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← Marine Stewardship Council

2025-03-31-accounts

MARINE STEWARDSHIP COUNCIL

(A company limited by guarantee)

TRUSTEES’ REPORT AND CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31[ST] MARCH 2025

Registered Charity No: 1066806 Registered Company: 3322023 Registered Office: Marine House 1-3 Snow Hill London EC1A 2DH

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CONTENTS

Page

Trustees’ Report and Strategic report:

Financial review and results for the year
Risk Management
Reserves Policy
Investment Policy
Plans for Future Periods
•Reference and Administration 18
•Trustees Responsibilities 19
Independent auditor’s report 20 to 22
Consolidated statement of financial activities 23
Charity statement of financial activities 24
Consolidated and charity balance sheet 25
Consolidated cash flow statement 26
Notes to the financial statements 27 to 41

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TRUSTEES’ REPORT AND STRATEGIC REPORT

The Trustees of The Marine Stewardship Council (MSC) present their Annual Report for the year ended 31 March 2025 under the Charities Act 2011 and the Companies Act 2006, including the Directors’ Report and the Strategic Report under the 2006 Act, together with the audited financial statements for the year.

STRUCTURE, GOVERNANCE AND MANAGEMENT

INTRODUCTION

The (MSC) is a company limited by guarantee (company number 3322023) and is registered as a charity with the Charity Commission (number 1066806). The Charity is constituted through a Memorandum and Articles of Association dated 17 February 1997, as amended.

The overall objectives of the MSC as set out in the Memorandum are “to conserve the marine and freshwater environments for the benefit of the public and to advance public education in the principles and practices of conservation, particularly, but not exclusively by:

The MSC’s mission is to use its fishery certification program and eco-label to contribute to the health of the world’s oceans by recognising and rewarding sustainable fishing practices, influencing the choices people make when buying seafood and working with a range of partners to transform the seafood market to a sustainable basis.

The Trustees have prepared this report in accordance with Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Companies Act and the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard in the UK and Republic of Ireland (FRS 102) – effective 1st January 2019.

THE TRUSTEES’ MANAGEMENT AND STRUCTURE

The MSC is governed by a Board of up to nine Trustees, elected by the Board. Members are appointed based on expertise and skills identified as key to the Board’s successful operation, also taking into account a range of demographic considerations. A Board Code of Conduct and Conflict and Declaration of Interest Policy is in place. Trustees are appointed for a term of three years, and may be invited to serve a maximum of two terms.

The Executive (and thence the Board) receives advice from two advisory bodies that are an integral part of the MSC's governance structure. The Technical Advisory Board, which may have a maximum of 15 members, is made up of scientists and technical experts and provides the Board and Executive with advice on setting, reviewing and implementing the organisation’s standards for sustainable fisheries and chain of custody and related issues. The Stakeholder Advisory Council comprises up to 17 members including representatives from the seafood industry, conservation community, market sector and academia. It provides advice to the Executive and the Board and input into the MSC’s review processes, ensuring these are representative of a wide range of views and opinions.

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Many Trustees are involved in the specialist aspects of the MSC's program and work. The Board delegates some of its work to standing committees and ad hoc work groups. The Finance Committee oversees MSC’s financial operations, examining periodic management accounts and recommending the annual budget to the Board; it also reviews the MSC’s investments and certain fundraising activities. The Development Committee’s focus is to help shape fundraising strategy. A Governance Committee has been established to provide advice to the MSC Board regarding governance arrangements for the Board of Trustees, Technical Advisory Board and Stakeholder Advisory Council and MSC’s subsidiary companies. The Audit & Risk Committee is responsible to the MSC Board for ensuring that the MSC has in place a robust framework for financial accountability and financial control, suitably qualified external auditors, and an adequate and effective corporate risk management and assurance framework, and also that MSC is compliant with relevant financial and audit regulations. It also fulfils this function for MSC’s subsidiary boards.

The range of these committees provides for robust governance and is vital to the complex and sensitive work of the organisation.

The Board seeks new Trustees through a transparent external recruitment process as vacancies arise, through open, public advertisement and formal interview of shortlisted candidates. The Governance Committee of the Board scrutinises the applications (i.e. CV and covering letter) and the outcomes of the candidates’ interviews, before making a recommendation to the Board.

Upon appointment, Trustees receive a Trustees’ Induction pack, including documents such as the latest published financial statements, the Memorandum Articles and of Association, an explanation of Trustees’ roles and responsibilities, the Charity Commission’s guidance on public benefit and fiduciary duty etc. The Board of Trustees also adopted a Code of Conduct for all members of the Board, which the members agree to follow upon appointment to the Board.

MSC wholly owns a subsidiary company, Marine Stewardship Council International Limited (MSCI), which carries out its trading activities, most notably those related to logo licensing. MSC wholly owns a further three subsidiaries (MSC Ltd, MSC Asia Ltd, MSC Asia Pacific Pty) the activities of which help to fulfil MSC’s charitable mission in the Americas, South East Asia and Australia, New Zealand and the wider Pacific. MSCI also has a Chinese registered subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), the activities of which help to fulfil MSC’s charitable mission in China. In 2020, MSC established a non-profit general incorporated association (GIA), Ippan Shadan Hojin MSC Japan, to support its charitable mission in Japan. Towards the end of 2024/25, MSC registered a representative office in China (Shenzhen Province). This registration was dormant at the year end.

The day-to-day operational management of the MSC is delegated by the Board to the Chief Executive Officer (CEO) and the senior executive team (collectively comprising the Executive Committee). The key management team is considered to be the Executive Committee which consists of the CEO, Chief Operating Officer, Chief Standards Officer, Chief Program Officer, and Chief Communications Officer.

The remuneration of the CEO is set jointly by the Chair of the Board and the Chair of the Finance Committee, referencing appropriate market data. The remuneration of the rest of the Executive Committee is set by the CEO in consultation with the COO, based upon independent market data provided by a third-party consultancy.

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THE CHARITY CODE OF GOVERNANCE

The MSC takes its governance responsibilities seriously and, as an international charity, aims to have a governance framework that is fit for purpose, compliant and efficient. In 2017 the new Charity Code of Governance was launched and updated in 2020, with a recommendation that charities review their level of application and to explain any aspects of the code they were not applying. In our review, MSC carried out a detailed examination of each element of the updated Code:

This review found that MSC applies the Code in all material aspects.

The principles of equality, diversity and inclusion are embedded within the MSC and its work, through the leadership of the Board. The Trustees particularly recognise the importance and value of a diverse Board, taking account of this in their Board succession planning and recruitment processes.

BOARD OF TRUSTEE DUTIES UNDER SECTION 172 OF THE UK COMPANIES ACT

DUTIES & RESPONSIBILITIES

The responsibilities of the Board of Trustees under section 172 are summarised as follows:

A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company and have regard (amongst other matters) to:

On joining the MSC Board, all new Trustees are briefed on their duties, and Trustees also receive relevant training and information throughout the period of their term of appointment.

It is important to recognise that the Trustees partly fulfil their duties through a governance framework (including a formal Scheme of Delegated Authorities) that delegates day to day decision-making to the Executive Committee of the Charity. Details of our governance arrangements are outlined in the Trustees Management and Structure on page 3.

The MSC Trustees consider that they have fulfilled their obligations under section 172. The following summarises how this has been achieved.

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RISK MANAGEMENT

We operate in an uncertain and challenging environment, from which emerge a range of risks, many of which are beyond our direct control. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face.

The Board has set in place a robust risk management framework, enabling it to assess and manage both its risk appetite and its current risks and their mitigation. The Audit & Risk Committee is responsible to the MSC Board for ensuring that the MSC has in place an adequate and effective corporate risk management and assurance framework.

For details of our principal risks and uncertainties, see the Risk Management section of the Finance Report on page 13.

STATEMENT OF ENGAGEMENT WITH OUR EMPLOYEES

As a ‘knowledge-based’ organisation, our employees and our ‘Better Together’ culture are critical to the success of the MSC. With this in mind, development and investment in our people is integral to our charity.

Key people initiatives we have set in place, and continue to progress include:

STATEMENT OF MSC’S RELATIONSHIPS WITH STAKEHOLDERS & SUPPLIERS

Independence, transparency, impartiality and multi-stakeholder governance are central to the MSC’s values and commitment to maintain and strengthen world-leading standards.

We work hard to ensure our standards, strategy and decision-making take account of the views, expertise and experience of a wide range of perspectives, from academia and government, the fishery and market sectors, and the environmental NGO community.

Our governance structure therefore involves a wide range of individuals with different perspectives to ensure that the MSC’s decisions are balanced, reflecting many sectors and interests. Stakeholders are included in the membership of the MSC Board itself, the Technical Advisory Board, and Stakeholder Advisory Council (STAC). Indeed, the STAC was specifically established to provide advice and stakeholder perspectives to the Board and Executive. Its membership includes representatives from the seafood industry, conservation community, market sector and academia, and reflects the diverse expertise, experiences, geographies and interests in relation to the work of the MSC.

In addition to our governance bodies, other stakeholder engagement initiatives and activities include:

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We also value all our suppliers (all of whom are selected through robust procurement processes) and the contributions that they make to our organisation.

MSC’S ENVIRONMENTAL PERFORMANCE

The following table sets out MSC’s GHGe (Greenhouse Gas emissions).

UK Office
mandatory
disclosure		 UK Office
mandatory
disclosure		 Non-UK
Office
voluntary
disclosure		 UK and non-
UK voluntary
disclosure
Direct
emissions
(Scope 1)		 Indirect
emissions
(scope 2)		 Indirect
emissions
(scope 2)		 Indirect
emissions
(scope 3)		 2024/25 2023/24
Energy use (kWh) 0 141,276 181,964 0 323,240 287,684
Associated Greenhouse
Gas emissions (tonnes
C02 equivalent) (TCO2e)		 0 29 38 764 831 768
Intensity ratio
(TCO2e/number
employees)		 2.91 3.01

MSC have no direct emissions. The Snow Hill office in London uses electricity as its only energy source.

The mandatory disclosure of indirect emissions relates to the energy use of MSC’s London offices at Snow Hill, which are owned by the Charity and for which the emissions are accurately identified via the billing from the electrical energy supplier. Furthermore, the service engineer’s annual maintenance report for the Snow Hill office air conditioning shows there were no fugitive emissions over the years 2024/25 or 2023/24.

The voluntary disclosure of indirect emissions relates to non-UK MSC offices rented by MSC across the globe, for which the emissions are calculated on a pro-rata basis, based on employee numbers at each overseas location, of the emissions made at MSC’s head office in London.

The UK Government GHG Conversion Factors for Company Reporting is used to convert the energy use (kWh) into tonnes CO2 equivalent.

The voluntary disclosure of Scope 3 indirect emissions represents the emissions arising from business travel necessary for delivering MSC’s charitable activities. The travel reported by MSC’s UK travel agent uses the UK Defra framework to calculate tonnes CO2 equivalent. Other travel, not captured by the UK travel agent, is converted via the MyClimate.org carbon calculator, which states “the emission calculations and assumptions are in line with the European standard DIN EN 16258”.

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As an international organisation, travel for business is an inherent feature of our day-to-day operations for many staff, but we seek always to ensure we only undertake necessary journeys and to do so in a way which minimises our carbon emissions. Where possible, video conference technology is used if a viable alternative to a physical meeting.

MSC will offset the total emissions made during the year. Offset options are investigated by an employee working group who make a recommendation concerning the offset project they would like the MSC to support to the Executive Committee for their approval.

During the year MSC has used a number of long established but ongoing energy-saving initiatives designed to minimise our energy consumption and environmental impact, an important consideration for an environmental organisation such as MSC. These include:

MAINTAINING A REPUTATION FOR HIGH STANDARDS

As an organisation, we operate within a robust governance framework which underpins and enables all aspects of our decision making. Further details on this can be found on page 3.

MSC’s Fisheries Standard is compliant with the highest globally recognised standards laid down by bodies such as the UN’s Food and Agriculture Organisation (FAO), the Global Sustainable Seafood Initiative (GSSI) and ISEAL, the international body for credible standard setters. Indeed, the MSC is the only global wild-capture fisheries certification program that simultaneously meets best practice requirements set by the UN FAO and has been independently evaluated against ISEAL’s Codes of Good Practice.

In order to ensure the highest standards and the credibility of our third-third party certification program, the MSC has set in place a robust assurance system:

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Most importantly, the MSC receives no money for fishery or chain of custody assessments or certifications.

OBJECTIVES AND ACTIVITIES

PUBLIC BENEFIT

The MSC is an international organisation which partners with the environmental, science and funder communities and the seafood industry to pursue an overall charitable purpose of the advancement of environmental improvement, using its fishery certification and eco-labelling program. It does so by recognising and rewarding sustainable fishing practices, influencing the choices people make when buying seafood and working with partners to help to transform the seafood market to a sustainable basis. The MSC believes its work delivers positive environmental impacts for the marine environment, which in turn provides a significant benefit to the public and to the local communities that depend on fishing.

The application of the MSC’s certification program and eco-label empowers seafood buyers, both major retailer buyers and individual consumers, to make better and more informed choices when buying seafood. The effect is one that rewards in the marketplace those fisheries that follow responsible practices. In turn, this creates the incentives for fisheries around the world to meet the MSC's standard for environmentally responsible and sustainable fishing. In doing so they will have to demonstrate to third party certifiers that they are operating in a way that helps to ensure the long-term sustainability of the fish stocks they are targeting, and that they respect the ecosystems in which they operate. As the reach of the MSC’s program expands globally, the public will, increasingly, be able to identify the best environmental choice in seafood and will be more empowered to play their role in creating a sustainable marine environment. With the marine environment under considerable threat, particularly in the face of climate change, all those that value and derive benefit from the oceans and marine resources stand to benefit from the work of the MSC.

Community groups and other sub-sets of the public that are dependent on the long-term resilience of fisheries and the resulting creation of sustainable livelihoods, in particular, stand to benefit from the realisation of the MSC’s aims through increased economic development, food security and resilience in the face of climate change.

The Trustees confirm that they have complied with their duty in Section 17 of the Charities Act 2011 to have due regard to the public benefit guidance published by the Charity Commission of England and Wales. The Trustees further confirm that the activities of the Charity are carried out, in line with its objects, for the public benefit as described above.

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STRATEGIC REPORT

ACHIEVEMENT AND PERFORMANCE

The expenditure for charitable activities during the current year can be viewed in Note 5 of the accounts, where the charitable activities are grouped together under four activity headings: development of policy and the maintenance of the standards, education and raising awareness of the issue of over fishing and MSC’s role as one of the potential solutions, servicing fisheries and commercial partners that are already engaged in the program as well as outreach to potential new partners in developing regions and beyond, and logo licensing, which increases the transparency in the supply chain allowing consumers to choose seafood caught sustainably and so incentivise sustainability.

We continue to place particular emphasis on maintaining our strong outreach with fisheries, and retailers, and increasing our engagement with governments and non-government organisations around key areas for change. The MSC’s certification program and eco-label have make it easier for major seafood buyers and consumers to choose certified sustainable seafood, providing both a reward and an incentive for fisheries to harvest sustainably—our theory of change. With our many partners, the MSC continues to pursue the goal of healthy oceans and sustainable seafood markets globally.

By the end of March 2025, 18.9% of the global wild caught seafood is certified to the MSC Fisheries Standard, an increase from 18% at 31 March 2024, and a total of 20.6% of global wild caught seafood representing over 16 million tonnes is engaged in the MSC Program. The species groups with the greatest catch volume by MSC engaged fisheries include 'cods, hakes and haddocks’ and ‘tunas, bonitos and billfishes’.

A growing global market for MSC-certified seafood is demonstrably rewarding environmentally responsible fisheries and providing incentives for more to join the program and make changes in their practices where necessary. At the end of March 2025, over 21,800 MSC labelled products (consumer facing) were actively on sale in over 100 countries, an increase of almost 1000 new active products compared to the previous year (approx 20,850 active products). The net increase in volume labelled products has been led by a significant increase in labelled tuna products, as well as general growth in In North America, Asia, Southern Europe, and Central Europe for labelling frozen, chilled, and canned products containing whitefish, tuna, and pelagic species. This growth was offset by a stabilisation of growth in saturated North and Western European markets, and the loss of labelled products containing seafood from fisheries that lost certification (including mackerel and herring)

The total number of fisheries engaged in the program (i.e. certified, suspended, in assessment or in ITM) at 1,379 is similar to that of the previous year (1,361) with a further 69 fisheries in full assessment.

Chain of Custody Standard

The MSC Chain of Custody (CoC) program is the backbone of seafood traceability in the MSC Program. For products to be sold with the MSC ecolabel, every company in the supply chain must be certified against the MSC Chain of Custody Standard. The Standard provides assurance that all seafood sold with the MSC ecolabel comes from a fishery that has been certified as sustainable. At each stage of the supply chain, MSC certified seafood must be easily identifiable and kept separate from uncertified products. Companies handling MSC certified seafood are also required to have a management system capable of proving the product is certified at the point of purchase, and eligible for sale as certified.

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The total number of Chain of Custody certificate holders has grown, increasing from 2,549 in 2013 to 5,944 at March 2024 but remained steady at 5,962 at March 2025. This annual growth rate has steadily diminished from around 13% between 2016 and 2018, to 2.5% between 2022 and 2024. China continues to have the most certificate holders, followed by the USA, Japan, Germany France and Spain all ahead of the UK in 7[th] place.

The MSC’s current CoC Standard is widely considered to be good practice and continues to ensure that key risks such as product substitution are controlled, monitored and minimised. Our vision is to ensure that the MSC’s CoC system has improved accessibility and efficiency of engagement for all levels of the supply chain. During 2025/2026 we are undertaking a Supply Chain Standard Review which aims to improve the accessibility of the Chain of Custody Standard by reducing complexity and clarifying requirements for different supply chain actors.

Fishery Standard

As of 31 March 2025, 1,175 units of certification[1] in 63 countries had been certified as sustainable to the MSC Fisheries Standard (up from 1,118 at 31 March 2024), demonstrating certified fisheries’ commitment to healthy ecosystems and the long-term sustainability of fish stocks. A further 69 units were in assessment. As of 31 March 2025, more than 2300 sustainability improvements had been made by MSC fisheries over the years, with 558 improvements alone being made over the preceding three years to 2025.

In addition, hundreds of fisheries around the world are engaged in Fishery Improvement Projects (FIPs), including MSC’s own Pathway projects and MSC Improvement Program. MSC’s Pathways projects help to move fisheries along the path towards greater sustainability and ultimately, where possible, certification as part of our commitment to work with drive sustainable fishing on a wider scale (see also below Ocean Stewardship Fund).

This year marked the formal launch of the MSC Improvement Program (formerly InTransition to MSC Program) which supports fisheries of all sizes and all locations that are committed to achieving certification, but not yet ready to enter assessment against the Fisheries Standard. The program requires fisheries to seek regular independent verification of the improvements being made as they progress towards meeting the Standard. This enables fisheries to demonstrate the credibility of their commitment to sustainability. Financial Year 2024/25 marked a key milestone with the first fishery achieving certification after entering the Improvement Program in 2020/21.

Fisheries that are new entrants to the MSC Program are able to use version 2.01 of the Fisheries Standards until July 2026, and existing fisheries have until November 2030 to adopt the updated version 3.1. The exception to the timeline extension is fisheries applying Section SE focused on harvest control rules, which must apply Version 3.1 at their next assessment.

We continue to monitor carefully the implementation of the updated Standard (v3.1) and to undertake targeted revisions to ensure the Standard achieves the outcomes intended.

Underpinning all this work, is our fundamental focus on achieving MSC’s mission of ending overfishing, by recognising and rewarding sustainable fishing practises through our ecolabel and fishery certification program.

1 A unit of certification refers to the target stock(s) combined with the fishing method/gear and practice (including vessel/s) pursuing that stock.

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Growth of the MSC’s Ocean Stewardship Fund

The MSC Ocean Stewardship Fund (OSF) aims to increase the proportion of global fisheries operating in a sustainable way by providing financial support in the form of grants or other financial instruments to certified fisheries and for fisheries in MSC’s Improvement Program. The OSF was first announced in November 2018, along with a £1 million seed fund allocated from MSC’s unrestricted reserves to help kickstart the Fund. The Board of Trustees then formally approved the OSF on 30 July 2019 and agreed to designate 5% of MSC’s annual volume royalties to the OSF for the foreseeable future.

Since its inception, the Ocean Stewardship Fund has mobilised £10.5 million (77% from MSC Royalties and 23% from external donor contributions), awarded and committed £7.4 million and is supporting 200 Fisheries and projects worldwide, 90 of these in developing economies.

In 2024/25 OSF made 72 awards (supporting 85 fisheries and projects) at a value of £1.8 million, and a significant increase compared to 2023/24 (40 awards at a value of £1.4million). This was made possible by a generous donation from the Hans Wilsdorf Foundation, which had been carried over since 2021.

CHARITABLE FUNDRAISING

The MSC employs an international staff of five full time employees who are tasked with delivering MSC’s fundraising plan, stewarding philanthropic income, and managing and administering the Ocean Stewardship Fund (OSF).

The MSC is registered with the UK Fundraising Regulator and voluntarily observes the UK Charity Commission’s Code of best practices. This includes complying with any relevant statutory accounting and reporting requirements on fundraising. Fundraising staff at the MSC are overseen and monitored by both senior management. The Development Committee of the Board of Trustees provides strategic advice on an ad hoc basis. The MSC does not employ external commercial fundraising consultants or similar commercial services, nor did the MSC receive any complaints around fundraising, or the staff engaged in fundraising in 2024/25.

The MSC undertook no active fundraising from the general public requiring disclosure under S162A of the Charities Act 2011 in the past financial year (2024/25) and had no campaigns or other active attempts to fundraise from the general public. The majority of MSC’s charitable income continues to come from institutional sources (foundations/trusts and government bodies) that are not domiciled in the United Kingdom (see below). While the MSC does not actively fundraise from individuals, the organisation does receive a small number of donations and is in full compliance with the General Data Protection Regulation (GDPR) rules in respect of personal data.

Support from Funders

The MSC is very grateful for our many charitable donors across the globe for the support they have given us this past year and since our founding. This year we continue to implement projects that have received generous support in previous years from the Walton Family Foundation for work in Mexico and on social policy; the A.G. Leventis Foundation for work in Greece; the Remmer Foundation for a grant to work with small-scale fisheries in Kenya; Triad Foundation to support Canadian Pathways, and Holzer Family Foundation. Our new capital markets programme receives generous support from the ISEAL Innovations

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Fund, and our work with Certifications and Ratings collaboration is supported by the Aquaculture Stewardship Council.

We are grateful for financial support received through the Global Environment Facility (GEF) that enables work on strengthening the management of tuna fisheries in the Pacific region under the Common Oceans Tuna Project led by UN Food and Agriculture Organization (UN FAO). Finally, we are grateful for support from DEFRA (Fisheries and Seafood Scheme) and Fishmongers' Company's Charitable Trust’s support to MSC UK & Ireland activities and Project UK, as well as support from the UK retail sector and members of the supply chain.

The MSC Ocean Stewardship Fund continues to support and monitor the progress of projects supported by generous grants in previous years made with support from the MAVA Foundation to help small-scale fisheries in the Mediterranean and West Africa; from the Walton Family Foundation to establish a loan guarantee facility, and from the Hans Wilsdorf Foundation. We would also like to thank Carrefour Italy and Delicius for their generous support towards research projects that will continue to be implemented throughout 2025/26.

FINANCIAL REVIEW AND RESULTS FOR THE YEAR

Total group income in 2024/25 was £33.73 million compared to £33.08 million in the previous year. Income from charitable activities (that is, largely logo licensing royalty and annual fee revenue) amounted to 93.6% of total income (2023/24 92.8%).

Income from donations and legacies was £0.25 million in 2024/25, down 72% from the £0.91 million received in 2023/24. A new Director of Fundraising was appointed towards the end of 2024 following the untimely passing of their predecessor in August 23, leading to expectations for donated income to start to increase once more in the future. Note 2 to the accounts shows a further breakdown of voluntary income.

Income from charitable activities, consisting largely of royalty income and annual fees, increased overall by 2.9% from £30.7 million in 2023/24 to £31.59 million in 2024/25. Annual fees increased by 1% to £3.03 million (2023/24 £3.00 million). Volume royalty increased by 3.3% to £28.25 million (2023/24 £27.34 million).

Income from investments was £1.19 million (2023/24 £0.77 million). The net gain on the investment portfolio (that is, the increase in market valuation of the investments at the yearend) amounting to £0.44 million (2023/24 gain £1.56 million) are excluded from investment income and are disclosed separately on the Statement of Financial Activities as “Gains / (Losses) on revaluation of fixed asset investments”.

Expenditure totalled £34.82 million in 2024/25, up 11% from £31.37 million in 2023/24.

Staff costs increased by 8.8% to £18.64 million from £17.14 million. The average number of employees in the year increased to 267 in 2024/25 (2023/24 255).

Expenditure on raising funds for the MSC’s fundraising activities increased by 15.9% to £0.80 million (2023/24 £0.69 million), the increase arising from the recruitment of the Fundraising Director in the autumn of 2024.

Note 5 to these accounts provides a breakdown of costs incurred in furtherance of the Charity’s objectives and shows a year-on-year increase in spend on the MSC’s charitable activities of 10.9% to £34.02 million (2023/24 £30.68 million).

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Governance costs increased by 3% to £0.99 million (2023/24 £0.96 million). Governance costs also include the audit fee, the cost of holding Board meetings and other Board relevant costs (such as legal fees on corporate wide legal issues) as well as an allocation of relevant staff salary costs. Governance costs are 2.8% of total MSC income.

Losses upon revaluation of foreign assets amounted to £0.06 million (2023/24 loss £0.14 million). This gain or loss arises from the revaluation of the net assets held by the MSC’s overseas subsidiaries.

The MSC ended the year in a sound financial position.

The overall deficit for the year of £0.7 million decreased total reserves going forward to £44.56 million. £1.45 million of this carry forward reserve are restricted funds, reducing by £1.08m over the year, £3.55 million are funds designated to OSF and Fishery Standard version 3 implementation activities and £39.55 million are unrestricted. The surplus in the year on unrestricted reserves was £015 million.

Cash balances (including cash investments of £5.03 million) totalled £10.23 million (2023/24 £12.84 million).

RISK MANAGEMENT

The Trustees address at least annually the risks that face the Company and adopt responses to minimise the risks identified.

The major risks identified are:

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The Trustees review the risks regularly, and they believe that there are adequate systems in place to minimise them.

RESERVES POLICY

The Trustees believe that it is generally good practice to hold reserves to protect against funding and other financial difficulties.

As an international non-profit organisation, the Board has recognised that the underlying operational risks MSC is facing are increasing. Fishing supply chains are complex and global and can be undermined by geopolitical uncertainty (i.e. regional conflicts). Global warming further disrupts traditional patterns of fishing which can undermine regional agreements concerning levels of catch. Consumer preference for sustainably caught seafood can be undermined by economic turmoil resulting in high food price inflation.

This is important because certified fish entering the supply chain is the fuel that facilitates the generation of ecolabel royalty income for the MSC, via its trading subsidiary MSCI. While royalty income is therefore diversified across many certified fisheries, MSC certification can be lost or withdrawn. Similarly, royalty income is dependent upon the use of the MSC’s ecolabel on a pack, which is an entirely voluntary decision made by the brand owner, not the MSC. Should royalty income unexpectedly decline, it may be necessary to realign expenditure to income. Reserves are therefore held to allow time for this realignment to take place and to cover the costs of such a fundamental restructuring in the event of a major downturn.

While royalty income makes up the overwhelming majority of MSC’s incoming resources MSC does strive to be awarded voluntary grants and donations from a relatively small number of supportive trusts, foundations and statutory funders. The financial impact should a donor decide to phase out its support could still be material. The MSC is striving to diversify its charitable donor base resulting in speculative and, more often than not, restricted income being included in the MSC’s budgets. Holding reserves ensures confidence that such target income can be given time to be nurtured without detrimentally effecting the MSC’s operations.

The reserves also cover the exchange rate risk implicit in the MSC’s income and expenditure patterns, as well as the risk of losses arising from liquidating fund investments that form a major part of the MSC’s unrestricted reserves, in the unlikely circumstance that these investments are needed to fund day to day operational expenditure. Finally, the MSC’s short term cash flow requirements (i.e., its “working capital”) are also covered by reserves.

The Board has quantified the makeup of reserves against each of the above-named risks and concluded, in total, the unrestricted “free” reserve should be set between a minimum of 9 months and a maximum of 12 months of the following year’s budgeted expenditure.

Should an excess of “free” reserve be building up above the 12-month ceiling, the Board will give consideration to investing all the surplus free reserves, or an appropriate proportion, in the following areas:

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This reserves policy was adopted by the Board of Trustees in March 2024 and its appropriateness is continually monitored.

The MSC ended the year with unrestricted reserves of £39.55 million (see note 20). Once intangible assets and tangible fixed assets of £4.2 million (see notes 10 and 11), free reserves amounted to £35.35 million (2023/24 £34.8 million). This equates to 12.15 months of the Board approved unrestricted expenditure budget for 2025/26 (£34.9 million), down from 12.6 months reported for the previous year.

INVESTMENT POLICY

The general objective of holding investments is so the MSC’s reserves generate a return that would be greater than the return that could be obtained if the reserves were held as interest bearing cash deposits. Over the two funds, the expected return is approximately 6%, while at the time of writing the actual return since inception is 6% for Northern Trust managed funds and 7.4% for UBS managed funds.

Fixed asset investments are held in investment funds managed by Northern Trust and UBS. The intention is for these investments to be held long term, within a balanced and diversified portfolio, and that the MSC will not need to liquidate the investment in the foreseeable future. Both investment managers have delegated authority to make investment decisions, within a framework of pre-defined portfolio parameters, in response to market movements.

The Northern Trust portfolio covers equities, fixed income securities, real estate, and commodities. The equity element (the majority of the investment) is invested in Socially Responsible Investment (SRI) funds. The SRI funds mirror Morgan Stanley Capital International Ethical, Social and Governance indexes (namely the MSCI World ESG index and the MSCI US IMI index) to guide investment opportunities in equities screened for ESG criteria.

The investment fund managed by UBS consists of a mix of fixed income securities and equities, weighted towards equities. UBS use third party rating providers MSCI Research, Inrate or Oekom to allocate to each holding an ESG score and to provide MSC with a portfolio with an overall sustainability profile.

Current asset investments are all held as cash deposits.

PLANS FOR FUTURE PERIODS

MSC’s goal of sustainable fisheries supporting healthy and productive ocean ecosystems remains unchanged, and we believe that our existing goal of engaging over a third of global landings in the MSC program by 2030, is not only achievable, but essential. Achievement of this ambitious goal through the engagement and leadership of our partners will make a significant contribution to the delivery of the United Nations Sustainable Development Goal 14 targets.

16

In 2023, we launched our fourth Integrated Strategic Plan, which defines the organisation’s priorities and activities until 2030 towards the achievement of our 2030 goal. Under this Plan, the MSC will continue to maintain world-leading Standards for sustainable fishing while expanding market opportunities that incentivise more sustainable fishing globally.

To help fisheries fund their continuous improvement, the MSC is expanding its Ocean Stewardship Fund while also opening up its MSC Improvement Program to all fisheries. In addition, we are accelerating progress and increasing the number of sustainable fisheries worldwide by funding innovative research and supporting fisheries at all stages on the path to sustainability.

17

REFERENCE AND ADMINISTRATION

Trustees and Directors of the Marine Stewardship Council (MSC) :

Mr Giles Bolton Chair Appointed
as
Chair
February 24
Ms Birgit Cameron Appointed April 24
Ms Maria Damanaki Development Committee Chair Appointed July19
Mr Kristjan Th. Davidsson Treasurer and Finance Committee Chair Appointed July21
Ms Mikel Durham MSCI Board Chair Appointed July23
Dr Darian McBain Appointed July23
Mr Edward Njoroge Audit & Risk Committee Chair Appointed July23
Dr Kevin Stokes Appointed July20
Dr Sergio Espejo Yaksic Appointed July23

The Trustees of the MSC are the charity’s Trustees under charity law and are the directors of the charitable company.

Principal Office & Registered Office : Marine House, 1 - 3 Snow Hill, London, EC1A 2DH

Principal Officers – the Executive Committee

Mr Rupert Howes Chief Executive Officer Dr Alene Wilton Chief Operating Officer Dr Rohan Currey Chief Science & Standards Officer (resigned 21 June 24) Mr Nicolas Guichoux Chief Program Officer Ms Ishbel Matheson Chief Communications Officer

Advisers

Auditors: Crowe U.K. LLP, 55 Ludgate Hill, London, EC4M 7JW Bankers: HSBC Plc, 165 Fleet Street, London, EC4A 2DY Solicitors: DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP

Investment managers:

Northern Trust Company, 50 South Lasalle Street, Chicago, IL 60680, USA UBS, 1 Finsbury Avenue, London, EC2M 2AN

18

TRUSTEES’ RESPONSIBILITIES

The Trustees are responsible for preparing the Trustees’ Report, the Strategic Report, and the financial statements in accordance with applicable laws and regulations.

Company law requires the Trustees to prepare financial statements for each financial year in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards) and applicable law.

Under company law the Trustees 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 charitable company and of its net incoming resources for that period. In preparing these financial statements, the Trustees are required to:

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

S 418 CONFIRMATION

Each of the Trustees at the date of approval of this report confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of section 418 under Companies Act 2006.

This Annual Report of the Trustees, under the Charities Act 2011 and the Companies Act 2006, was approved by the Board of Trustees on 29 July 2025 including approving in their capacity as company directors the Strategic Report contained therein, and is signed as authorised on its behalf by:

Mr Giles Bolton Chair of the Board of Trustees

Date 29 July 2025

19

Independent Auditor’s Report to the Members of Marine Stewardship Council

Opinion

We have audited the financial statements of Marine Stewardship Council (‘the charitable company’) and its subsidiaries (‘the group’) for the year ended 31 March 2025 which comprise the Consolidated Statement of Financial Activities, Charity Statement of Financial Activities, Consolidated and Charity Balance Sheets, Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 trustees' 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 charitable company's or the group’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 trustees with respect to going concern are described in the relevant sections of this report.

Other information

The trustees are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 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

20

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report included within the trustees’ report.

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

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement, the trustees (who are also the directors of the charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the charitable 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 trustees either intend to liquidate the charitable 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.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the charitable company and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, the Charities Act 2011 together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit

21

procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s and the group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation, employment legislation and taxation legislation. We also considered compliance with local legislation for the group’s overseas operating segments.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within the recognition and classification of income and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Audit & Risk Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission and reading minutes of meetings of those charged with governance. In respect of the recognition and classification of income, substantive sample testing was undertaken to ensure that the transactions occurred, were recognized accurately, completely, in the correct financial year and classified correctly in the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.

Use of our report

This report is made solely to the charitable 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 charitable 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 charitable company and the charitable company’s members as a body for our audit work, for this report, or for the opinions we have formed.

Julia Poulter

Senior Statutory Auditor For and on behalf of Crowe U.K. LLP Statutory Auditor London

9 September 2025

22

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MARCH 2025

Notes
Income
Donations and legacies
2
Income from charitable activities
Income from investments
3
Other trading activities
Total Income
Expenditure
Expenditure on raising funds
4
Expenditure on charitable activities
5
Total Expenditure
Net income before transfers and other gains
and losses
Gain / (Loss) on revaluation of fixed asset
investments
12
Net income before transfers
Gain / (Loss) on revaluation of foreign assets
Transfers between funds
Net movement in funds
Funds at 31st March 2024 (31st March 2023)
Funds at 31st March 2025 (31st March 2024)		 General
Designated
Restricted
Funds
Total Funds
2025
£'000
£'000
£'000
£'000
10
0
243
253
31,591
0
0
31,591
1,194
0
0
1,194
696
0
0
696
33,491
0
243
33,734
774
17
5
796
31,010
1,758
1,255
34,023
31,784
1,775
1,260
34,819
1,707
(1,775)
(1,017)
(1,085)
442
0
0
442
2,149
(1,775)
(1,017)
(643)
(62)
0
0
(62)
(1,935)
1,993
(58)
0
152
218
(1,075)
(705)
39,402
3,336
2,525
45,263
39,554
3,554
1,450
44,558
UNRESTRICTED FUNDS		 General
Designated
Restricted
Funds
Total Funds
2024
£'000
£'000
£'000
£'000
446
21
439
906
30,707
0
0
30,707
737
24
12
773
694
0
0
694
UNRESTRICTED FUNDS
32,584
45
451
33,080
609
81
0
690
28,877
1326
473
30,676
29,486
1407
473
31,366
3,098
(1,362)
(22)
1,714
1,563
0
0
1,563
4,661
(1,362)
(22)
3,277
(144)
0
0
(144)
(2,878)
2,842
36
0
1,639
1,480
14
3133
37,763
1,856
2,511
42,130
39,402
3,336
2,525
45,263

There were no recognised gains or losses other than those included in the Statement of Financial Activities. All Income and Expenditure derive from continuing activity.

23

CHARITY STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MARCH 2025

Notes
Income
Donations and legacies
GiftAid received from trading subsidiary
Income from charitable activities
Income from investments
Other trading activities
Total Income
Expenditure
Expenditure on raising funds
Expenditure on charitable activities
Total Expenditure
Net income before transfers and other gains
and losses
Gain / (Loss) on revaluation of fixed asset
investments
Net income before transfers
Transfers between funds
Net movement in funds
Funds at 31st March 2024 (31st March 2023)
Funds at 31st March 2025 (31st March 2024)		 General
Designated
Restricted
Funds
Total Funds
2025
£'000
£'000
£'000
£'000
1
0
215
216
17,307
0
0
17,307
8,564
0
0
8,564
1,194
0
0
1,194
31
0
0
31
27,097
0
215
27,312
774
17
5
796
24,863
1,758
1,090
27,711
25,637
1,775
1,095
28,507
1,460
(1,775)
(880)
(1,195)
442
0
0
442
1,902
(1,775)
(880)
(753)
(1,935)
1,993
(58)
0
(33)
218
(938)
(753)
39,291
3,336
2,458
45,085
39,258
3,554
1,520
44,332
UNRESTRICTED FUNDS		 General
Designated
Restricted
Funds
Total Funds
2024
£'000
£'000
£'000
£'000
439
21
387
847
16,721
0
0
16,721
8,256
0
0
8,256
737
24
36
797
18
0
0
18
UNRESTRICTED FUNDS
26,171
45
423
26,639
609
81
0
690
20,078
1,326
2,957
24,361
20,687
1,407
2,957
25,051
5,484
(1,362)
(2,534)
1,588
1,563
0
0
1,563
7,047
(1,362)
(2,534)
3,151
(2,878)
2,842
36
0
4,169
1,480
(2,498)
3,151
35,122
1,856
4,956
41,934
39,291
3,336
2,458
45,085

There were no recognised gains or losses other than those included in the Statement of Financial Activities. All Income and Expenditure derive from continuing activity.

24

CONSOLIDATED AND CHARITY BALANCE SHEET

as at 31 March 2025

Group Group Group Group Charity Charity
Note 2025 2025 2024 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Fixed Assets
Intangible 10 921 1,247 921 1,247
Tangible assets 11 3,288 3,331 3,274 3,322
Investments 12 22,621 21,212 22,764 21,355
26,830 25,790 26,959 25,924
Current Assets
Investments 13 5,032 5,729 5,032 5,729
Debtors 14 11,771 10,777 13,358 13,299
Cash at bank and in hand 5,199 7,108 1,831 2,633
22,002 23,614 20,221 21,661
Creditors: Amounts falling due within one year 15 (4,093) (3,676) (2,702) (2,078)
Net current assets 17,909 19,938 17,519 19,583
Creditors: Amounts falling due after more than one year 16 (181) (465) (146) (422)
Total assets less total liabilities 44,558 45,263 44,332 45,085
Funds
Unrestricted funds - General Funds 39,554 39,402 39,258 39,291
Unrestricted funds - Designated Funds 3,554 3,336 3,554 3,336
Restricted funds 1,450 2,525 1,520 2,458
Total Funds 44,558 45,263 44,332 45,085

The financial statements on pages 23 to 41 were approved and authorised for issue by the Trustees on 29[th] July 2025 and signed on their behalf by:

Mr Giles Bolton Company Registration Number 3322023

Chair of the Board of Trustees

25

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE GROUP FOR THE YEAR ENDED 31 MARCH 2025

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE GROUP
FOR THE YEAR ENDED 31 MARCH 2025
Statement of cash flows
Cash flows from operating activities:
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Dividends, interest and rents from investments
Proceeds from the sales of property, plant and equipment
Purchase of property, plant and equipment
Proceeds from sale of investments
Purchase of investments
Net cash (used in)/ provided by investing activities
Cash flows from financing activities:
repayments of borrowings
Net cash provided by (used in) financing activities
Change in cash and cash equivalents in the reporting period
Cash and cash equivalents at the beginning of the reporting period
Cash and cash equivalents at the end of the reporting period
Reconciliation of net income / (expenditure) to net cash flow from
operating activities
Net income / (expenditure) for the reporting period (as per the statement
of financial activities)
Adjustments for:
Amortisation and depreciation charges
FX on Foreign Assets
Net unrealised (gain) / loss and other movements on investment
Dividends, interest and rents from investments
(Profit) / Loss on the sale of fixed assets
(Increase) / decrease in debtors
Increase / (decrease) in creditors
Net cash (used in) / provided by operating activities
Analysis of cash and cash equivalents
Cash in hand
Notice deposits (less than 3 months)
Total cash and cash equivalents		 2025
2024
£'000
£'000
(1,924)
2,785
1,194
773
0
1
(655)
(574)
4,780
2,907
(6,001)
(3,434)
(682)
(327)
0
0
0
0
(2,606)
2,458
12,837
10,379
10,231
12,837
2025
2024
£'000
£'000

(705)
3,133
1,025
811
186
156
(374)
(1,730)
(1,194)
(773)
(1)
0
(994)
1,200
133
(12)
(1,924)
2,785
2025
2024
£'000
£'000
5,199
7,108
5,032
5,729
10,231
12,837

26

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025

1. Accounting policies

Marine Stewardship Council is a Public Benefit Entity registered as a charity in England and Wales and a company limited by guarantee. It was incorporated on 17[th] December 1997 (company number 3322023) and registered as a charity on 10[th] December 1997 (charity number 1066806).

The company was established under a Memorandum of Association which established the objects and powers of the charitable company and is governed under its Articles of Association (amended July 2014).

In the event of the company being wound up members are required to contribute an amount not exceeding £1 each.

The registered office is Marine House, 1-3 Snow Hill, London, EC1A 2DH.

The following accounting policies have been used consistently in dealing with items which are considered material in relation to the Charity’s financial statements.

Basis of accounting: The consolidated financial statements have been prepared under the historical cost convention, except that fixed asset investments are stated at market value, and in accordance with Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Companies Act 2006 and the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) – effective 1[st] January 2019. MSC is a Public Benefit entity for FRS 102.

These financial statements consolidate the results of the charity and its five wholly owned subsidiaries, Marine Stewardship Council International Limited (which is incorporated in the UK), Marine Stewardship Council Limited (which is incorporated in the United States), Marine Stewardship Council Trust (which is incorporated in Australia), Marine Stewardship Council Asia Ltd (which is incorporated in Singapore), and Ippan Shadan Hojin MSC Japan (which is incorporated in Japan) on a line by line basis.

MSCI also has a Chinese registered subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), the activities of which help fulfil MSC’s charitable mission in China.

Towards the end on March 25 the MSC was able to register as a Representative Office in Shenzhen Province of China. This registration remained dormant at the end of the financial year.

The functional currency of the Charity and its subsidiaries is GBP because that is the currency of the primary economic environment in which the group operates. The consolidated financial statements are also presented in GBP.

MSC’s overseas subsidiaries are converted into GBP and consolidated into the group accounts using the year end exchange rate, with the foreign exchange gain or loss arising reported as gains or losses arising upon revaluation of foreign assets in the SOFA. Fixed assets held in the overseas subsidiaries are immaterial.

Going Concern: The Trustees approve the annual budgets and periodic forecasts to ensure there is sufficient working capital to meet the charity’s obligations over the subsequent 12 months. The charity meets its ordinary working capital requirements through its existing cash balances. Having regard to the above, the current cash position and the expected cashflow over the following 12 months the Trustees believe it appropriate to adopt a going concern basis of accounting in preparing the financial statements.

After reviewing the group’s forecast and projections, the Trustees have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. This view is supported by the level of free reserves held at the year-end (equivalent to12 months expenditure). The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty: In the application of the accounting policies directors are required to make judgement, estimates, and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The critical estimate involves accruing for royalty income, with around 2% to 10% of the total royalty accrued each year being based upon historic trends only, rather than information received post Year End from the license holder relating to actual labelled sales for the period of the accrual. This arises because turnover declaration returns of labelled product sales are submitted by license holders in arrears. As a result, labelled product sales data covering reporting periods ending 31[st] March are received after the financial year end. At the point the accounts are drafted, not all license holders may have reported their labelled sales data (even though the license agreement obligates them to submit their turnover declaration by one month after the end of the reporting period in question). For these license holders, the level of labelled sales (and hence royalty income to be accrued) are estimated based on historic trends.

27

Judgements are also made for bad debts provisions, based upon reviewing debts older than 90 days at the year end, and for certain contracts of service, whereby the fee to be received by MSC for services delivered continue to be subject to negotiation after the year end.

Fixed Assets:

Intangible fixed assets

Intangible fixed assets represent software costs capitalised in accordance with FRS102. These are stated at historic cost and amortised on a straight-line basis over the period which revenue is expected to be generated (typically 4 years). Items costing less than £500 are expensed in the year of purchase.

Tangible fixed assets

Tangible fixed assets are recorded at cost or, in cases where tangible fixed assets have been donated to Marine Stewardship Council, at valuation at the time of acquisition. Tangible fixed assets are capitalised in the balance sheet at cost, except for items costing less than £2500 which are expensed in the year of purchase.

Depreciation: Depreciation for UK entities has been provided at the following rates in order to write down cost or valuation, less estimated residual value, of all tangible assets by equal annual instalments over their expected useful lives.

Furniture, Fittings & IT equipment 25%
Refurbishment costs of Snow Hill over 7 years
London Virtual Freehold Property Building cost over 99 years
Freehold Land Not depreciated

Incoming resources: Grants and donations are recognised as income when it is clear MSC has entitlement to the income, that the donation is reasonably certain to occur and that the value of the donation can be measured. Logo license royalty income is accounted for in the period in which the labelled products were sold by our trading partners. Similarly, fixed fee income, such as the North American Subscription Program, is recognised as income for the contracted period, requiring a deferral of income if the fixed fee for a financial year is raised in advance. Service fees, such as Peer Review College fees or ASCI fees, is accounted for in the period the services were delivered. No amounts are included in the financial statements for the services donated by volunteers.

Expenditure: Resources expended are included in the Statement of Financial Activities on an accrual basis, inclusive of VAT which cannot be recovered. Since 1[st] February 2009, the Charity has been registered within a VAT group consisting of itself and its UK based trading subsidiary, Marine Stewardship Council International. From 1[st] February 2009, therefore, input tax can be partially recovered based upon a business: non-business model.

Expenditure on raising funds comprise expenditure incurred in encouraging others to make contributions to the charity and include staff costs directly attributable to that activity. Expenditure on charitable activities comprise direct expenses incurred on the defined charitable purpose of the charity, and include staff costs directly attributable to the charitable activities. Where costs could not be directly attributed to any particular function or activity (i.e., costs classified in MSC’s ledger as relating to senior staff and office, IT, HR, finance, premises support type costs), they have been allocated by applying bases consistent with the use of the resource. Senior staff costs are apportioned to charitable activities in relation to an estimate of time that that senior member will focus on a specific charitable activity. Head Quarter support costs are allocated to charitable activities in proportion to the staff costs sitting in that charitable activity. Local office support costs are allocated based on an estimation of charitable activity focus of that local office (that is, across servicing and outreach and education and awareness only).

In Kind income and expenditure: Where donated services and facilities (i.e. in kind supplies) are received, MSC will value the income and corresponding expenditure based on the value of the gift as identified either by the donor or, if appropriate, by the assumptions set out in any contract underpinning the commercial relationship between the donor and MSC.

Cash and bank and current asset investments: Cash balances held in interest bearing deposit accounts (business reserve accounts or time deposits) are classified as current asset investments in the balance sheet. All other cash balances held at bank or in hand are classified as cash at bank or in hand in the balance sheet.

Investment income: Investment income is recognised in the accounts when it is receivable and is allocated to the appropriate fund.

Investments: The charity has five wholly owned subsidiary undertakings.

28

Marine Stewardship Council International has a wholly owned subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), which received its business license 2 February 2016.

Investments in the subsidiaries are stated at cost.

Fixed asset investments are held in a portfolio covering equities, fixed income securities, real estate, and commodities, which is managed by Northern Trust, and a second fund, managed by UBS, focused upon fixed income securities. The equity element of the Northern Trust fund is invested in Socially Responsible Investment (SRI) funds. The SRI funds mirror Morgan Stanley Capital International Ethical, Social and Governance indexes (namely the MSCI World ESG index and the MSCI US IMI index) to guide investment opportunities in equities screened for ESG criteria. The UBS fund focuses on lower risk investments consisting of gilts and corporate paper. Fixed asset investments are reported in the financial statements at their market value on the balance sheet date, including the effect of any unrealised gains and losses as of that date.

Foreign exchange: Assets and liabilities denominated in foreign currencies are translated at year end exchange rates. Exchange differences are included in the statement of financial activities. Transactions during the year are recorded at the prevailing rates.

Financial assets and liabilities: Financial assets and financial liabilities are recognised when the Charity becomes a party to the contractual provisions of the instrument. Additionally, all financial assets and liabilities are classified according to the substance of the contractual arrangements entered into.

Financial assets and liabilities are initially measured at transaction price (including transaction cost) and are subsequently remeasured where applicable at amortised cost except for forward rate currency contracts which are subsequently measured at fair value with gains and losses recognised in the Statement of Financial Activities. Assets and liabilities held in a foreign currency are translated to GBP at the balance sheet date at an appropriate year end exchange rate.

The Group enters into forward rate currency contracts to manage its exposure to fluctuations in exchange rates throughout the year. These contracts are recognised at fair value with gains or losses recognised in the Profit and Loss account.

Pension costs: In the UK, the charity operates a defined contribution group personal pension scheme for the benefit of any employees wishing to join. Defined contribution schemes also operate for overseas based employees in other, non-UK, jurisdictions in line with local legislation. The contributions payable under the schemes are charged in the income & expenditure account, and the assets are managed by an independent organisation.

Taxation: Marine Stewardship Council is a registered charity, and therefore is not liable for income tax or corporation tax on income derived from its charitable activities since it falls within the various exemptions available to registered charities.

Operating lease assets: Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Fund accounting: The general fund comprises those monies which may be used towards meeting the charitable objectives of the charity at the discretion of the directors. The restricted funds are monies raised for, and their use restricted to, a specific purpose, or donations subject to donor-imposed conditions.

29

2 Donations & legacies
Grants from other charitable
bodies
Grants from government
organisations
Donations from companies
Other donations
3 Investment income
Bank and investment funds
interest and dividends
receivable
4 Expenditure on raising funds
General fundraising activities:
salaries
other running costs
investment managers fees
support
5 Expenditure on charitable
activities
Policy & maintenance of
standards
Education & awareness
Servicing & outreach to
fisheries and commercial
sector
Logo licensing costs
Ocean Stewardship Fund		 2025
2024
£'000
£'000
136
693
91
140
24
71
2
2
253
906
2025
2024
£'000
£'000
1,194
773
2025
2024
£'000
£'000
413
383
85
40
113
102
185
165
796
690
Activities
undertaken
directly
Support
costs
Governance
costs
2025
Activities
undertaken directly
Support costs
Governance
costs
2024
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
6,166
1,922
296
8,384
5,124
1,655
287
7,066
8,665
1,849
296
10,810
8,159
1,653
287
10,099
7,831
2,709
295
10,835
7,319
2,483
287
10,089
1,525
497
99
2,121
1,494
426
96
2,016
1,873
0
0
1,873
1,406
0
0
1,406
26,060
6,977
986
34,023
23,502
6,217
957
30,676

6 Support cost breakdown by activity

Office services
IT services
Finance services
Human Resources
Premises		 Raising Funds
Policy &
standards
Education &
awareness
Servicing &
outreach
Logo licensing
Total 2025
Total 2024
£'000
£'000
£'000
£'000
£'000
£'000
£'000
39
406
390
572
105
1,512
1,429
97
1,014
976
1,429
262
3,778
3,302
13
123
118
174
32
460
335
24
250
241
353
65
933
871
12
129
124
181
33
479
445
185
1,922
1,849
2,709
497
7,162
6,382

Support costs have been allocated to activities in line with salary spend, this is a reasonable approximation of the resource usage within each activity.

30

7 Net income / expenditure

The group's net income / expenditure is stated after or charging:
Fees payable to the parent charity's auditors for the audit of the charity's and UK subsidiary accounts
Fees payable to the component auditors for the audit of the charity's overseas subsidiaries
Total fees payable to auditors for auditing services
Fees payable to the parent charity's auditors for tax and other services
Operating lease charges - land and building
Operating lease charges - office equipment
(Profit) / Loss on fixed asset disposal
Depreciation
Trustee / directors and employees
Staff costs, including directors' remuneration, were as follows:
Wages and salaries
Social security costs
Pension		 2025
£'000
37
11
48
17
680
5
(1)
1,025
2025
£'000
15,113
1,925
1,606
18,644		 2024
£'000
33
36
69
8
629
5
0
811
2024
£'000
13,899
1,760
1,478
17,137

8 Trustee / directors and employees

Included in the above wages and salaries value is £192,755 (2023/24 £46,955) paid as compensation for redundancy and /or termination of employment contracts.

The number of staff employed by the charity during the year was as follows: 2025 2024
number number
Number of staff during the year 267 255
The number of employees whose emoluments amounted to over £60,000 in the year was as follows:
2025 2024
£60,000 - £69.999 26 25
£70,000 - £79,999 23 19
£80,000 - £89,999 14 13
£90,000 - £99,999 5 5
£100,000 - £109,999 2 3
£110,000 - £119,999 2 2
£120,000 - £129,999 1 2
£130,000 - £139,999 1 1
£140,000 - £149,999 1 3
£150,000 - £159,999 2 1
£160,000 - £169,999 1 0
£180,000 - £189,999 1 0
£240,000 - £249,999 0 0
£280,000 - £289,999 0 1
£320,000 - £329,999 1 0

Key management personnel are defined as those who are designated as members of the MSC Executive Committee. Salary, pension contributions and other benefits received during 2024/25 by the five Executive Committee members amounted to £1,171,981 (2023/24 £1,025,343).

The banding for the highest paid employee shown above includes employers pension contribution paid as salary. This treatment was adopted as mitigation to the tapering of the annual pension contribution allowance. The emoluments reported in all other bands exclude employers pension contribution

MSC paid pension contributions and other benefits on behalf of staff totalling £1,585,102 (2023/24: £1,485,000). For the 80 members of staff whose emoluments were greater than £60,000 the MSC paid pension contributions and other benefits totalling £853,487 (2023/24: £801,403).

9 Trustees' remuneration and expenses

The chair of the charitable company, Giles Bolton, who is also a Trustee under Charity law, received or was entitled to receive emoluments of £25,000 during the year for professional services rendered (2023/24: £4,167).

Kevin Stokes, a board member of Marine Stewardship Council (MSC), provided consultancy services amounting to £37,493 during the year (2023/24: £8,068).

Darian McBain, a board member of Marine Stewardship Council (MSC), provided consultancy services amounting to £6,750 during the year (2023/24: £0).

These payments were made in line with criteria laid down in the Memorandum and Articles of Association of the company and were approved by the full Board. The Charity has met travel and subsistence expenses incurred by the nine Trustees in the Charity's business totalling £83,671 (2023/24: £71,584)

The Charity has also paid for the indemnity insurance cost for the trustees (who are also directors) and its key employees with regard to their actions on behalf of the charity.

31

10 Intangible assets

Cost
At 1st April 2024
Additions
Disposals / write offs
At 31 March 2025
Depreciation
At 1st April 2024
Charge for the year
Disposals / write offs
At 31 March 2025
Net book value
At 31 March 2025
At 31 March 2024		 Group
Trademark
Group Software and
database
Group
Total
Charity
£'000
£'000
£'000
£'000
0
6,518
6,518
6,133
0
643
643
643
0
0
0
0
0
7,161
7,161
6,776
0
5,271
5,271
4,886
0
969
969
969
0
0
0
0
0
6,240
6,240
5,855
0
921
921
921
0
1,247
1,247
1,247

Trademark intangible asset represents the £1 purchase cost to buy the MSC logo trademark from Marine Stewardship Council International.

The amortisation charge of intangible assets has been allocated equally across Policy and maintenance of standards, Education and awareness, Servicing and outreach to fisheries and commercial sector, and Logo licensing costs.

11 Tangible fixed assets

Cost
At 1st April 2024
Additions
Disposals / write offs
At 31 March 2025
Depreciation
At 1st April 2024
Charge for the year
Disposals / write offs
At 31 March 2025
Net book value
At 31 March 2025
At 31 March 2024		 Group Long
Leasehold
Property
Group Furniture,
fittings and IT
equipment
Group
Total
Charity
£'000
£'000
£'000
£'000
3,700
1,137
4,837
4,703
0
12
12
0
0
24
24
0
3,700
1,173
4,873
4,703
484
1,022
1,506
1,381
38
18
56
48
0
23
23
0
522
1,063
1,585
1,429
3,178
110
3,288
3,274
3,216
115
3,331
3,322

32

12a Investment in Group Companies

Group Charity Investment in Group Companies Shares in Shares in Subsidiary Subsidiary £'000 £'000 Cost At 1 April 2024 0 145 Additions 0 0 At 31 March 2025 0 145 Net book value At 31 March 2025 0 145 At 31 March 2024 0 145

The company's subsidiaries during the year were as follows:

Country of Company Name Ownership incorporation Marine Stewardship Council MSC UK is the sole UK International (CN 3486485) shareholder Marine Stewardship Council Ltd (EIN MSC UK is the sole USA 91-2018427) member Marine Stewardship Council Trust MSC UK is the sole Australia (ABN 69 517 984 605) member Marine Stewardship Council Asia Ltd MSC UK is the sole Singapore (CN 201215612M) member MSC UK is the sole MSC Japan - GIA Japan member An Hai Xu Fishery Certification MSCI is the sole Consulting (Beijing) Ltd Co (CN China shareholder 9111015MA003GWGIC)

Activity

Commercial activities of Marine Stewardship Council (UK trading subsidiary)

Achieve the objectives of MSC (US charitable subsidiary)

Achieve the objectives of MSC (Australian charitable subsidiary) Achieve the objectives of MSC (Singaporean charitable subsidiary) Achieve the objectives of MSC (Japan GIA subsidiary)

Achive the objectives of MSC (Chinese trading subsidiary of MSCI)

Income:
Donations and legacies
Income from charitable activities
Income from investments
Other trading activities
Grants from UK Charity
Total income
Expenditure:
Expenditure on charitable activities
Foreign exchange (gain) / loss
Total Expenditure
Net Income / (Expenditure)
Gift Aid to UK Charity
Funds at 1st April 2024
Funds at 1st April 2025
Fixed Assets & Intangible Fixed Assets
Investments in subsidiary
Debtors
Cash at bank and in hand
Total current assets
Creditors: Amounts falling due with one year
Net current assets (liabilities)
Long term liabilities
Total assets less total liabilities
Represented by:
Share Capital
Unrestricted funds
Restricted funds		 MSCI Ltd
MSC Ltd
MSC Asia
Pacific Pty
Ltd
MSC Asia
Ltd
An Hai Xu Fishery
Certification Consulting
(Beijing) Ltd Co
MSC Japan
£'000
£'000
£'000
£'000
£'000
£'000
0
36
0
0
0
0
32,155
0
5
0
11
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4,425
2,628
87
612
479
32,155
4,461
2,633
87
623
479
14,830
4,424
2,416
94
641
524
17
14
21
2
16
0
14,847
4,438
2,437
96
657
524
17,308
23
196
(9)
(34)
(45)
17,308
0
0
0
0
0
131
179
(121)
19
(14)
46
131
202
75
10
(48)
1
0
6
8
0
0
0
179
0
0
0
0
0
(1,641)
30
4
2
12
6
2,578
410
245
10
120
6
937
440
249
12
132
12
(985)
(244)
(146)
(2)
(1)
(11)
(48)
196
103
10
131
1
0
0
(36)
0
0
0
131
202
75
10
131
1
145
0
0
0
179
0
(14)
202
75
10
(48)
1
0
0
0
0
0
0
131
202
75
10
131
1

33

12b Fixed Asset Investments

b Fixed Asset Investments
2025
£'000
Balance at beginning of year
21,212
Addition of principal cash
0
Sale of investments
(4,780)
Purchase of investments
6,001
Cash generated by sale / (purchase) of investments
(1,221)
Gain / (loss) on investment
627
Dividend and interest income
1,081
Investment managers fees
(113)
Foreign exchange revaluation
(186)
1,409
22,621
The historic cost of the investment made is £12,258,971.
Asset Classes of Fixed Asset investments are:
2025
£'000
Equity Funds
17,207
Fixed Income Securities
4,269
Real Estate funds
269
Commodities
478
Money Market funds
398
22,621
13 Current Asset Investments
These are comprised of cash deposits held for investment purposes
Group
Group
2025
2024
£'000
£'000
Balance at beginning of year
5,729
3,972
(Reductions) / additions
(697)
1,757
Closing value at end of year
5,032
5,729
14 Debtors
Group
Group
2025
2024
£'000
£'000
Trade Debtors
1,516
1,188
Other Debtors
338
332
Prepayments and accrued income
9,917
9,257
Amounts due from Subsidiary undertakings
0
0
11,771
10,777		 (2,907)
3,434
(527)
1,719
640
(102)
(156)		 2024
£'000
19,111
0
2,101
Charity
2025
£'000
5,729
(697)
21,212
2024
£'000
15,854
4,197
238
544
379
21,212
Charity
2024
£'000
3,972
1,757
5,032 5,729
Charity
2025
£'000
160
309
906
11,983		 Charity
2024
£'000
130
273
717
12,179
13,358 13,299

34

15 Creditors: amounts falling due within one year

Trade Creditors
Tax and social security creditor
Other creditors
Accruals and deferred income
Movement on deferred income:
Deferred income at 1 April 2024
Released to income in year
Income deferred in year
Deferred income at 31 March 2025		 Group
Group
2025
2024
£'000
£'000
1,467
1,513
422
431
583
588
1,621
1,144
4,093
3,676
Group
2025
£'000
0
0
0
0		 Charity
Charity
2025
2024
£'000
£'000
967
790
220
202
369
383
1,146
703
2,702
2,078
Charity
2025
£'000
0
0
0
0

16 Creditors: amounts falling due after more than one year

Ocean Stewardship Fund
Other Creditors
Total falling due after more than one year		 Group
Group
2025
2024
£'000
£'000
146
422
35
43
181
465		 Charity
Charity
2025
2024
£'000
£'000
146
422
0
0
146
422

The Ocean Stewardship Fund consists of the Recertification Assistance Fund, which supports the costs of recertification for fisheries that are at there second or subsequent recertification; the Transition Assistance Fund, which supports fisheries to make the necessary improvements to become certified; the Science and Research Fund, which supports research projects with an emphasis upon condition closure; the Innovation Fund, which supports strategically important research. The OSF is reported as designated funds on the face of the SOFA

35

17a Funds - Group

Funds - Group
Note
D&L Packard Foundation
1
Canadian Pathway
2
HWF Angola pathways project
3
HWF Benthic pathways project
4
HWF Canada Pathways project
5
HWF China Pathways project
6
HWF Peru pathways project
7
HWF Greece pathways project
8
HWF India pathways project
9
HWF Indonesia pathways project
10
HWF Kenya pathways project
11
HWF Mexico pathways project
12
HWF Portgugal pathways project
13
HWF Spain Alboran pathways project
14
HWF Spain Galicia pathways project
15
HWF Spain Octopus pathways project
16
HWF Toothfish pathways project
17
HWF Hans Wildorf Foundation
18
ETP OOS Data Limited Assessmnt Tool
19
OSF Climate Change
20
Marine Management Organisation (MMO)
21
Portugal PPA, OSF
22
ETP US Benchmarking
23
Iseal Alliance
24
Italy PPA, OSF
25
Loan Gaurantee, Walton
26
MAVA OSF Medit
27
Remmer Foundation, Kenya
28
Nephrop Research UK
29
Levantis Hellasfish
30
Project UK 1 - 3
31
Pacific SIDS Tuna, FAO
32
Multiplier - Certifications & Ratings
33
Social Project, Walton
34
Threadfin Bream, Certification & Ratings
35
MAVA Medpath
36
Walton Mexico
37
Total Restricted
Unrestricted:
General purpose fund
Designated
38
Total Group Funds		 Balance
Balance
1st April 2024
Income
Expenditure
Gains and losses
Transfers
31st March 2025
£'000
£'000
£'000
£'000
£'000
£'000
48
0
0
0
0
48
112
20
(39)
0
0
93
0
0
0
0
28
28
0
0
0
0
30
30
0
0
0
0
40
40
0
0
0
0
140
140
0
0
0
0
15
15
0
0
(50)
0
50
0
0
0
0
0
46
46
0
0
(7)
0
80
73
0
0
0
0
40
40
0
0
0
0
30
30
0
0
0
0
57
57
0
0
(42)
0
42
0
0
0
0
0
18
18
0
0
0
0
21
21
0
0
0
0
30
30
722
0
0
0
(722)
0
29
0
(20)
0
(9)
0
100
0
(56)
0
0
44
0
43
(94)
0
51
0
27
0
(19)
0
0
8
13
0
(4)
0
(9)
0
0
18
(16)
0
0
2
38
0
0
0
0
38
809
0
(488)
0
0
321
0
0
4
0
0
4
8
8
(12)
0
0
4
3
0
0
0
(3)
0
15
26
(45)
0
26
22
202
24
(83)
0
(51)
92
116
48
(86)
0
0
78
6
56
(26)
0
0
36
103
0
(95)
0
(8)
0
12
0
(12)
0
0
0
1
0
(1)
0
0
0
161
0
(69)
0
0
92
2,525
243
(1,260)
0
(58)
1,450
39,402
33,491
(31,784)
380
(1,935)
39,554
3,336
0
(1,775)
0
1,993
3,554
45,263
33,734
(34,819)
380
0
44,558

Exchange gains and losses arising from the revaluation of foreign currency assets held overseas have been set against expenditure.

Transfers between unrestricted funds and restricted funds represents MSC's match funding contributions required to fulfil the donors restricted grant contract expectations. Transfers of unrestricted funds into designated funds relate to the designation of funds for the Ocean Stewardship Fund (see below) and for the Fishery Standard Review V3 implementation fund.

Notes:

1) Capacity building; 2) Canadian Pathway Project; 3-17) Hans Wildorf Foundation, OSF; 18) Hans Wildorf Foundation;

19) ETP OOS Data Limited Assessmnt Tool; 20) OSF Climate Change; 21) Marine Management Organisation);

22) Portugal PPA, OSF; 23) ETP US Benchmarking; 24) Iseal Alliance; 25) Italy PPA, OSF ; 26) Walton Family Foundation, Loan Guarantee;

27) MAVA, OSF, Mediterranean; 28) Remmer Foundation, Kenya; 29) Nephrop Research UK; 30) Levantis Hellasfish;

31) Project UK, Corporate Funders; 32) Pacific SIDS Tuna, FAO; 33) Multiplier, Certifications & Ratings; 34) Social Project, Walton Family Foundation;

35) Threadfin Bream, Certification & Ratings; 36) MAVA Medpath; 37) Walton Family Foundation, Mexico;

38) The OSF is a designated fund with a 3 fold objective of supporting fisheries transitioning towards MSC, funding science and research projects that will benefit MSC's sustainability agenda and a recertification strand, helping to contribute to the audit cost of fisheries being certified for the third time (2nd recertification). The V3 implementation designated fund was created by the Board in 2023/24 to fund the cost of activities that support the successful transition to version 3 of the Fishery Standard. Note 17b gives more detail on designated funds.

For prior year comparatives, see note 22

36

17b Movement on Designated Funds

Group Group Group Group Group Group Group Group Group
2025 2025 2025 2025 2025 2025 2025 2025 2025
Fishery
Standard
Review V3
Fund		 OSF
Transition
Assistance
Fund		 OSF
Recertification
Assistance
Fund		 OSF
Science
Research
Fund		 OSF
Student
Research
Grants		 OSF
Innovation
Fund		 OSF
Seed
Fund		 OSF
Administration
Fund		 Total
Designated
GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000
Designated Funds 31 March 24 1386 233 1,054 130 44 252 0 237 3,336
Designations made in the year 500 546 547 192 50 21 0 137 1,993
Expenditure in year (499) 0 0 0 0 0 0 (134) (633)
Grants awarded during the year 0 (150) (586) (315) (46) (45) 0 0 (1,142)
Designated Funds 31 March 25 1,387 629 1,015 7 48 228 0 240 3,554
Charity Charity Charity Charity Charity Charity Charity Charity Charity
2025 2025 2025 2025 2025 2025 2025 2025 2025
Fishery
Standard
Review V3
Fund		 OSF
Transition
Assistance
Fund		 OSF
Recertification
Assistance
Fund		 OSF
Science
Research
Fund		 OSF
Student
Research
Grants		 OSF
Innovation
Fund		 OSF
Seed
Fund		 OSF
Administration
Fund		 Total
Designated
GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000 GBP 000
Designated Funds 31 March 24 1386 233 1,054 130 44 252 0 237 3,336
Designations made in the year 500 546 547 192 50 21 0 137 1,993
Expenditure in year (499) 0 0 0 0 0 0 (134) (633)
Grants awarded during the year 0 (150) (586) (315) (46) (45) 0 0 (1,142)
Designated Funds 31 March 25 1,387 629 1,015 7 48 228 0 240 3,554

37

18 Funds - Charity

Note
D&L Packard Foundation
1
HWF Angola pathways project
2
HWF Benthic pathways project
3
HWF Canada Pathways project
4
HWF China Pathways project
5
HWF Peru pathways project
6
HWF Greece pathways project
7
HWF India pathways project
8
HWF Indonesia pathways project
9
HWF Kenya pathways project
10
HWF Mexico pathways project
11
HWF Portgugal pathways project
12
HWF Spain Alboran pathways project
13
HWF Spain Galicia pathways project
14
HWF Spain Octopus pathways project
15
HWF Toothfish pathways project
16
HWF Hans Wildorf Foundation
17
Marine Management Organisation (MMO)
18
Nephrop Research Proj UK
19
ETP US Benchmarking
20
Iseal Alliance
21
Canadian Pathway Project
22
Levantis Hellasfish
23
UK Project Stage 1
24
UK Project Stage 2
25
UK Project Stage 3
26
ETP OOS Data Limited Assessment Tool
27
Multiplier - Certifications & Ratings
28
Remmer Foundation - Kenya
29
MAVA Medpath
30
Walton - Loan Guarantee
31
MAVA OSF Medit
32
Mexico Walton 2022
33
FAO Climate Change
34
OSF Portugal
35
Italy PPA
36
Pacific SIDS Tuna, FAO
37
Social Project Walton
38
Threadfin Bream Project
39
Total Restricted
Unrestricted:
General purpose fund
Designated - OSF
40
Total Group Funds		 Balance
Balance
1st April 2024
Income
Expenditure
Gains and
losses
Transfers
31st March 2025
£'000
£'000
£'000
£'000
£'000
£'000
48
0
0
0
0
48
0
0
0
0
28
28
0
0
0
0
30
30
0
0
0
0
40
40
0
0
0
0
140
140
0
0
0
0
15
15
0
0
(50)
0
50
0
0
0
0
0
46
46
0
0
(7)
0
80
73
0
0
0
0
40
40
0
0
0
0
30
30
0
0
0
0
57
57
0
0
(42)
0
42
0
0
0
0
0
18
18
0
0
0
0
21
21
0
0
0
0
30
30
722
0
0
0
(722)
0
0
43
(94)
0
51
0
3
0
0
0
(3)
0
13
0
(4)
0
(9)
0
0
18
(16)
0
0
2
69
0
0
0
0
69
15
26
(45)
0
26
22
32
0
(10)
0
0
22
92
0
(68)
0
0
24
78
24
(5)
0
(51)
46
29
0
(20)
0
(9)
0
(30)
56
(8)
0
0
18
0
0
(12)
0
0
(12)
2
0
(2)
0
0
0
809
0
(488)
0
0
321
0
0
4
0
0
4
165
0
0
0
0
165
100
0
(56)
0
0
44
26
0
(19)
0
0
7
38
0
0
0
0
38
132
48
(67)
0
0
113
103
0
(74)
0
(8)
21
12
0
(12)
0
0
0
2,458
215
(1,095)
0
(58)
1,520
39,291
27,097
(25,637)
442
(1,935)
39,258
3,336
0
(1,775)
0
1,993
3,554
45,085
27,312
(28,507)
442
0
44,332

Exchange gains and losses arising from the revaluation of foreign currency assets held overseas have been set against expenditure.

Transfers between unrestricted funds and restricted funds represents MSC's match funding contributions required to fulfil the donors restricted grant contract expectations. Transfers of unrestricted funds into designated funds relate to the designation of funds for the Ocean Stewardship Fund (see below) and for the Fishery Standard Review V3 implementation fund.

1) Capacity building; 2-16) Hans Wildorf Foundation, OSF; 17) Hans Wildorf Foundation; 18) Marine Management Organisation (MMO);

19) Nephrops Research Project, OSF; 20) OSF IVF ETP US Benchmarking; 21) Iseal Alliance;

22) Canadian Pathway; 23) Levantis, Greece; 24-26) UK Project Inshore; 27) OSF IVF ETP OOS Data Limited, Greece;

28) Multiplier, Certifications & Ratings; 29) Remmer Foundation, Kenya; 30) MAVA Medpath

31) Walton Family Foundation, Loan Guarantee; 32) MAVA OSF Medit; 33) Walton Mexico 2022;

34) FAO Climate Change; 35) OSF Portugal; 36) PPA, Italy; 37) FAO Pacific SIDs Tuna; 38) Walton, Social Project; 39) Threadfin Bream

40) The OSF is a designated fund with a 3 fold objective of supporting fisheries transitioning towards MSC, funding science and research projects that will benefit MSC's sustainability agenda and a recertification strand, helping to contribute to the audit cost of fisheries being certified for the third time (2nd recertification). The V3 implementation designated fund was created by the Board in 2023/24 to fund the cost of activities that support the successful transition to version 3 of the Fishery Standard. Note 17b gives more detail on designated funds.

For prior year comparatives, see note 23.

38

19 Financial Commitments

ents Group Group Group Group
Land &
Land & Buildings Other buildings Other
2025 2025 2024 2024
Expiry Date £'000 £'000 £'000 £'000
less than 1 year 477 2 489 5
Two to five years 645 2 875 3
Total 1,122 4 1,364 8
Charity Charity Charity Charity
Land &
Land & Buildings Other Buildings Other
2025 2025 2024 2024
Expiry Date £'000 £'000 £'000 £'000
less than 1 year 270 0 229 0
Two to five years 370 0 381 0
Total 640 0 610 0

20 Analysis of net assets between funds

Fund balances at 31 March as represented by:
Tangible fixed assets & investments
Intangible fixed assets
Net current assets
Long term liabilities
Total net assts		 2025
2025
2025
2025
2024
2024
2024
2024
Unrestricted
Designated
Restricted
Total
Unrestricted
Designated
Restricted
Total
Funds
Funds
Funds
Funds
Funds
Funds
Funds
Funds
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
25,909
0
0
25,909
24,541
0
0
24,541
921
0
0
921
1,247
0
0
1,247
12,905
3,554
1,450
17,909
14,079
3,336
2,525
19,940
(181)
0
0
(181)
(465)
0
0
(465)
39,554
3,554
1,450
44,558
39,402
3,336
2,525
45,263

21 Related party transactions

The Marine Stewardship Council's related parties as defined by the Financial Reporting Standard 102, and the nature of the relationship, are summarised below:

Marine Stewardship Council International Limited (MSCI)

During the financial year MSC charged MSCI 15% of its office, premises and HR costs, 50% of its IT costs, and an allocation of salary of the MSC's Finance Director and Governance Secretary totalling £1,766,908 (2024: £1,831,228). Allocations of key management salaries totalled £311,212 (2024: £299,247).

Gift aid payable for the year amounted to £17,308,184 (2024: £16,721,390) and the royalty payable by MSCI to MSC for the right to exploit MSC’s ecolabel amounted to £8,475,612 (2024: £8,202,635). At 31st March 2025, MSCI owed £11,982,622 in total to the parent charity (2024: £8,202,635).

This amount includes the amount payable by MSCI to MSC as royalty for the right to exploit the Charities intellectual property (i.e. the MSC ecolabel) and the gift aid due to the Charity of MSCI’s accounting surplus for the year.

The ultimate controlling party of the Charity is its members who are also the Directors and Trustees.

39

22 Funds - Group

Note
D&L Packard Foundation
1
Canadian Pathway
2
Evidence Requirement Framework, OSF
3
ETP OOS Data Limited Assessmnt Tool
4
OSF Climate Change
5
OSF Core Strategic
6
Portugal PPA, OSF
7
ETP US Benchmarking
8
HWF Pathways Project
9
Benguela Pathway
10
Italy PPA, OSF
11
Loan Gaurantee, Walton
12
MAVA OSF Medit
13
Remmer Foundation, Kenya
14
East Asia Sea - Vena
15
Nephrop Research UK
16
Levantis Hellasfish
17
Project UK 1 - 3
18
Pacific SIDS Tuna, FAO
19
Multiplier - Certifications & Ratings
20
Social Project, Walton
21
Threadfin Bream, Certification & Ratings
22
MAVA Medpath
23
Walton Mexico
24
Total Restricted
Unrestricted:
General purpose fund
Designated
25
Total Group Funds		 Balance
Balance
1st April 2023
Income
Expenditure
Gains and losses
Transfers
31st March 2024
£'000
£'000
£'000
£'000
£'000
£'000
48
0
0
0
0
48
23
20
0
0
69
112
39
0
(39)
0
0
0
0
0
(11)
0
40
29
173
0
(73)
0
0
100
855
0
0
0
(855)
0
44
0
(17)
0
0
27
0
0
(27)
0
40
13
0
12
6
0
704
722
8
0
(8)
0
0
0
0
0
0
0
38
38
769
0
40
0
0
809
4
0
(4)
0
0
0
0
8
0
0
0
8
23
0
(23)
0
0
0
4
0
(1)
0
0
3
58
0
(43)
0
0
15
222
72
(92)
0
0
202
0
140
(24)
0
0
116
36
0
(30)
0
0
6
0
103
0
0
0
103
0
12
0
0
0
12
61
0
(60)
0
0
1
144
84
(67)
0
0
161
2,511
451
(473)
0
36
2,525
37,763
32,584
(29,486)
1,419
(2,878)
39,402
1,856
45
(1,407)
0
2,842
3,336
42,130
33,080
(31,366)
1,419
0
45,263

Exchange gains and losses arising from the revaluation of foreign currency assets held overseas have been set against expenditure.

Transfers between unrestricted funds and restricted funds represents MSC's match funding contributions required to fulfil the donors restricted grant contract expectations. The movement between OSF Core Strategic and the HWF Pathways project in 23/24 is purely a renaming of the restricted fund to reflect its intended use.

Transfers of unrestricted funds into designated funds relate to the designation of funds for the Ocean Stewardship Fund (see below) and for the Fishery Standard Review V3 implementation fund.

Notes:

13) MAVA, OSF, Mediterranean; 14) Remmer Foundation, Kenya; 15) Vena Energy, East Asia Sea; 16) Nephrop Research UK; 17) Levantis Hellasfish;

18) Project UK, Corporate Funders; 19) Pacific SIDS Tuna, FAO; 20) Multiplier, Certifications & Ratings; 21) Social Project, Walton Family Foundation;

22) Threadfin Bream, Certification & Ratings; 23) MAVA Medpath; 24) Walton Family Foundation, Mexico;

25) The OSF is a designated fund with a 3 fold objective of supporting fisheries transitioning towards MSC, funding science and research projects that will benefit MSC's sustainability agenda and a recertification strand, helping to contribute to the audit cost of fisheries being certified for the third time (2nd recertification). The V3 implementation designated fund was created by the Board in 2023/24 to fund the cost of activities that support the successful transition to version 3 of the Fishery Standard. Note 17b gives more detail on designated funds.

MSC have received £4,197,393 from the Netherlands based Nationale Postcode Loterij over a period of 10 years since 1st April 2013. These contributions arose from multi-year partnerships.

40

23 Funds - Charity

Note
D&L Packard Foundation
1
Dutch Postcode Lottery
2
MAVA, PPAMP
3
Nephrop Research Proj UK
4
ETP US Benchmarking
5
D&L Packard Foundation
6
Canadian Pathway Project
7
Levantis Hellasfish
8
UK Project Stage 1
9
UK Project Stage 2
9
UK Project Stage 3
9
ETP OOS Data Limited Assessment Tool
10
Multiplier - Certifications & Ratings
11
Packard Foundation - East Asia Sea
12
Benguela - Pathways Project
13
MAVA Medpath
14
WAFIC
15
MAVA, LEAD 2
16
Walton - Loan Guarantee
17
Walton Foundation
18
D&L Packard Foundation - Japan
19
Entwicklungsgesellshaft (DEG)
20
Kingfisher
21
MIDATLANTIC
22
Walton Foundation - Mexico
23
MAVA OSF Medit
24
MAVA OSF West Africa
25
Mexico Walton 2022
26
HWF Pathways Project
27
FAO Climate Change
28
East Asia Sea - Vena
29
OSF Evidence Requirement Framework
30
OSF Core Strategic
31
OSF Portugal
32
Italy PPA
33
Pacific SIDS Tuna, FAO
34
Social Project Walton
35
Threadfin Bream Project
36
Total Restricted
Unrestricted:
General purpose fund
Designated - OSF
37
Total Group Funds		 Balance
Balance
1st April 2023
Income
Expenditure Gains and losses
Transfers
31st March 2024
£'000
£'000
£'000
£'000
£'000
£'000
48
0
0
0
0
48
150
0
(150)
0
0
0
2
0
(2)
0
0
0
3
0
0
0
0
3
0
0
(27)
0
40
13
535
0
(535)
0
0
0
0
0
0
0
69
69
58
0
(43)
0
0
15
42
0
(26)
0
16
32
175
0
(67)
0
(16)
92
6
72
0
0
0
78
0
0
(11)
0
40
29
(1)
0
(29)
0
0
(30)
138
0
(138)
0
0
0
(20)
0
20
0
0
0
62
0
(60)
0
0
2
6
0
(6)
0
0
0
1
0
(1)
0
0
0
769
0
40
0
0
809
788
0
(788)
0
0
0
651
0
(651)
0
0
0
61
0
(61)
0
0
0
6
0
(6)
0
0
0
9
0
(9)
0
0
0
163
0
(163)
0
0
0
5
0
(5)
0
0
0
(1)
0
1
0
0
0
166
84
(85)
0
0
165
0
12
6
0
704
722
173
0
(73)
0
0
100
23
0
(23)
0
0
0
40
0
(40)
0
0
0
855
0
0
0
(855)
0
43
0
(17)
0
0
26
0
0
0
0
38
38
0
140
(8)
0
0
132
0
103
0
0
0
103
0
12
0
0
0
12
4,956
423
(2,957)
0
36
2,458
35,122
26,171
(20,687)
1,563
(2,878)
39,291
1,856
45
(1,407)
0
2,842
3,336
41,934
26,639
(25,051)
1,563
0
45,085

Exchange gains and losses arising from the revaluation of foreign currency assets held overseas have been set against expenditure.

Transfers between unrestricted funds and restricted funds represents MSC's match funding contributions required to fulfil the donors restricted grant contract expectations. The movement between OSF Core Strategic and the HWF Pathways project in 23/24 is purely a renaming of the restricted fund to reflect its intended use. Transfers of unrestricted funds into designated funds relate to the designation of funds for the Ocean Stewardship Fund (see below) and for the Fishery Standard Review V3 implementation fund.

1) Capacity building; 2) Dutch Post Code Lottery Fish For Good; 3) MAVA PPAMP;

4) Nephrops Research Project, OSF; 5) OSF IVF ETP US Benchmarking; 6) Japan Programme, Packard Foundation;

7) Canadian Pathway; 8) Levantis, Greece; 9) UK Project Inshore; 10) OSF IVF ETP OOS Data Limited, Greece;

11) Multiplier, Certifications & Ratings; 12) Packard, East Asia Sea; 13) Benguela, Pathways Projects

14) MAVA Medpath; 15) Western Australian Fishing Industry Council ; 16) MAVA, LEAD 2; 17) Walton Family Foundation, Loan Guarantee; 18) Walton Foundation, 2019 - 2021

19) Packard Foundation, Japan; 20) Entwicklungsgesellshaft (DEG); 21) KDE project, kingfisher; 22) Midatlantic

23) Walton Family Foundation, Mexico; 24) MAVA, OSF Mediterranean; 25) MAVA, OSF, West Africa; 26) Walton Family Foundation 2022, Mexico; 27) Hans Wildorf Foundation, Pathways Project; 28) FAO, Climate Change; 29) Vena Energy, East Asia Sea; 30) OSF, Evidence Requirement Framework; 31) OSF, Core Strategic (Hans Wildorf Foundation); 32) OSF, Portugal Pathway Project; 33) OSF & Federpesca, Italy PPA; 34) FAO, Pacific SIDS Tuna; 35) Walton Foundation, Social Project; 36) Multiplier, Threadfin Bream, India

37) The OSF is a designated fund with a 3 fold objective of supporting fisheries transitioning towards MSC, funding science and research projects that will benefit MSC's sustainability agenda and a recertification strand, helping to contribute to the audit cost of fisheries being certified for the third time (2nd recertification). The V3 implementation designated fund was created by the Board in 2023/24 to fund the cost of activities that support the successful transition to version 3 of the Fishery Standard. Note 17b gives more detail on designated funds.

MSC have received £4,197,393 from the Netherlands based Nationale Postcode Loterij over a period of 10 years since 1st April 2013. These contributions arose from multi-year partnerships.

41