National
biological
infrastructure.
We are assembling half a million tonnes of permitted UK organics capacity — acquired, re-engineered, and operated to a single verified-biology standard — inside thirty-six months.
Seed round · targeting first completion
Approximately £8m in EIS-qualifying equity, £2.5m targeted from Innovate UK Smart Grants, and £1.5m of SAFE bridge from strategic angels — sequenced to fund a platform acquisition, team build, and two bolt-ons within eighteen months.
Use of funds · 18-month runway
Milestones to Series A
Platform site completed; enclosure commissioned; two council LOIs at defended gate fees; 150,000 tpa aggregate capacity under TeraEarth Group; ISO 14067 footprint published; independent chair in seat.
Industrial scale meets lab-verified biology — the only UK operator where a Tesco buyer and a regenerative farmer see the same data sheet.
UK organics infrastructure is ageing, fragmented, and under-capitalised. New-build is structurally blocked — permits take eighteen to twenty-four months, planning twelve to thirty-six, and DNO connections two to five years. Meanwhile Simpler Recycling mandates from 2026 force councils to secure processing capacity at scale, and the 2030 professional peat ban creates a £300m+ premium displacement market that coir imports cannot address on provenance or biology.
TeraEarth acquires permitted, under-invested sites from retiring owner-operators, re-engineers them as fully enclosed, odour-negative, verified-biology facilities, and consolidates offtake through a single brand. The roll-up inherits every slow permission; the upgrade delivers every fast premium. Scale through acquisition. Quality through science. Margin through enclosure.
UK organics is the last unreformed piece of circular infrastructure.
Fragmented supply
~4.5–5 million tonnes of local-authority garden waste, processed by hundreds of sub-scale operators — many on 25-year-old open windrow sites whose odour complaint logs are growing faster than their throughput. Family ownership is ageing into a visible succession crisis.
Insurer retreat
A decade of site fires — Biffa Ling Hall, Suez Smallmead, Veolia Four Ashes — has thinned the Lloyd's and European appetite for waste risk. Uninvested operators cannot pass renewal; re-insured survivors pay double premiums and accept exclusions that cap growth.
Commodity output
PAS 100 bulk compost trades at £5–15 a tonne. The biology has been an afterthought. No UK operator at scale has verified microbial data, a published carbon footprint, and a brand that a garden-centre buyer and a regenerative farmer both recognise. That is the gap.
The policy, capital, and buyer stack reset at once.
- 01 Simpler Recycling mandates from March 2026 force every English council to secure compliant organics processing capacity. Counterparty demand is non-discretionary — shifts procurement conversations from "why would we pay more" to "can you guarantee capacity".
- 02 2030 professional peat ban removes ~1m m³ of growing-media supply with no equivalent UK-sourced replacement. Coir imports capture the mass market; the £300m+ premium horticultural and professional pro-mix segment is open.
- 03 DNO connection queues of 2–5 years make greenfield infrastructure functionally uninvestable. Acquired sites with extant 5 MVA connections are hidden assets worth £1.5–3m at replacement cost each.
- 04 A cohort of founder-operators is retiring into a regulatory tightening cycle they cannot fund. EA compliance expectations, fire prevention plans, and odour H1 assessments now exceed what £3–5m turnover can absorb.
- 05 Infrastructure and growth-PE capital is searching for deployable, contracted, counter-cyclical UK assets. The permitted-sites roll-up thesis is a cleaner fit than AD (feedstock contested) or EfW (planning blocked).
Greenfield is dead.
Acquisition is the only path.
Three of the four slowest risks in UK infrastructure — permitting, planning, and grid connection — collapse to zero when you acquire an operating site with extant consents. We are not buying businesses. We are buying compressed time.
Greenfield vs acquired — elapsed time to revenue
| Gate | Greenfield | Acquired |
|---|---|---|
| EA bespoke permit | 18–24 mo | Inherited |
| Local planning consent | 12–36 mo | Inherited |
| DNO connection (≥5 MVA) | 2–5 yr | Inherited |
| PAS 100 accreditation | 9–12 mo | Recertify |
| Council contract base | 2+ tender cycles | Novate |
| Time to first revenue | 60+ months | Day One |
Post-completion upgrades (enclosure, scrubber, biofilter, COTC-holder retention) run in parallel with revenue, not ahead of it.
England kerbside collection; WRAP / DEFRA baseline. Not 11m — that figure conflates all organics including food-to-AD.
WRAP Gate Fees Report ranges. £35 in the North, £55 in the South East — we underwrite on £40.
Post-peat-ban displacement into professional pro-mix and landscaping specification. 2030 inflection.
~10% of England LA green waste. Four to six acquired sites consolidated on single standard by end of Year 3.
The economics we underwrite are evidenced, not aspirational.
The earlier version of this memorandum anchored gate fees and output pricing 50–80% above WRAP and horticultural reality. Those numbers are gone. A thirty-interview voice-of-customer programme now runs across council officers, landscape contractors, and garden-centre buyers to replace every assumption on this page with an evidenced median and an inter-quartile range. Investors will see the raw data.
Four to six sites.
Thirty-six months.
One standard.
Target profile
Permitted organics facilities, 25,000–75,000 tpa throughput, owned by retiring second-generation operators or distressed post-incident vendors who cannot fund the £1–3m capex for enclosure and fire-prevention upgrade. We avoid major-subsidiary carve-outs — priced strategic, slow to close — and any site carrying a live EA CAR score above 2 or Part IIA determination.
We pay 4–6× EBITDA for healthy in-vessel assets or £100–150/tpa of permitted capacity; 2–3× or £25–50/tpa for distressed. Replacement cost is £150–250/tpa.
We are paid to take it, and paid again to sell it.
Two-sided economics is what differentiates organics infrastructure from waste-to-energy. Gate fees are contractual and counter-cyclical; product revenue is market-priced but rising as peat bans and BNG obligations bite. A well-run enclosed facility at 50,000 tpa clears £1.7–2.2m EBITDA at steady-state — and an acquired site, post-upgrade, pays back the upgrade capex in 4–6 years even before capital-allowance shelter and R&D credits.
Fully enclosed.
Continuously monitored.
Sited away from homes.
Every TeraEarth facility operates inside a sealed, negative-pressure building. Process air is extracted, scrubbed with dilute sulphuric acid for ammonia, and passed through an engineered biofilter for volatile organics and hydrogen sulphide before discharge — removing odour to below olfactory detection at the site boundary. Performance is verified continuously by fenceline H₂S and NH₃ monitors, and quarterly by UKAS-accredited olfactometry to BS EN 13725.
Odour subsystem · capex & opex envelope (250k tpa)
| Stage | Capex £/tpa | Opex £/tpa/yr |
|---|---|---|
| Envelope extract · ducting · fans−30 Pa negative, 2–3 ACH capture | 35–55 | 4–6 |
| Acid scrubberNH₃ → <1 ppm outlet, pH 2.5–3.5 | 15–25 | 6–10 |
| BiofilterVOCs · H₂S · mercaptans · 45–60 s EBRT | 25–40 | 3–5 |
| Polishing (carbon / RTO contingency)Permit-level reserve | 10–20 | 2–4 |
| Olfactometry · fenceline monitoringBS EN 13725 quarterly · live dashboard | 3–5 | 1–2 |
| Total odour stack | £90–145 | £16–27 |
Safety & insurability
Compartmented to FM Global cells of ≤4,000 m² with 4-hour fire walls; multi-depth thermocouple grid with 70 °C amber / 80 °C red alarms; oscillating water-cannon plus high-expansion foam suppression; firewater containment to CIRIA C736. These are preconditions — not aspirations — for underwriting by a Lloyd's or European lead.
The biology is sequenced — not sloganed.
Most composting marketing collapses thermophilic sterilisation and mesophilic life into a single claim. We separate them deliberately. Each stage has a defined temperature, moisture, and oxygen envelope, logged at depth and verified against PAS 100, ABPR Category 3, and our own published Output Quality Specification.
Output quality spec · vs PAS 100
| Plastic by mass | <0.12% |
| Solvita maturity | ≥6 |
| C : N | 12–15 |
| Organic matter | ≥35% |
| Fungal : bacterial | ≥0.75 |
Independent science partner
Appointment in progress with one of Rothamsted, Cranfield Waste & Composting, SRUC, or the James Hutton Institute. Role: independent microbial and soil-biology assay programme — PLFA, qPCR, SIR respiration, humic fractionation.
Regulatory posture
We exceed PAS 100 on every parameter and add a biological tier on top. Councils procure to PAS 100; buyers pay for what sits above it. That is the whole commercial argument of this section, and it is defensible.
The moat is the policy, not the data.
Any UK composting operator can instrument a site and match raw telemetry in twelve to eighteen months for under £400k. Raw sensor streams are not defensible. What compounds, and what doesn't transfer in an engineer hire, are four things: process know-how encoded as optimisation policies; proprietary microbial consortia linked to measurable agronomic outcomes; QA data tied to named customer field results; and feedstock contracts with exclusivity.
IP strategy by asset class
| Layer | Examples | Mechanism |
|---|---|---|
| Patent | Biofilter configuration · reactor geometry · specific inoculant formulations with measurable claims | UK + EP grants |
| Trade secret | Turning-schedule policies · feedstock-to-setpoint recipe maps · contamination vision models | ISO 27001 |
| Publish | Safety incident data · PAS 100 conformance · emissions performance | Trust capital |
| Trademark | Product cultivar names · biology verification seals | Registered |
Automation — honestly framed
Autonomous mobile robots and vision systems target a 60–70% reduction in direct labour versus a 1990s open-windrow operation — not 95%. AMRs are opex, not biological accelerators; a 12-week compost cycle is rate-limited by microbiology, not throughput.
Net −50 to −150 kg CO₂e per tonne processed — against a real counterfactual, not a press release.
Dominated by N₂O (GWP 273). The silent killer: one poorly managed season can erase the benefit. Continuously monitored.
Location-based UK 2026 grid. Market-based falls to zero with PPA / REGO cover, which we disclose as an instrument.
Feedstock inbound, product distribution, amortised embodied carbon in the envelope and AMR fleet.
Landfill CH₄ avoidance (against a real counterfactual), peat displacement, soil carbon — third-party verified only.
We do not claim "carbon negative" unqualified. We are commissioning a full ISO 14067 product footprint within eighteen months, with continuous N₂O monitoring and a transparent MRV methodology. The voluntary carbon market is in flux; we monetise the low-embodied-carbon product, not a speculative credit. That framing is defensible under the CMA Green Claims Code and the forthcoming EU Green Claims Directive.
Five gates. Thirty-six months. Half a million tonnes.
Foundation
- Seed round closed
- Operator-CEO in seat
- M&A advisor retained
- EIS Advance Assurance
- VOC programme live
Platform
- First acquisition LOI → completion
- 40–75k tpa permitted capacity
- EA pre-app dialogue on upgrade
- Independent chair appointed
- Academic partnership signed
Upgrade & prove
- Enclosure commissioning
- Biofilter & scrubber live
- ISO 14067 footprint published
- Two council LOIs
- First bagged SKU
Bolt-on
- Two further acquisitions
- 150–200k tpa aggregate
- Series A close
- PE buy-and-build partner
Scale
- Four to six sites operational
- 500k tpa aggregate
- Group brand consolidation
- Infrastructure debt facility
Built for institutional diligence — from day one.
Priority hires · sequence
- 01Operator-CEOEx-Veolia / Biffa / Agrivert site director. WAMITAB COTC Level 4. Founder moves to Executive Chair.
- 02Head of M&A / Corporate DevelopmentSector-specialist originator from waste, environmental services, or infra PE.
- 03Technical Manager · ComplianceCOTC-holder with direct EA relationship history and PAS 100 audit experience.
- 04CFO / Finance DirectorProject-finance literate. SEIS / EIS / R&D / capital allowances stack fluent.
- 05Council Origination LeadFormer council waste officer or ESPO / YPO framework insider.
- 06Independent Non-Executive ChairPre-condition for seed close — governs related-party risk at board level.
Full disclosure · Roots Allotments relationship
Roots Allotments, the founder's community-growing venture, operates a network of urban allotment sites that will become a natural downstream offtake partner for a portion of TeraEarth's bagged product. We disclose this relationship fully and govern it with three hard rules:
- IArm's-length pricingRoots pays market rate, audited annually by an independent firm. Not a cost-plus or captive arrangement.
- IIIndependent chair approvalEvery related-party transaction is a board reserved matter with mandatory independent chair sign-off.
- IIICommunity CIC structureCommunity allotments at TeraEarth sites are run via a separate Community Interest Company with published accounts.
- IVRing-fenced cap tablesTeraEarth and Roots maintain separate cap tables, boards, and operational teams. No shared staff above a published threshold.
Every dilutive pound is matched by a non-dilutive pound — by design.
| Instrument | Role | 24-month target |
|---|---|---|
| EIS equity (KIC status)Knowledge-Intensive Company — doubles annual cap to £10m, extends 7-yr rule to 10 | Lead capital. Seed + follow-on via Advance Assurance before each tranche. | £8–10m |
| Innovate UK Smart / thematicBiomanufacturing · Circular Economy · Net Zero Innovation Portfolio | Process engineering, biology, robotics integration, data platform. | £1.5–2.5m |
| R&D tax creditsERIS regime · ~27% net cash for R&D-intensive loss-makers | Cumulative claim against process / biology / AMR / biofilter optimisation. | £0.8–1.2m |
| Capital allowancesFull Expensing on plant · 3% SBA on envelope | ~£40–50m of day-one deductions on first £75m of upgrade capex. | £10–12m CT shelter |
| Landfill Communities FundVia registered Environmental Body | Community benefit programme at acquired sites — audited, published. | £200–400k / yr |
| Non-dilutive layer alongside seed equity | ~£13–16m |
At Series A, the capital stack deepens: asset-based lending on acquired plant, W&I insurance on every transaction, and infrastructure debt from Bridges / Triple Point / green-bond investors once we exceed 200k tpa aggregated and twelve months of steady-state EBITDA.
Every one of these has broken a UK compost business. We've priced them in.
Sellers won't sell at rational multiples.
Family owner-operators are cash-flow comfortable and slow. First deal stalls.
Mitigation — dedicated origination lead, retained sector advisor, distressed-vendor pipeline targeting post-incident operators, W&I insurance to shorten disclosure negotiations.
Inherited contamination or product-liability tail.
Pre-permit-era sites carry historic leachate exposure; herbicide carryover (clopyralid / aminopyralid) has triggered compost recalls before.
Mitigation — Phase 2 intrusive on every acquisition; 24-month feedstock traceability + herbicide screening; carve-out into specific indemnity with 10–20% retention.
Self-heating and insurance retreat.
Compost fires have retired UK operators. Lloyd's appetite has halved since 2018. A single incident doubles premiums.
Mitigation — compartmentation to ≤4,000 m² cells; multi-depth in-pile monitoring; firewater attenuation to CIRIA C736; broker engaged pre-acquisition to underwrite fundability.
Inherited complaint history escalates to enforcement.
Acquired sites typically arrive with 40–200 odour complaints/yr logged. A new owner can reset the relationship or lose it.
Mitigation — 90-day community liaison committee; 24/7 complaints line; published monthly odour KPI dashboard; walk-away triggers for unwinnable sites during DD.
N₂O exceedance erases the climate story.
One poorly managed composting season can emit enough N₂O (GWP 273) to wipe out the net benefit.
Mitigation — continuous flux monitoring; aeration controlled on temperature + O₂; published ISO 14067 footprint; no unqualified "carbon negative" language to the market.
Related-party perception.
The Roots Allotments offtake relationship is both a strength and a governance question investors must resolve.
Mitigation — independent chair at seed close; board reserved matter on related-party transactions; arm's-length pricing externally audited; ring-fenced cap tables; full disclosure in every investor conversation.
Our view
Boring infrastructure,
done rigorously.
Not a cleantech bet on a new technology. Not a consumer brand on a speculative premium. An aged, fragmented, regulated, contracted industry that rewards discipline, capital, and a standard — reassembled at national scale.
Contact · by enquiry type
| Investor enquiries | investors@teraearth.com → |
| Council partnerships | councils@teraearth.com → |
| Acquisition enquiries | ma@teraearth.com → |
| Data room | By NDA · on request |
The Ask — restated
£12m seed. One platform deal. Two bolt-ons. Eighteen months.