets of the Company, remaining after payment of its liabilities (including but not limited to all amounts due under the Loan Notes), to the shareholders. In summary, this is as follows:

 

a) a preferred return to the A shareholders (Palatine) of £3.5m;

b) defined payments to the D2, D3 and D4 shareholders. As described above, there are three underlying components of the new group; Ecus, EMS and Enviro Care. The D2, D3 and D4 shares deliver returns based upon the value of those underlying businesses as set out in more detail below; and

c) various defined returns to the other shareholders.

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 50 -
29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
620,992
652,975
-
-
Between two and five years
109,353
893,544
-
-
730,345
1,546,519
-
-
30
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.

 

CURA TERRAE TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 51 -
31
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(5,454,914)
(3,603,962)
Adjustments for:
Taxation credited
(247,018)
(63,876)
Finance costs
2,194,489
1,595,890
Investment income
(1,160)
(113)
Loss/(gain) on disposal of tangible fixed assets
6,815
(4,138)
Amortisation and impairment of intangible assets
2,385,213
1,535,918
Depreciation and impairment of tangible fixed assets
1,184,492
756,637
Impairment of goodwill
112,906
-
Equity settled share based payment expense
2,882
2,222
Movements in working capital:
(Increase)/decrease in stocks
(138,532)
126,169
Increase in debtors
(478,542)
(422,280)
(Decrease)/increase in creditors
(316,015)
1,825,312
Cash (absorbed by)/generated from operations
(749,384)
1,747,779
32
Analysis of changes in net debt - group
1 January 2023
Cash flows
30 December 2023
£
£
£
Cash at bank and in hand
967,127
(475,846)
491,281
Borrowings excluding overdrafts
(23,655,004)
(4,413,879)
(28,068,883)
Obligations under finance leases
(1,051,760)
219,477
(832,283)
(23,739,637)
(4,670,248)
(28,409,885)
2023-12-302023-01-01falseCCH SoftwareCCH Accounts Production 2024.210Professor P J SkipworthDr P B ClarkD L CurrieJ E GregsonG A HolmesJ L RoyS J MiddletonMr R I WaumsleyDr K 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