The directors present the Strategic report for the year ended 31 December 2024.
The group’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 group has a loyal client base, and by being part of the NSF International Group, shares in the global drive to expand its mission to improve human and planet health.
The group 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 £0.2m to £30.2m 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 group 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 2024 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 group has seen increasing scores particularly in employee engagement. The NSF group 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 group 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. |
Financial risk management objectives and policies are outlined in the Directors’ report.
The demand for the group’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 group is gaining additional customers. The principal risks to the group 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.
The group 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.
The group 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
The directors present their annual report and financial statements for the year ended 31 December 2024.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The directors have reviewed the consolidated net current liability position of £4,246k (2023: £3,897k) and the net liability position of £2,199k (2023: £1,681k) 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 company 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 company 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.
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 $150m.
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.
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).
Basis for 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
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' report 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.
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.
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.
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.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:
Reviewing the controls set in place by management;
Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;
Challenging management assumptions with regard to accounting estimates; and
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.
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.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’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.
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.
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 amounts 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, interest 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.
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 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.
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 £4,246k (2023: £3,897k) and the net liability position of £2,199k (2023: £1,681k) 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 group also has access to a line of credit, shared with the global NSF group, of $150m which further supports this opinion.
The group'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 company, 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.
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.
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.
In 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.
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.
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, 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 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.
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.
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.
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.
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 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.
Financial liabilities are derecognised when the group's/company's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
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.
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.
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.
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.
The following judgement (apart from those involving estimates) has had the most significant effect on amounts recognised in the financial statements:
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).
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:
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 directors are of the opinion that no impairment is required at this stage. The carrying value of investments is set out further in note 13.
Having taken into consideration the historic and current levels of bad debts, the directors consider it appropriate to have a specific bad debt provision in place. The directors' 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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
During both 2024 and 2023, all 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.
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:
Details of the company's subsidiaries at 31 December 2024 are as follows:
On 12 March 2024, the dormant subsidiary NSF Agriculture UK Limited was dissolved.
In the 2023 group financial statements, royalty debtors 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 2023 profit for the year and equity.
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.
Within current creditors, there is a loan payable to NSF Wales Limited of £1.9m (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: £217k). These loans do not bear any interest and are repayable on demand. The directors do not currently anticipate that the balances 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.
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:
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, £95k (2023: £79k) is included in accruals.
The Ordinary shares each carry full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.
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, £687k (2023: £546k) 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 subsidiary (registered in England and Wales) under Section 479A of the Companies Act 2006, thereby allowing the subsidiary to be exempt from the annual audit requirement for the year ended 31 December 2024.
Although the company 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 |
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:
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.