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

The company’s principal business comprises the third party certification of customers' food production activities.

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 company has a loyal client base, and by being part of the international NSF group, shares in the global drive to expand its mission to improve human and planet health.

In 2024, turnover has decreased by 2.5% from £9.5m in 2023 to £9.2m in 2024. The profit before taxes has increased from £1.4m in 2023 to £1.6m in 2024, an increase of 12.5%, as operational efficiencies were leveraged.

Along 2024, the Innovation team within the NSF 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 clients over the last 2 years' period.

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.

We made significant progress in 2024 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.

Since the end of 2022, the Group hired dedicated additional resources to develop new ESG related services and allow our customers to fulfil the needs of the markets they serve. In 2024, we see clearly the positive results on having the right focus on the new ESG related services and ESG reporting. We released the first ESG report in March 2025 for the 2024 period. This is a significant milestone for NSF from the ESG perspective.

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 company’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 company is also gaining additional customers. The principal risks to the company are therefore related to maintaining a competitive position in a mature market.

The company 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.

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

The company will continue to scrutinise the core markets it serves with regular strategic reviews, allowing our innovation teams to focus on 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 company's principal business comprises the third party certification of customers' food production activities.

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company maintains liquidity sufficient to ensure that sufficient funds are available for ongoing operations and future developments. The company also has access to a line of credit, shared with the global NSF group, of $150m. The company does not ordinarily make use of any other form of debt finance.

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

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

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 company mitigates price risk by resisting tendering on price and focusing on the quality and range of services we offer.

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 company and of the profit or loss of the 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 company will continue in business.

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of NSF Certification UK Limited for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

We align ourselves to, but due to our growth funding structure we are not controlled by ACCA members and are therefore not a fully recognised member of, the Association of Chartered Certified Accountants. However, we are subject to its ethical and other professional requirements which are detailed at https://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html.

It is your duty to ensure that NSF Certification UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of NSF Certification UK Limited. You consider that NSF Certification UK Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of NSF Certification UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report is made solely to the board of directors of NSF Certification UK Limited, as a body, in accordance with the terms of our engagement letter dated 2 February 2023. Our work has been undertaken solely to prepare for your approval the financial statements of NSF Certification UK Limited and state those matters that we have agreed to state to the board of directors of NSF Certification UK Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at https://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/technical-factsheet-163.pdf. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than NSF Certification UK Limited and its board of directors as a body for our work or for this report.

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

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

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 479A of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

NSF Certification UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hanborough Business Park, Long Hanborough, Oxfordshire, United Kingdom, OX29 8SJ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• 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 amount, 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;

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

The financial statements of the company are consolidated in the financial statements of NSF Safety and Quality UK Limited. These consolidated financial statements are available from its registered office, Hanborough Business Park, Long Hanborough, Oxford, OX29 8SJ.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. trueThe company has access to a credit line of $150m available to companies in the NSF group. The ultimate parent company, NSF International, has confirmed its intention to support the company. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Turnover represents the supply of services, at 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.

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

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

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 credited or charged to profit or loss.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the 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. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 company’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 when the company has 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.

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.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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.

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.

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 company. Management consider all revenue to be from one class, being certification activities.

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

Their aggregate remuneration comprised:

All of the directors of the company were remunerated by other group companies. No amounts were allocated to the company by the group companies as the directors did not provide any qualifying services for this company.

Directors' advances, credits and guarantees

There were no transactions with directors of the company during the year or the previous year.

The charge for the year can be reconciled to the (loss)/profit per the statement of total comprehensive income as follows:

In the 2023 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 2023 Other debtors and a corresponding increase in the 2023 Prepayments and accrued income, and nil impact on the 2023 profit for the year and equity.

In the 2023 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 2023 Other creditors and a corresponding increase in the 2023 Accruals, and nil impact on the 2023 profit for the year and equity.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company has two classes of ordinary shares which carry no right to fixed income and rank equally in all respects.

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.

The company has 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.

The immediate parent undertaking of the company is NSF Safety & Quality UK Limited. The smallest group within which the company belongs and for which consolidated financial statements are prepared is headed by NSF Safety & Quality UK Limited, the financial statements of which are published at Companies House. Its registered address is: Hanborough Business Park, Long Hanborough, Oxfordshire, OX29 8SJ, United Kingdom.

The largest group of companies within which the company belongs and for which consolidated financial statements are available is that headed by NSF International, the ultimate controlling parent and the ultimate controlling party. NSF International is a not for profit corporation chartered under the laws of the state of Michigan, USA. Consolidated financial statements are can be obtained from its registered address: NSF International, 789 North Dixboro Road, Ann Arbour, MI 48105, USA.