Company Registration No. 01899857 (England and Wales)
NSF SAFETY AND QUALITY UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NSF SAFETY AND QUALITY UK LIMITED
COMPANY INFORMATION
Directors
L Tackett
S Krol
Company number
01899857
Registered office
Hanborough Business Park
Long Hanborough
Oxford
OX29 8SJ
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
NSF SAFETY AND QUALITY UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 31
NSF SAFETY AND QUALITY UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the Strategic report for the year ended 31 December 2024.

Review of the business

The g roup’s principal business comprises the auditing and inspection of customers’ food production and processing food service/hospitality activities. In addition, we continue to grow our service lines in consulting, food regulatory and technical services. We started developing ESG and digital services for our clients. These services will continue to be in demand as consumers, food processors, supermarkets and the food service/hospitality sectors continue with their increasing demand for increased visibility and sustainability of food supply chains. The g roup has a loyal client base, and by being part of the NSF I nternational G roup, shares in the global drive to expand its mission to improve human and planet health. The g roup is part of the global NSF International Group and has responsibilities for markets in the geographic areas of Europe, Middle East, and Africa. Turnover has increased during the year by £0.2 m to £30.2 m which is 0.6% higher than the previous year. We are expanding our business offering with existing clients but have also seen an increase in completely new customers. The loss/ profit before taxation has decreased from £20k profit to £688k loss for the year, due to operational inefficiencies during the year. In 2022, a significant investment was made in building refurbishments at the Oxford Head office. A complete refit took place with energy efficiency, sustainability and increasing employee engagement in a post Covid era being the key drivers of this. This resulted in a more stable investment budget in 2023 and 2024. The g roup has been focusing on offering new services to meet the markets' changing needs while continuing to gain more customers and expand our offering with existing clients. Levels of customer service have remained strong in 202 4 and we have gained some significant new blue chip clients. Overall, our labour turnover is still higher than we would like, however we operate in a very tough market with a limited talent pool. The business is investing further in our people strategy to develop more of our own talent and we continue to benchmark all roles to ensure that our package is competitive in the market place. Regular employee surveys have taken place and the NSF g roup has seen increasing scores particularly in employee engagement. The NSF g roup is constantly reviewing its DEI polices to ensure we maintain a leading position. A DEI Council has been formed and it serves to increase the DEI awareness around all the regions in NSF. We made significant progress to further improve our IT and other technology, and the g roup has now mapped a strategic pathway with enterprise solutions to further optimise our operational efficiencies and improve customer service. In addition, a new regional setup has been established for the EMEA region, with a new and strong regional leadership since Q3 2024.

Principal risks and uncertainties

Financial risk management objectives and policies are outlined in the D irectors’ report.

The demand for the g roup’s services is underpinned by consumer concerns over food safety, sustainability of supply chains and government legislation. Our principal operations are in established markets where there is some organic growth and the g roup is gaining additional customers. The principal risks to the g roup are therefore related to maintaining a competitive position in a mature market, whilst expanding its offering with new digital services, broadening the customer base and focusing on services with sustainable margins.

NSF SAFETY AND QUALITY UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

The g roup uses a number of new digital dashboards to track key performance indicators. Goals have been set for every individual in the business. This has resulted in a much clearer focus for the business and individuals.

The scorecard contains five segments to ensure there is a balanced approach:

- Financial – focusing on revenue and increasingly profitability;

- Customers – ensuring we are tracking how well we are serving them;

- Colleagues – making NSF a great place to work to retain and attract talent;

- Operations – to ensure we are running efficiently and effectively; and

- ESG - making every possible effort to ensure our activities preserve human and planet health.

Future developments

The g roup will continue to scrutinise the core markets it serves with regular strategic reviews, allowing our teams to focus on innovation and developing new services to meet future and ever-changing client needs.

On behalf of the board

L Tackett
Director
5 September 2025
NSF SAFETY AND QUALITY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid in the current or prior year. The directors do not recommend payment of a further dividend.

Directors

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

L Tackett
S Krol
Disabled persons

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever, possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

The group's policy is to consult and discuss with employees, at meetings, on 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 group's performance.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

NSF SAFETY AND QUALITY UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of directors' responsibilities

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 and company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.

Mattters covered in the strategic report

The company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the group's and company's Strategic report information required by Large and Medium-sized Companies and Groups (accounts and Reports) Regulations 2008, Sch.7 to be contained in the Directors' report. It has done so in respect of future developments.true

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.

Going concern

The directors have reviewed the consolidated net current liability position of £4,24 6k (2023: £3,897 k) and the net liability position of £2,199k (2023: £1,681 k) and have concluded that, in the context of the overall size of the group and its position within the wider NSF group, the net current liability position is not a cause for concern given the continuous improving trends in the markets in which the c ompany and its group operate and the continued access to funding.

In addition, the ultimate holding company, NSF International, has confirmed that it will provide sufficient working capital for the c ompany and its group to meet their liabilities for at least twelve months from the date of signing these financial statements. The group also has access to a line of credit, shared with the global NSF group, of $150m.

NSF SAFETY AND QUALITY UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Financial risk management objectives and policies

The group's activities expose it to a number of financial risks including foreign exchange risk, credit risk and liquidity risk. The group does not undertake hedging or use financial instruments to manage financial risks.

Foreign exchange risk

The group's activities expose it to the financial risks of changes in foreign currency exchange rates. The nature of foreign currency trading activities is such that it is more economic for the group to carry the foreign exchange risks than to undertake hedging or derivative transactions to mitigate the risks. Risk is mitigated where possible by using foreign currency funds to settle liabilities in local currencies and in respect of foreign subsidiaries, debts and liabilities are offset to limit payments and foreign exchange exposure.

Credit risk

The group's principal financial assets are bank balances, cash, trade and other debtors, and investments.

The group's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debtors. Credit risk is mitigated by performing credit risk assessments; where risks are identified, advance payment or specific settlement terms are agreed.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

The group maintains liquidity sufficient to ensure that sufficient funds are available for ongoing operations and future developments. The group also has access to a line of credit, shared with the global NSF group, of $15 0m.

Price risk

Although the group has a strong global brand, competitive pressures limit the prices which can be charged. The risk to the business is that of containing costs to a level that enables competitive pricing. The group mitigates price risk by resisting tendering on price and focusing on the quality and range of services we offer.

On behalf of the board
L Tackett
Director
5 September 2025
NSF SAFETY AND QUALITY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NSF SAFETY AND QUALITY UK LIMITED
- 6 -
Opinion

We have audited the financial statements of NSF Safety and Quality UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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.

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:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

NSF SAFETY AND QUALITY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NSF SAFETY AND QUALITY UK LIMITED
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

1. At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

2. During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

1. Reviewing the controls set in place by management;

2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

3. Challenging management assumptions with regard to accounting estimates; and

4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

NSF SAFETY AND QUALITY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NSF SAFETY AND QUALITY UK LIMITED
- 8 -

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.

Nikolaos Ioannidis
Senior Statutory Auditor
For and on behalf of Shaw Gibbs (Audit) Limited
8 September 2025
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
NSF SAFETY AND QUALITY UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
30,217,086
30,032,502
Cost of sales
(15,780,797)
(15,938,905)
Gross profit
14,436,289
14,093,597
Administrative expenses
(15,160,322)
(14,085,089)
Operating (loss)/profit
4
(724,033)
8,508
Interest receivable and similar income
8
80,875
54,102
Interest payable and similar expenses
9
(45,154)
(43,036)
(Loss)/profit before taxation
(688,312)
19,574
Tax on (loss)/profit
10
269,129
(77,582)
Loss for the financial year
(419,183)
(58,008)
Other comprehensive income
Currency translation loss taken to retained earnings
(98,965)
(64,854)
Total comprehensive expense for the year
(518,148)
(122,862)
Total comprehensive income for the year is all attributable to the owners of the parent company.

The group statement of total comprehensive income has been prepared on the basis that all operations are continuing operations.

There are no recognised gain and losses other than those passing through the group statement of total comprehensive income.

NSF SAFETY AND QUALITY UK LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
123,534
150,268
Tangible assets
12
1,982,575
2,149,196
2,106,109
2,299,464
Current assets
Stocks
15
3,876
14,992
Debtors
16
7,199,905
6,861,356
Cash at bank and in hand
4,271,061
4,460,786
11,474,842
11,337,134
Creditors: amounts falling due within one year
17
(15,720,828)
(15,234,107)
Net current liabilities
(4,245,986)
(3,896,973)
Total assets less current liabilities
(2,139,877)
(1,597,509)
Provisions for liabilities
Deferred tax liability
19
59,535
83,755
(59,535)
(83,755)
Net liabilities
(2,199,412)
(1,681,264)
Capital and reserves
Called up share capital
21
1,161,461
1,161,461
Share premium account
1,555,245
1,555,245
Profit and loss reserves
(4,916,118)
(4,397,970)
Total equity
(2,199,412)
(1,681,264)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 5 September 2025 and are signed on its behalf by:
05 September 2025
L Tackett
Director
Company registration number 01899857 (England and Wales)
NSF SAFETY AND QUALITY UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
912,197
1,016,639
Investments
13
1,146,334
1,146,334
2,058,531
2,162,973
Current assets
Stocks
15
3,876
14,992
Debtors
16
3,313,665
3,273,150
Cash at bank and in hand
1,262,105
1,945,228
4,579,646
5,233,370
Creditors: amounts falling due within one year
17
(14,805,306)
(13,192,163)
Net current liabilities
(10,225,660)
(7,958,793)
Net liabilities
(8,167,129)
(5,795,820)
Capital and reserves
Called up share capital
21
1,161,461
1,161,461
Share premium account
1,555,245
1,555,245
Profit and loss reserves
(10,883,835)
(8,512,526)
Total equity
(8,167,129)
(5,795,820)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £2,371,308 (2023: £1,708,121 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 5 September 2025 and are signed on its behalf by:
05 September 2025
L Tackett
Director
Company registration number 01899857 (England and Wales)
NSF SAFETY AND QUALITY UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Called up share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
1,161,461
1,555,245
(4,275,108)
(1,558,402)
Year ended 31 December 2023:
Loss for the year
-
-
(58,008)
(58,008)
Other comprehensive income:
Currency translation differences
-
-
(64,854)
(64,854)
Total comprehensive expense
-
-
(122,862)
(122,862)
Balance at 31 December 2023
1,161,461
1,555,245
(4,397,970)
(1,681,264)
Year ended 31 December 2024:
Loss for the year
-
-
(419,183)
(419,183)
Other comprehensive expense:
Currency translation differences
-
-
(98,965)
(98,965)
Total comprehensive expense
-
-
(518,148)
(518,148)
Balance at 31 December 2024
1,161,461
1,555,245
(4,916,118)
(2,199,412)
NSF SAFETY AND QUALITY UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Called up share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
1,161,461
1,555,245
(6,804,405)
(4,087,699)
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
(1,708,121)
(1,708,121)
Balance at 31 December 2023
1,161,461
1,555,245
(8,512,526)
(5,795,820)
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
-
(2,371,309)
(2,371,309)
Balance at 31 December 2024
1,161,461
1,555,245
(10,883,835)
(8,167,129)
NSF SAFETY AND QUALITY UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
470,580
1,378,278
Interest paid
(45,154)
(43,036)
Income taxes refunded
61,066
34,521
Net cash inflow from operating activities
486,492
1,369,763
Investing activities
Purchase of tangible fixed assets
(76,880)
(369,379)
Interest received
80,875
54,102
Net cash generated from/(used in) investing activities
3,995
(315,277)
Financing activities
Repayment of bank loans
(600,000)
-
Net cash used in financing activities
(600,000)
-
Net (decrease)/increase in cash and cash equivalents
(109,513)
1,054,486
Cash and cash equivalents at beginning of year
4,460,786
3,508,216
Effect of foreign exchange rates
(80,212)
(101,916)
Cash and cash equivalents at end of year
4,271,061
4,460,786
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

NSF Safety and Quality UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Hanborough Business Park, Long Hanborough, Oxford, OX29 8SJ.

The group consists of NSF Safety and Quality UK Limited 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, including the provisions of the Large and Medium sized Companies and Group (Accounts and Reports) Regulations 2008.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £1.

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:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Carrying amounts, i nterest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of NSF Safety and Quality UK Limited together with all entities that it controls (its subsidiaries).

All financial statements are made up to 31 December 2024. 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 g roup.

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.

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors have reviewed the consolidated net current liability position of £4,2 46k (2023: £3,897 k) and the net liability position of £2,1 9 9 k (2023: £1,681 k) and have concluded that, in the context of the overall size of the group and its position within the wider NSF group, the net current liability position is not a cause for concern. The g roup also has access to a line of credit, shared with the global NSF g roup, of $1 5 0 m which further supports this opinion.

The g roup's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report.

In addition the ultimate holding c ompany, NSF International, has confirmed that it will provide sufficient working capital for the company to meet its liabilities for at least twelve months from the date of signing these financial statements.

1.4
Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover is exclusively the supply of services and represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

Where a contract has only been partially completed at the balance sheet date, turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Other income

Interest income is recognised using the effective interest rate method.

1.5
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 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.

1.6
Tangible fixed assets

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

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

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

Freehold land and buildings
Straight line over 15 to 40 years
Leasehold improvements
Straight line over the period of the lease
Fixtures and fittings
Straight line over 3 to 15 years
Computer equipment
Straight line over 1.5 to 10 years

Land is not depreciated.

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.

1.7
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries 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.

1.8
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.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

1.10
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.

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.11
Financial instruments

The group and company have 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 and company's balance sheet when the group/company 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 trade and other debtors, amounts owed by group undertakings, 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 m ethod 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.

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/company 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/company after deducting all of its liabilities.

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, and amounts owed to group undertakings, 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 paymen ts 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.

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.13
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.

Group relief

The company is part of a tax group with other group entities for corporation tax purposes. Group relief is used to manage the overall tax position of the group. Consideration is earned or paid for for this group relief equivalent to the tax charge or credit transferred. These are disclosed as part of the total taxation charge.

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and loss account. Differences between contributions payable during the year and contributions actually paid are held within accruals.

1.16
Leases

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

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at the balance sheet date. Statement of comprehensive income items are translated at the average exchange rate for the relevant year. Exchange differences arising are taken to the group's retained earnings.

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.

Critical judgements

The following judgement (apart from those involving estimates) has had the most significant effect on amounts recognised in the financial statements:

Impairment of investments

Management carry out a review of indicators of impairment in relation to investments in subsidiaries on an annual basis. In performing this review, management are required to make judgements as to whether the information considered (for example recent trading results for each subsidiary) represents an indicator of impairment. Should indicators of impairment be noted, management then perform a detailed review of the value of the investments held in order to assess whether an impairment is required (see below).

NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Impairment of investments

Determining whether the carrying value of the company's investments is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.

The value in use calculations used in modelling the values in use of the entities held as investments by NSF Safety and Quality UK Limited depend on the discount rates used and long-term growth rates used. These are the best estimates available at the time, but could be impacted by market conditions, such as rises in the risk-free rates in the relevant economies.

Having taken into consideration the above estimates and the level of uncertainty involved, the director s are of the opinion that no impairment is required at this stage. The carrying value of investments is set out further in note 13.

Bad debt provision

Having taken into consideration the historic and current levels of bad debts, the director s consider it appropriate to have a specific bad debt provision in place. The director s' assessment of the necessity and adequacy of the bad debt provision takes into consideration the latest available information regarding the recoverability of the relevant amounts and the circumstances of the customers.

3
Turnover and other revenue

The turnover and profit before taxation are attributable to the one principal activity of the group.

No geographical analysis of turnover is presented as the directors are of the opinion that to do so would be seriously prejudicial to the interests of the group.

2024
2023
£
£
Other revenue
Interest income
80,875
54,102
4
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
55,130
(128,239)
Depreciation of owned tangible fixed assets
245,429
227,025
Loss on disposal of tangible fixed assets
2,356
-
Amortisation of intangible assets
26,734
26,734
Operating lease charges
268,419
299,484
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
43,500
42,000
For other services
All other non-audit services
11,200
10,950
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Consultants and auditors
108
120
77
83
Management and administration
202
203
92
89
Total
310
323
169
172

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
14,008,823
13,899,919
9,247,470
9,525,810
Social security costs
1,654,699
1,519,015
1,085,224
1,076,404
Pension costs
1,113,868
799,729
901,053
655,835
16,777,390
16,218,663
11,233,747
11,258,049
7
Directors' remuneration

During b oth 2024 and 2023, a ll of the directors of the company were remunerated by other NSF International group companies, which are outside of this UK group.

Key management personnel

There are no key management personnel for the group other than the directors and accordingly no separate statement has been produced for key management personnel remuneration.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
80,875
54,102
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
28,393
31,459
Interest payable to group undertakings
11,609
11,577
Other interest
5,152
-
Total finance costs
45,154
43,036
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
14,566
-
0
Double tax relief
(14,566)
-
0
Group tax relief
(373,624)
(340,291)
Total UK current tax
(373,624)
(340,291)
Foreign current tax on profits for the current period
120,785
263,738
Total current tax
(252,839)
(76,553)
Deferred tax
Origination and reversal of timing differences
(16,290)
154,135
Total tax (credit)/charge
(269,129)
77,582

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

2024
2023
£
£
(Loss)/profit before taxation
(688,312)
19,574
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(172,078)
4,600
Tax effect of expenses that are not deductible in determining taxable profit
(2,559)
(19,145)
Tax effect of utilisation of tax losses not previously recognised
-
0
(77,230)
Group relief
373,623
340,291
Permanent capital allowances in excess of depreciation
12,023
114,480
Amortisation on assets not qualifying for tax allowances
6,684
6,282
Effect of overseas tax rates
(113,199)
48,595
Receipt for group relief
(373,623)
(340,291)
Taxation (credit)/charge
(269,129)
77,582
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
3,333,143
Amortisation and impairment
At 1 January 2024
3,182,875
Amortisation charged for the year
26,734
At 31 December 2024
3,209,609
Carrying amount
At 31 December 2024
123,534
At 31 December 2023
150,268
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
2,412,675
8,565
130,327
3,174,836
5,726,403
Additions
30,710
-
0
5,977
40,193
76,880
Disposals
(450)
(5,271)
(13,262)
(841,094)
(860,077)
Exchange adjustments
-
0
-
0
514
902
1,416
At 31 December 2024
2,442,935
3,294
123,556
2,374,837
4,944,622
Depreciation and impairment
At 1 January 2024
656,030
8,565
33,884
2,878,728
3,577,207
Depreciation charged in the year
95,675
-
0
19,074
130,680
245,429
Eliminated in respect of disposals
(450)
(5,271)
(10,905)
(841,094)
(857,720)
Exchange adjustments
-
0
-
0
-
0
(2,869)
(2,869)
At 31 December 2024
751,255
3,294
42,053
2,165,445
2,962,047
Carrying amount
At 31 December 2024
1,691,680
-
0
81,503
209,392
1,982,575
At 31 December 2023
1,756,645
-
0
96,443
296,108
2,149,196
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 25 -
Company
Freehold land and buildings
Leasehold improvements
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
989,249
3,294
52,784
2,123,923
3,169,250
Additions
15,985
-
0
482
25,015
41,482
Disposals
-
0
-
0
-
0
(731,226)
(731,226)
At 31 December 2024
1,005,234
3,294
53,266
1,417,712
2,479,506
Depreciation and impairment
At 1 January 2024
262,149
3,294
6,673
1,880,495
2,152,611
Depreciation charged in the year
40,973
-
0
5,635
99,316
145,924
Eliminated in respect of disposals
-
0
-
0
-
0
(731,226)
(731,226)
At 31 December 2024
303,122
3,294
12,308
1,248,585
1,567,309
Carrying amount
At 31 December 2024
702,112
-
0
40,958
169,127
912,197
At 31 December 2023
727,100
-
0
46,111
243,428
1,016,639
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1,146,334
1,146,334
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 January 2024 and 31 December 2024
1,146,334
Carrying amount
At 31 December 2024
1,146,334
At 31 December 2023
1,146,334
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
NSF Certification UK Limited
Hanborough Business Park, Long Hanborough, Oxford, Oxfordshire, OX29 8SJ
Agricultural certification
Ordinary
100.00
NSF Africa (Pty.) Limited
Stargrow Building, 21 Elektron Avenue, Technopark, Stellenbosch 7600, South Africa
Food safety certification
Ordinary
100.00
NSF Health and Safety SA
Avda. Carlos III, 31 40721 El Parador - Almeria, Spain
Food safety certification
Ordinary
100.00
NSF Italy SRL
Via Dei Mille, 24-40121, Bologna, Italy
Food safety certification
Ordinary
100.00

On 12 March 2024, the dormant subsidiary NSF Agriculture UK Limited was dissolved.

15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
3,876
14,992
3,876
14,992
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
5,518,971
4,803,225
2,709,690
2,129,583
Corporation tax recoverable
224,099
68,136
14,703
14,703
Amounts owed by group undertakings
294,821
629,047
153,724
671,827
Other debtors
531,694
421,723
19,770
23,374
Prepayments and accrued income
575,232
875,522
394,127
425,733
7,144,817
6,797,653
3,292,014
3,265,220
Deferred tax asset (note 19)
55,088
55,773
-
0
-
0
7,199,905
6,853,426
3,292,014
3,265,220
Amounts falling due after more than one year:
Deferred tax asset (note 19)
-
0
7,930
21,651
7,930
Total debtors
7,199,905
6,861,356
3,313,665
3,273,150
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Debtors
(Continued)
- 27 -

In the 2023 group financial statements, royalty debtor s were incorrectly included within the Other debtors. Hence, a prior year restatement was processed in order to correct the comparative year 2023. This resulted in a £368,874 decrease in the group’s 2023 Other debtors and a corresponding increase in the group’s 2023 Prepayments and accrued income, and nil impact on the group’s 202 3 profit for the year and equity.

17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
as restated
Bank loans and overdrafts
18
-
0
600,000
-
0
600,000
Other borrowings
18
2,845,340
2,828,005
2,845,340
2,828,005
Trade creditors
1,072,803
970,529
531,284
443,846
Amounts owed to group undertakings
4,694,570
3,426,322
9,869,958
7,678,642
Corporation tax payable
36,395
72,890
-
0
-
0
Other taxation and social security
1,257,630
1,258,058
563,063
415,186
Deferred income
3,819,962
3,728,585
75,419
129,528
Other creditors
113,211
123,200
3,612
25,400
Accruals
1,880,917
2,226,518
916,630
1,071,556
15,720,828
15,234,107
14,805,306
13,192,163

In the 2023 group financial statements, royalty creditors were incorrectly included within the Other creditors. Hence, a prior year restatement was processed in order to correct the comparative year 2023. This resulted in a £360,590 decrease in the group’s 2023 Other creditors and a corresponding increase in the group’s 2023 Accruals, and nil impact on the group’s 2023 profit for the year and equity.

18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank line of credit
-
0
600,000
-
0
600,000
Loans from group undertakings
2,845,340
2,828,005
2,845,340
2,828,005
2,845,340
3,428,005
2,845,340
3,428,005
Payable within one year
2,845,340
3,428,005
2,845,340
3,428,005
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Loans and overdrafts
(Continued)
- 28 -

Within current creditors, there is a loan payable to NSF Wales Limited of £1.9 m (2023: £1.9m) which is repayable on demand. Interest is charged at 1% above the LIBOR rate. Also included within current creditors is a loan payable to NSF International of £683k (2023: £668k), and a loan payable to NSF International UK Limited of £208k (2023: £2 17 k). These loans do not bear any interest and are repayable on demand. The directors do not currently anticipate that the balance s will be recalled within twelve months of the balance sheet date.

The bank line of credit is with JP Morgan, and bears interest at the on-month LIBOR, plus a spread ranging from 1.00% to 1.75%, depending on NSF's total leverage ratio. This line of credit is guaranteed by NSF International, the ultimate controlling party, and several of its subsidiaries.

19
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
160,418
86,646
-
(87,416)
Tax losses
(80,301)
-
-
80,301
Other timing differences
(20,582)
(2,891)
55,088
70,818
59,535
83,755
55,088
63,703
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
-
-
(75,216)
(87,416)
Tax losses
-
-
80,301
80,301
Other timing differences
-
-
16,566
15,045
-
-
21,651
7,930
Group
Company
2024
2024
Movements in the year:
£
£
Liability/(Asset) at 1 January 2024
20,052
(7,930)
Credit to profit or loss
(16,290)
(13,721)
Other
685
-
Liability/(Asset) at 31 December 2024
4,447
(21,651)
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,113,868
799,729

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. At the balance sheet date, £9 5 k (2023: £79 k) is included in accruals.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
11,614,610
11,614,610
1,161,461
1,161,461

The Ordinary shares each carry full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.

22
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(419,183)
(58,008)
Adjustments for:
Taxation (credited)/charged
(269,129)
77,582
Finance costs
45,154
43,036
Investment income
(80,875)
(54,102)
Loss on disposal of tangible fixed assets
2,356
-
Amortisation and impairment of intangible assets
26,734
26,734
Depreciation and impairment of tangible fixed assets
245,429
227,025
Movements in working capital:
Decrease in stocks
11,116
4,484
(Increase)/decrease in debtors
(191,201)
731,423
Increase in creditors
1,008,802
922,153
Increase/(decrease) in deferred income
91,377
(542,049)
Cash generated from operations
470,580
1,378,278
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
23
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
4,460,786
(109,513)
(80,212)
4,271,061
Borrowings excluding overdrafts
(3,428,005)
600,000
(17,335)
(2,845,340)
1,032,781
490,487
(97,547)
1,425,721
24
Financial commitments, guarantees and contingent liabilities

The company is party to a group VAT registration and is therefore jointly and severally liable for the total amounts due to HM Revenue and Customs by all group companies included within that registration. At 31 December 2024, £687 k (2023: £546 k) was due and payable by NSF Safety and Quality UK Limited.

Audit exemption

NSF Safety and Quality UK Limited has given a statutory guarantee against all the outstanding liabilities of the below listed wholly-owned subsidiar y (registered in England and Wales) under Section 479A of the Companies Act 2006, thereby allowing the subsidiar y to be exempt from the annual audit requirement for the year ended 31 December 2024.

Although the c ompany does not anticipate the guarantee to be called upon, the book values of the guaranteed liabilities, excluding intercompany balances, for the relevant subsidiary at 31 December 2024 and 2023 are set out below:

| 2024 £000 | 2023 £000
NSF Certification UK Ltd (Registered number 03406372) | 4,831 | 5,083

25
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
2024
2023
2024
2023
£
£
£
£
Within one year
52,882
204,394
24,841
136,421
Between two and five years
17,380
88,236
14,634
78,870
70,262
292,630
39,475
215,291
NSF SAFETY AND QUALITY UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
26
Related party transactions

The group companies have taken advantage of the exemptions provided by FRS 102 Section 33, to not disclose transactions and outstanding balances with other companies of the NSF International Group, which are directly or indirectly wholly owned by NSF International.

27
Controlling party

The immediate parent of NSF Safety and Quality UK Limited is NSF International UK Limited, a company registered in England and Wales. Its registered address is Hanborough Business Park, Long Hanborough, Oxfordshire, OX29 8SJ, United Kingdom.

The smallest group for which consolidated financial statements are published is headed by NSF Safety and Quality UK L imited.

The ultimate controlling party and ultimate parent company, and the largest group of companies for which consolidated financial statements are available, is NSF International, a not for profit corporation chartered under the laws of the state of Michigan, USA. Consolidated accounts may be obtained from its registered address. The registered address is N SF International, 789 North Dixboro Road, Ann Arbor, MI 48105, USA.

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