2025-12-31-accounts

NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT FINANCIAL STATEMENTS FOR THE YEAR ENDED

31 DECEMBER 2025

Registered Charity Number 1144326

Registered Company Number 07645971

NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

REFERENCE AND ADMINISTRATIVE DETAILS

Registered Company Number	07645971
Registered Charity Number	1144326
Principal and
Registered Office	Jasper House,
	4-6 Copthall Avenue
	3rd Floor
	London
	EC2R 7DA
Trustees	Meghna Abraham
	Theophilus Acheampong
	Joseph Charles Bell
	Alan Detheridge
Chief Operating Officer	Elizabeth McGrath
Bankers	Lloyds Bank plc
	25 Gresham Street
	London
	EC2V 7HN
Auditor	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

The Trustees are pleased to present their annual directors’ report together with the financial statements of Natural Resource Charter Ltd (NRCL) for the year ending 31 December 2025 which are also prepared to meet the requirements for a directors’ report and accounts for Companies Act purposes.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, and Accounting and Reporting by Charities: 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 January 2019).

STRUCTURE, MANAGEMENT AND OBJECTIVES

The charitable company is controlled by its Memorandum and Articles of Association. It was incorporated on 24[th] May 2011 (Company Number 7645971) and constitutes a limited company, limited by guarantee, as defined by the Companies Act 2006, and is also registered as a charity (Charity Number 1144326).

The trustees are appointed by the Member, Natural Resource Governance Institute (“NRGI”). The charity provides induction materials for new members and training as required.

OBJECTIVES AND ACTIVITIES

The charity's objects ("Objects") are specifically restricted to the following:

To contribute to fair, prosperous and sustainable societies by advancing citizen and government efforts in resource-rich countries to:

• Drive systemic change to avoid harms from mining and equitably benefit from the responsible scale up of transition minerals necessary to avert global climate catastrophe.

• Build inclusive economies that end dependence on fossil fuels and advance a just energy transition for citizens.

• Manage revenues from natural resources accountably in response to citizen priorities.

NRCL advances sustainable development and energy transitions by strengthening the governance of minerals and fossil fuels. Through rigorous evidence, policy advocacy, technical accompaniment and alliances, NRCL works to shape policy, support reform and contribute to more equitable and accountable decision-making.

Drawing on deep country expertise and global engagement, NRCL supports policymakers, civil society, communities and other accountability actors to improve transparency, equity and public oversight. This includes advancing equitable economic benefits, upholding environmental integrity and the rule of law, combating corruption, enabling accountable revenue management and supporting credible economic pathways in the context of the energy transition. By centering equity, vision and voice, NRCL seeks to help unlock the transformative potential of resource governance to build more inclusive, resilient and prosperous societies.

NRCL operates under a cooperation agreement with the Natural Resource Governance Institute (NRGI), its sole member and a U.S.-registered charity. Established in November 2014 following the transfer of NRGI’s UK operations, NRCL also incorporated staff previously seconded to NRGI from the Open Society Foundation (Company Number 04571628). NRGI has adopted a strategic plan for 2025–2030 that encompasses NRCL’s activities, and NRCL’s trustees have reviewed this plan as it relates to NRCL. NRCL’s staff bring particular depth in applied research, policy analysis and capacity development, working with government ministries, legislatures, civil society, media, private sector actors and international institutions to promote accountable and effective governance in the extractive industries.

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACHIEVEMENTS AND PERFORMANCE

The largest share of the NRCL budget covers staff salaries, benefits and office costs. Thirteen staff are based in the London office, spanning senior management, governance, legal and economic programs, capacity development, communications, fundraising, human resources and operations. They support global, regional and country projects, engage with institutions such as multilateral agencies and private sector actors, conduct research and analysis, participate in major convenings and lead NRGI’s research and capacity-building efforts. They also collaborate with country teams to implement NRGI’s strategies. Key contributions in 2025:

• Governance, legal and economic program staff led global advocacy on transition minerals governance, anticorruption and energy transition research.

• Legal and economic programs staff advanced work on energy transition research.

• Operations, including HR, provided the organizational backbone.

• Fundraising staff led donor relations and resource mobilization.

• A capacity development team member oversaw international courses with Oxford and ETH Zurich.

• The managing director drove organizational effectiveness, strategy development and program implementation.

In 2025, NRCL staff began implementing the new 2025–2030 Strategy, which was approved by the NRGI governing board. The strategy is organized around two goals: transforming the governance of minerals, particularly those needed for the energy transition, and transforming the governance of fossil fuels while advancing economic and energy systems beyond oil and gas. Across both goals, NRGI's work is oriented towards enabling people in low- and middle-income, oil-, gas- and mineral-producing countries to build inclusive, resilient and prosperous societies. NRCL staff contributed to major progress across NRGI’s priorities through research and analysis and direct engagement with civil society, governments, and international organizations. The following highlights key achievements from NRCL’s work in 2025:

Advancing Global and Regional Leadership in Transition Mineral Governance

In 2025, building on sustained national and global engagement, NRGI strengthened its position as a leading voice on equitable and accountable governance of transition minerals. We advanced a coordinated global push to place equitable outcomes for people in producer countries at the centre of debates on global mineral supply chains and within key producer nations across Africa, Latin America and Asia.

At the global level, a central pillar of this work has been our engagement with the UN Secretary-General’s Panel on Critical Energy Transition Minerals. Building on the Panel’s recommendations, which we contributed to in 2024, we helped consolidate a coalition of governments and civil society actors committed to embedding mineral equity into the COP30 outcomes. On the road to COP30, we worked closely with Negotiators and partners across the Global South to ensure that value addition, benefit sharing, human rights, and anti-corruption were reflected in negotiations under the Just Transition Work Programme. On environmental integrity and human rights around transition mineral mining governance, NRGI provided technical assistance to the Government of Colombia as it advanced discussions toward a global agreement on responsible mining. We have also promoted environmental integrity through our role as civil society representatives in the Global Investor Commission on Mining 2030’s working group on Stakeholder Engagement and Benefit Sharing. Beyond formal negotiations, NRGI elevated minerals producer-country priorities across major global and regional forums, including the OECD Forum on Responsible Mineral Supply Chains, the Extractive Industries Transparency Initiative, the African Mining Indaba, and the Ibrahim Governance Weekend. Across these platforms, we emphasized tax reform, value addition, citizen beneficiation, anti-corruption safeguards, environmental standards, and civic space as foundations of just mineral supply chains.

At the regional level, we published research on regionalising Africa’s mineral value chains, outlining practical steps to translate cross-country cooperation into concrete outcomes. We launched this work in Lusaka, Zambia, linking it to upcoming policy processes across the region. A major milestone was our partnership with Indonesia’s National Economic Council to convene senior officials from ten Global South countries in Bali and Weda Bay for candid reflection and problem-solving on mineral value addition. This gathering marked the launch of a new South–South Learning Platform in collaboration with the African Centre for Energy Policy, Gadjah Mada University and the Universidad de Chile, alongside government representatives from DRC, Chile, Indonesia and Zambia demonstrating how

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

we build sustained momentum across country, regional and global programming. NRGI also deepened its work on socioenvironmental governance and corruption risks in mineral supply chains.

At the national level, NRGI sharpened its analytical and policy frameworks to help governments maximize equitable economic benefits from transition minerals. Our Six Keys to Equitable Value Addition framework guided in-depth engagement in Ghana, Mongolia, Chile, the DRC, Indonesia and Zambia. In Ghana, we conducted a deep dive into lithium refining plans and are informing revisions to environmental and social impact assessment and resettlement regulations. In DRC, we launched detailed analytical work on value addition and supported the drafting of a decree to establish a National Register of Beneficial Ownership to strengthen integrity in mineral licensing. In Indonesia, we assessed corruption risks linked to a new minerals-driven sovereign wealth fund and initiated a comprehensive Resource Governance Country Assessment of the mining sector.

Working towards just transitions in fossil fuel producing countries

In 2025, amid significant uncertainty in global fossil fuel markets, NRGI focused on helping producer countries manage volatility while preparing for more resilient, diversified and low-carbon economies. Across Latin America, sub-Saharan Africa, the Middle East and North Africa (MENA), we combined research, policy engagement and inclusive dialogue to advance reforms in revenue management, national oil company (NOC) governance, methane emissions and peoplecentred just transition planning. NRGI prioritised equitable and accountable revenue management. In Senegal, we sustained informed public debate following the start of oil and gas production. Across countries, we worked to align fossil fuel revenue policies with green industrialisation and long-term diversification goals.

NRGI scaled up engagement on methane governance, supporting Senegal to strengthen emissions management regulations and working with the Nigeria Extractive Industries Transparency Initiative to enhance tools for analysing greenhouse gas and methane disclosures. Our efforts have resulted in improved emissions transparency, with oil and gas companies reporting data that can inform oversight and reform. Lessons from Senegal and Nigeria are informing peer learning with Uganda and countries in the MENA region. On NOC governance, we elevated debate around transition risks and reform options in Mexico, Colombia and Brazil, and fostered South–South dialogue on diversification strategies. These discussions reinforced the need to integrate NOC transition as a key dimension of regional climate strategy and industrial planning at a time when Latin American NOCs are global reference cases for the political feasibility (or limits) of diversification.

NRGI is also advancing international advocacy for increased public finance aligned with local and national priorities in the Global South in key international spaces such as London Climate Action Week, UNFCCC Subsidiary Bodies meeting (SB62) and the Bonn Climate Talks. We expanded our research to support evidence-based gas policy, focusing on reducing import dependence in Colombia and Mexico, launching new gas and renewables analysis in Nigeria, strengthening our gas-to-power framework, and promoting accountable dialogue around Senegal’s Just Energy Transition Partnership.

Across these efforts, NRCL staff have linked transparency, fiscal resilience, emissions management and inclusive dialogue to help fossil fuel-producing countries navigate a complex global phase-out landscape. By centring citizen priorities and strengthening institutions, we are working to ensure that the transition away from fossil fuels is more orderly, equitable and development-oriented for the countries and communities most affected.

Capacity development and knowledge sharing on resource governance and the energy transition

Building capacity among diverse stakeholders remains a cornerstone of our work. Between June and July 2025, NRGI co-hosted the latest edition of the Advanced Course on Natural Resource Governance and the Energy Transition: Policies and Practice in collaboration with the NADEL Center for Development and Cooperation at ETH Zurich. This year marked a major milestone as the program was delivered in a hybrid format for the first time, combining six weeks of online learning with an in-person week at ETH Zurich. The course brought together 24 mid-career professionals from 19 countries, including public officials, civil society leaders and technical experts. The online phase covered fiscal regimes, environmental and social impacts, and political economy dynamics, complemented by live discussions and applied assignments. The in-person week deepened collaboration and focused on key dimensions of the transition, including corruption and human rights in mining, gender-just transitions, fiscal linkages, state-owned enterprises, energy security,

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

and the balance between gas and renewables. NRGI colleagues from across Africa, Latin America and Europe led more than half of the sessions, ensuring grounded, cross-regional perspectives.

We also conducted our annual Executive Course on Managing Mining, Oil and Gas with Oxford’s Blavatnik School of Government in September 2025. The course grounded participants in shared experiences around management of natural resources while tackling evolving challenges such as the global rush for critical minerals and the uncertainty associated with the global energy transition’s impacts on future energy markets. Among the 45 participants, we emphasized engaging country cohorts from NRGI countries, including DRC, Ghana, Guinea, Indonesia, Mexico, Mongolia, Nigeria, Peru, Senegal and Uganda to connect the course with ongoing policy moments and set the stage for in-country follow-up.

In addition, NRGI conducted the 14[th] Edition of the Anglophone Africa Summer School in August, in partnership with the African Centre for Energy Policy. The course took participants from eight African countries deep into practical exercises inside and outside the classroom to strengthen engagement plans. ACEP and NRGI organized the course alongside the annual Future of Energy Conference, to deepen networking and practical peer-led strategy sessions on issues including financing for just transitions, national oil company transformations and women’s participation in mining.

KEY MANAGEMENT PERSONNEL

In 2025, NRGI’s senior management team was based in the US, except for the Senior Director of Programs, based in Colombia, and the Chief Operating Officer, based in the UK. NRCL bore the costs of the Chief Operating Officer.

The Governing Board of NRGI is responsible for establishing/reviewing the compensation (salary and benefits) of all NRGI senior executives inclusive of the Managing Director. Staff pay is set using external benchmarking of the applicable local market(s).

RISK REVIEW

NRGI takes a centralized approach to risk management and manages its insurance policies globally. In addition to organization-wide assessments of the operating environment (financial risks, people risks, reputational risks) NRGI also conducts risk reviews at the project level. Project leads carry out risk assessments when projects are launched.

The table below draws on NRGI's organizational risk register, which was substantially revised in 2025–26 as part of a broader enterprise risk management initiative. The register is reviewed and updated on a rolling basis by senior management, with residual risk scores, trend assessments, and mitigation actions reported to the Audit and Finance Committee and the Governing Board on a regular cycle. It highlights risks that are specific to NRCL within the wider NRGI context. NRCL’s income is entirely derived through a service agreement with its parent organization, NRGI, and its transactions primarily relate to UK-based staff and the operating costs of the London office.

While NRGI’s internal risk register includes a wider range of risks, the table below focuses only on those with the highest potential likelihood and impact for NRCL.

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

Description	Mitigation
Financial Management Control
Weaknesses in financial controls, cash flow management or compliance expose NRGI to financial loss, audit findings or reputational damage Possible vulnerabilities include enabling internal budget ownership, ensuring oversight of unrestricted spend, and building understanding of sign-off authority for expenditure decisions	1. Annual independent audit conducted, with findings reported to the Audit and Finance Committee and remediation tracked. 2. Finance policies and procedures are documented and applied, including authorization limits, procurement controls, and expense management. 3. Monthly budget monitoring with variance analysis reported to management. 4. Funder compliance reporting managed to grant-specific requirements. 5. Audit and Finance Committee provides board-level oversight of financial management; Delegation of Authority provides internal clarity. 6. Cash flow monitored weekly, with donor payment timelines actively tracked to reduce delays in reimbursement.
People Risks
Loss of key talent required to deliver NRCL’s strategy.	1 Ensure cross-training among team members to build redundancy and reduce disruption when turnover occurs. 2 Maintain robust information and knowledge management systems to support smooth transitions. 3 Recruit strategically for key vacancies to strengthen organizational capacity and depth of expertise. 4 Engage with high-performing staff to support professional development, retention and job satisfaction. 5 Undertake a remuneration review to understand market benchmarks and support the retention and attraction of talent.
Staff potentially exposed to harm in the course of performing their duties -	1. Staff undertaking international travel are required to review and confirm compliance with relevant travel guidance and security advisories before departure. 2. NRGI maintains global insurance coverage for staff, including coverage for travel-related incidents. 3. NRGI provides medical evacuation and repatriation insurance for employees requiring urgent medical attention while working in higher-risk environments. 4. Establish a safety and security committee to oversee organizational policies, review emerging risks and strengthen coordination on staff safety and duty of care.
Reputational Risks
Risk to NRGI’s strategic relevance in the context of the climate crisis and the global shift toward energy transition.	1. Continue to invest in advancing NRGI’s work on energy transition and critical minerals governance. 2. Position NRGI as a leading voice on the governance of energy transitions through research, policy engagement and partnerships. 3. Strengthen communications to ensure NRGI’s work reflects and responds to evolving global debates on climate, energy and resource governance.
Protection of Assets
Disaster (such as fire or flooding) leading to loss of essential assets or critical data.	1. Core systems and data are cloud-based with regular automated backups in place. 2. Staff laptops are backed up through secure cloud services, including OneDrive. 3. Relevant insurance coverage is in place to protect organizational assets and business continuity. 4. Cybersecurity measures are maintained across the organization,includinganti-phishingtrainingfor all staff.

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

Description

Mitigation

System issues (e.g. virus, hacking, unauthorized access or system outages), fraud, theft or misappropriation of assets.

1. Segregation of duties is in place, with appropriate set-up and approval requirements for all payments. 2. Funds are transferred to NRCL on a monthly basis, limiting the amount of cash held or accessible at any given time. 3. Monthly bank reconciliations are conducted, with all transactions reviewed and approved centrally. 4. Organizational systems include security and monitoring measures to reduce risks of unauthorized access. 5. Relevant insurance coverage is in place.

PUBLIC BENEFIT

The trustees confirm that they have referred to the Charity Commission's general guidance on Public Benefit when reviewing and shaping the charity's aims and objectives for the year and planning future activities. The charity works to ensure that its programmes are inclusive, accessible, and responsive to the needs of its intended beneficiaries.

FUNDRAISING POLICY

The Charity undertakes limited external fundraising activities, which are aligned with the strategy and priorities of its parent organization, the Natural Resource Governance Institute (NRGI). During the reporting period, NRCL did not receive any complaints. The Charity does not fundraise from members of the general public.

RESERVES POLICY

The Trustees believe it is not necessary to mandate a specific level of reserves and introduce an independent reserve policy considering the cooperation agreement with NRGI. NRGI adopted a comprehensive reserves policy as of April 2019 that includes NRCL. The current reserve level is reviewed at each board meeting.

FINANCIAL REVIEW

Income for the year ended December 31, 2025, and 2024 was £1,612,832 and £1,671,930, respectively, comprising contributions from NRGI. Expenses were £1,571,474 and £1,711,165, respectively, comprising primarily staff costs and office costs. Staff costs drove the decrease in expenses as headcount decreased. This has resulted in a surplus of £41,358 (2024: £39,235 deficit) for the period and with the Net Assets of £100,816 (2024: £59,458). All income and expenditure in the year were unrestricted.

PLANS FOR THE FUTURE

In 2025, NRGI launched a new organizational strategy covering the period through to 2030. The strategy aims to unlock the transformative potential of resource governance to help build more inclusive, resilient and prosperous societies in resource-rich countries.

NRGI will continue to operate as an independent, global policy institute focused on strengthening the governance of natural resources. Through research, policy analysis, partnerships and policy engagement, the organization works to generate evidence and translate it into practical reforms that support sustainable development and more equitable outcomes for citizens in resource-rich countries.

The strategy focuses on two overarching goals: transforming the governance of minerals, particularly those needed for the energy transition, and transforming the governance of fossil fuels while supporting countries to navigate the global shift toward more sustainable energy systems.

Through this work, NRGI seeks to support governments, civil society and other stakeholders to maximize equitable economic benefits from natural resources, uphold environmental integrity and human rights, combat corruption, manage resource revenues responsibly, and support countries in defining economic pathways toward more resilient and sustainable energy systems.

NRCL staff will support the implementation of these priorities through policy analysis, technical assistance, partnerships and advocacy aimed at strengthening resource governance and advancing accountable and inclusive development outcomes.

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NATURAL RESOURCE CHARTER LIMITED

TRUSTEES’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF TRUSTEES’ RESPONSIBILITIES

The Trustees, who are also directors of the charitable company for the purpose of company law, are responsible for preparing the Trustee Report and the accounts in accordance with applicable law in the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the trustees to accounts for each financial year which give a true and fair view of the state of affairs of the charity and the incoming resources and application of resources, including the income and expenditure of the charitable company of the period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• observe the methods and principles in the Charities SORP;

• make judgments and accounting estimates that are reasonable and prudent;

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

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

The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the accounts comply with the companies act 2006. They are also responsible for safeguarding the assets of the charity and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

As far we are aware. there is no relevant audit information of which the company's auditors are unaware. We have taken appropriate steps identify any relevant audit information and to establish that the auditors are aware of that information.

AUDITORS

HaysMac LLP have expressed their willingness to continue in service and offer themselves for re-appointment at the next annual General Meeting.

SMALL COMPANY NOTE

In preparing this report, the trustees have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Signed by order of the Board of Trustees on 28[th] May 2026 by

Alan Detheridge

……………………

Alan Detheridge Trustee

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INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF NATURAL RESOURCE CHARTER LIMITED

We have audited the financial statements of the Natural Resource Charter Limited for the year ended 31 December 2025 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

• give a true and fair view of the state of the charitable company’s affairs as at 31 December 2025 and of the charitable company’s net movement in funds, including the income and expenditure, for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charity 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 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. The other information comprises the information included in the Trustees’ Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

• the information given in the Trustees’ Report (which includes the directors’ report prepared for the purposes of company law) for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors’ report included within the Trustees’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ Report (which incorporates the directors’ report).

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INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF NATURAL RESOURCE CHARTER LIMITED

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

• adequate accounting records have not been kept by the charitable company; or

• the charitable company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of trustees’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the trustees were not entitled to prepare the financial statements in accordance with the small companies’ regime and take advantage of the small companies’ exemptions in preparing the trustees’ report and from the requirement to prepare a strategic report.

Responsibilities of trustees for the financial statements

As explained more fully in the trustees’ responsibilities statement set out on page 7, 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.

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

Based on our understanding of the charitable company and the environment in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements of the Charities Act, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and the Charities Act 2011.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management override. Audit procedures performed by the engagement team included:

• Inspecting correspondence with regulators and tax authorities;

• Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Evaluating management’s controls designed to prevent and detect irregularities;

• Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and

• Challenging assumptions and judgements made by management in their critical accounting estimates

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

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INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF NATURAL RESOURCE CHARTER LIMITED

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.

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.

Steve Harper (Senior Statutory Auditor) For and on behalf of HaysMac LLP, Statutory Auditors

10 Queen Street Place London

Date: 17 June 2026

EC4R 1AG

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NATURAL RESOURCE CHARTER LIMITED

STATEMENT OF FINANCIAL ACTIVITIES INCORPORATING THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2025

		Unrestricted	funds
		Totals	Totals
		2025	2024
	Notes	£	£
Income from:
Donations		1,612,832	1,671,930
		-------------------	-------------------
Total		1,612,832	1,671,930
		--------------------	--------------------
Expenditure on:
Charitable activities
Direct charitable expenditure	3	1,571,474	1,711,165
		-----------------	-----------------
Total		1,571,474	1,711,165
		------------------	------------------
Net movement in funds		41,358	(39,235)
Reconciliations of funds
Total funds brought forward		59,458	98,693
		--------------------	--------------------
Total funds carried forward		100,816	59,458
		=========	=========

All transactions are derived from continuing activities.

All gains and losses recognised in the year are included in the Statement of Financial Activities.

The accompanying notes form part of these financial statements.

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NATURAL RESOURCE CHARTER LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2025

COMPANY NUMBER 07645971

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible fixed assets	6		5,141		6,664
CURRENT ASSETS
Cash at Bank		58,191		2,873
Debtors	7	121,252		119,339
		----------------		----------------
		179,443		122,212
Creditors: Amounts falling due within
one year	8	(83,768)		(69,418)
		---------------		---------------
NET CURRENT ASSETS			95,675		52,794
			---------------		---------------
NET ASSETS			100,816		59,458
			=======		=======
FUNDS
Unrestricted funds
General	10		100,816		59,458
			-------------------		-------------------
			100,816		59,458
			=========		=========

and were signed below on its behalf by:

Alan Detheridge

…………………………………

Alan Detheridge Trustee

The accompanying notes form part of these financial statements.

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NATURAL RESOURCE CHARTER LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

			Total funds	Total funds
			2025	2024
			£	£
Cash /inflows from operating activities			55,869	(58,298)
Cash flows from investing activities:
Purchase of tangible fixed assets			(551)	(509)
			-----------------	-----------------
Decrease in cash and cash equivalents in the reporting			55,318	(58,807)
period
Cash and cash equivalents at the beginning of the
reporting period			2,873	61,680
			--------------------	--------------------
Cash and cash equivalents at the end of the reporting
period			58,191	2,873
			==========	==========
			2025	2024
			£	£
Reconciliation of net movement	in funds to cash flow
from operating activities
Net movement in funds			41,358	(39,235)
Depreciation			2,074	9,841
(Increase)/decrease in debtors			(1,913)	19
Increase/(decrease) in creditors			14,350	(28,923)
			---------------------	---------------------
Net cash used by operating activities			55,869	(58,298)
			==========	==========
Analysis of cash and cash equivalents			2025	2024
			£	£
Cash in hand			58,191	2,873
			-----------------	-----------------
Total cash and cash equivalents			58,191	2,873
			========	========
nalysis of changes in net funds
At 1 January 2025		Cash Flow	Other cash changes	At 31 December
				2025
	£	£	£	£
Cash and bank	2,873	55,318	-	58,191

Analysis of changes in net funds

14

NATURAL RESOURCE CHARTER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. ACCOUNTING POLICIES

Basis of Preparation

The financial statements have been prepared in accordance with Accounting and Reporting by Charities: 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) – (Charities SORP (Second Edition, effective 1 January 2019), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

Natural Resource Charter Limited meets the definition of a public benefit entity under FRS102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes.

Going Concern

The Trustees have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the charity to continue as a going concern.

The Trustees consider that the charitable company’s funding arrangement with its parent, NRGI, allows it to continue the operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Income

Incoming resources represent donations, including donated services received from the parent charity, NRGI, and is accounted for on a receivable basis . All income is recognised once the charity has entitlement to income, it is probable that income will be received and the amount of income receivable can be measured reliably.

Charitable Expenditure

Charitable expenditure consists of all expenditure relating to the objective of the Charity. All costs are directly attributable to the activities under which they have been analysed.

Governance Costs

Governance costs include expenditure on the governance of the Charity and are primarily associated with constitutional and statutory requirements.

Tangible Fixed Assets

Fixed assets costing US$1,000 or its equivalent in local currency or more, with a useful life of at least one year are capitalised. As an alternative to prorating the depreciation in the year of acquisition or disposal, the charity takes one half year of depreciation in both the years of acquisition and disposal. Depreciation is calculated by the straight-line of the estimated useful lives of the assets on the following basis

Fixtures & equipment - 10 years Computer equipment - 3 years Other office equipment - 7 years Leasehold improvements - Term of lease

Funds

General Funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the charity and which have not been designated for other purposes.

Pension

The charitable company operates a defined contribution pension scheme. Contributions payable to the charitable company's pension scheme are charged to the Statement of Financial Activities in the period to which they relate.

15

NATURAL RESOURCE CHARTER LIMITED

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

1. ACCOUNTING POLICIES (continued)

Company status

The company is a company limited by guarantee. The members of the company are the Trustees named on Page 1. In the event of the company being wound up, the liability in respect of the guarantee is limited to £10 per member of the company.

Estimates and Judgement

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results may ultimately differ from those estimates. The Trustees consider depreciation to be subject to estimation and judgement.

Financial Instruments

Basic financial instruments are initially recognised at transaction value and subsequently measured at amortised cost with the exception of investments which are held at fair value. Financial assets held at amortised cost comprise cash at bank and in hand, together with trade and other debtors. A specific provision is made for debts for which recoverability is in doubt. Cash at bank and in hand is defined as all cash held in instant access bank accounts and used as working capital. Financial liabilities held at amortised cost comprise all creditors except social security and other taxes.

Debtors

Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Cash at bank and in hand

Cash at bank and cash in hand includes cash and short term highly liquid investments.

Creditors and provisions

Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

Employee benefits

• Short term benefits

Short term benefits including holiday pay are recognised as an expense in the period in which the service is received.

• Employee termination benefits

Termination benefits are accounted for on an accrual basis and in line with FRS 102.

2.

NET MOVEMENT IN FUNDS	2025	2024
	£	£
The net movement in funds is stated after charging:
Auditor’s fee	19,100	18,300
Depreciation	2,074	9,841
	=======	=======

During the year, no Trustees received any remuneration (2024: £Nil) During the year, no Trustees received any benefits in-kind (2024: £Nil)

During the year, no Trustees received any reimbursements of expenses (2024: £Nil)

16

NATURAL RESOURCE CHARTER LIMITED

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	CHARITABLE ACTIVITIES	Direct	Direct	Total	Total
		Staff costs	Other and	2025	2024
			Governance
			costs
		£	£	£	£
	Technical advice, advocacy, applied research, policy
	analysis, and capacity development	1,162,839	408,635	1,571,474	1,711,165
		=========	=========	========	=========
	Prior year comparative - 2024	1,303,820	407,345	1,711,165	1,878,705
		=========	=========	========	=========

Included within Direct Other and Governance costs is an amount of £57,867 (2024: £46,014) relating to support costs for one member of staff.

4.	GOVERNANCE COSTS	2025	2024
		£	£
	Auditor’s fee	19,100	18,300
		----------------	----------------
		19,100	18,300
		========	========
	Governance costs have been allocated to charitable activities in full.
5.	STAFF COSTS AND NUMBERS	2025	2024
		£	£
	Staff costs during the year were as follows:
	Wages and salaries	942,213	1,067,761
	Social security costs	128,683	130,287
	Pension costs	91,943	105,771
		----------------	----------------
		1,162,839	1,303,819
		========	========
	The average number of employees during the two years was as follows:
		2025	2024
		Number	Number
	Programmatic staff	8	11
	Communications, administration and accounting	5	5
		----------------	----------------
		13	16
		========	========
	The number of higher paid staff whose taxable emoluments fell into higher salary bands	2025	2024
	were:	Number	Number
	£60,001 - £70,000	3	2
	£70,001 - £80,000	1	2
	£80,001 - £90,000	-	-
	£90,001 - £100,000	-	-
	£100,001 - £110,000	1	2
	£110,001 - £120,000	-	-
	£120,001 - £130,000	2	2
	£130,001 - £140,000	1	1
		----------------	----------------

Key management remuneration was £159,623 (2024: £143,059). The charitable company operates a defined contribution pension scheme. During the year contributions paid across totalled £91,943 (2024: £105,771). At the year-end there were outstanding contributions of £0 (2024: £0).

17

NATURAL RESOURCE CHARTER LIMITED

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	TANGIBLE FIXED
	ASSETS
		Fixtures &	Other	Leasehold	Total
		Fittings	equipment	Improvements	2025
			£	£	£
	Cost
	At 1 January 2025	8,115	639	16,324	25,078
	Additions	43	508	-	551
		-----------------	-----------------	-----------------	----------------
	At 31 December 2025	8,158	1,147	16,324	25,629
		-----------------	-----------------	-----------------	----------------
	Depreciation
	At 1 January 2025	2,245	639	15,530	18,414
	Charge for the year	814	466	794	2,074
		-----------------	-----------------	-----------------	----------------
	At 31 December 2025	3,059	1,105	16,324	20,488
		-----------------	-----------------	-----------------	----------------
	Net Book Value
	At 31 December 2025	5,099	42	-	5,141
		========	========	========	========
	At 31 December 2024	5,870	-	794	6,664
		========	========	========	========
7.	DEBTORS				2025	2024
					£	£
	Prepayments				52,506	52,200
	Advances to employees				1,666	59
	Security deposits				67,080	67,080
					-----------------	-----------------
					121,252	119,339
					========	========
8.	CREDITORS: amounts due within one year				2025	2024
					£	£
	Trade creditors				41,667	38,403
	Accrued expenses				42,101	31,015
					-----------------	-----------------
					83,768	69,418
					========	========
9.	ANALYSIS OF NET ASSETS BETWEEN FUNDS				Total funds/
					Unrestricted
						Funds
						£
	Represented by:
	Fixed assets					5,141
	Current assets					179,443
	Current liabilities					(83,768)
						--------------------
	Fund balances at 31 December 2025					100,816
						==========

18

NATURAL RESOURCE CHARTER LIMITED

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	FUNDS	Balance			Balance
		1 January	Income	Expenditure	31 December
		2025			2025
		£	£	£	£
	General Fund	59,458	1,612,832	(1,571,474)	100,816
		----------------	--------------------	------------------	---------------
	Total unrestricted funds	59,458	1,612,832	(1,571,474)	100,816
		=========	=========	========	========
	FUNDS – COMPARATIVES 2024	Balance			Balance
		1 January	Income	Expenditure	31 December
		2024			2024
		£	£	£	£
	General Fund	98,693	1,671,930	(1,711,165)	59,458
		----------------	--------------------	------------------	---------------
	Total unrestricted funds	98,693	1,671,930	(1,711,165)	59,458
		=========	=========	========	========

11. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The entity is a company limited by guarantee with no share capital. The company is controlled by its members who have equal voting rights.

12. OPERATING LEASE NOTE

The total of the future minimum lease payments at the end of the year are:

	2025	2024
	Leasehold	Leasehold
	£	£
Not later than 1 year	134,160	111,800
Later than 1 year and not later than 5 years	11,180	145,340
	---------------	---------------
	145,340	257,140
	========	========

13. RELATED PARTIES TRANSACTION

Natural Resource Governance Institute (NRGI), is a charity registered in the United States of America. There is a Cooperation Agreement between the entities. During the year, donations of £1,611,857 (2024: £1,671,930) was received from NRGI. There are no other related parties transactions in the current or prior period.

19