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2023-03-31-accounts

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE Company Resistered No: 03965285 Charity Resistettd No: 1080197 THE FLEMING-WYFOLD ART FOUNDATION (a Company Limited by Guarantee and Registered as a Charity) Report and Financial Statements for the year ended 31 March 2023

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLFMING-wYfoLD ART FOUNDATION coKrENTS Pa8e Referen￿ and Administrative tnforn￿ti0n Trustees, Annual Report Rep)rt of the tndependent Auditoi Statement of Financial Activities io Consolidated Balance Sheet li Company Balan￿ Sheet 12 Cash Flow Statement 13 Notes to the Financial Statements 14-23

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION REFERENCE AND ADMINISTRATIVE INFORMATION FOR THE YEAR ENDED 31 MARCH 2013 The Foundation is a tharitable Lvmpany Ixmxted by suarantee and incorporated as Company Number 03965285 and registered as Charity Number 1080197 on 3 April 20￿. The company was established under a Memorandum of Association whid) established the objerts and powers of the dwitable company and is governed under its Articles of Association. The directors OE the dwitable company are its trustees for the PUTposes of tharity law and throushout this report are Ileetively referred to as the Trustee5. TRUSTEESIDIREcfoRS Mr R D Flemins Ichairnian) Mr J E Holloway Mr R D Schuster Mr JPHSScott Mrs K I Sparrow COMPANY SECRETARY CESScolt REGISTERED OFFICE 14 Buckingham Street London WC2N 6DF INDEPENDEt+rr AUDITOR Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT REGISTERED COMPANY NUMBER 03965285 REGISTFJiED CHARITY NUMBER 1080197 Page I

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 202J The Trustees are pleased to present their report tosether with the consolidated financial statements of the Foundation and its Subsidiary for the Ye￿ ended 31 March 2023 which are also prepared to meet the requirements for a Direetor's Report and Accounts for C¢)mpanies Art purposes. The referen￿ and adDiinistrative information set out on Page I forms part of this report. The financial statements comply with the Charities Act 2022. as amended, the Companies Act 21X)6, the Memorandum and Articles of Association and the Teviewed Statement of Recommended Practi￿ - Accounting and Reportins by ChaTitie5 (SORP 2015). STRUCTURE, GOVERNANCE AND MANAGEMENT TRUSTEES The Trustees who held office throughout the year are shown on Page l. New Trustees. when required, are appointed by a Resolution of existing Trustees and are selerted on the basis of their expertise and knowledge of the Foundati<)n's activities. New Trustees undergo an induction Pro￿$$ when they are fully briefed on the activities of the Foundation. They are also suided through the decision-makins processes, Tecent businesb plans aJ manasement reports and are provided with copies 0£ relevant documentation. When necessary¢ Twstees are encoura8ed to attend ￿leVant extemal trainins events appropriate to their role. No Trustee re￿iVeS a Eee for the Servi￿ they provide lo the Foundatiory all time spent on Foundation business is donated free of char8e. The Trustees are inden￿1}Ied by The Flemins-wyfold Art Foundation's Directors & Officers Liability inSura￿Ce poiiLy whith is renewed annually. ORCANISATION The Board of Trustees is re￿￿POnsIble for Ihe policy of the Foundation and the lulure development of the art colledion as well as ensuring that the Charity Commission's guidelines on public benefit are met, and accordingly they meet a minimum of three times a year to review the progress of the Foundation a￿d to make any decisions. En shaping the objectives for the year and planning activities, the Trustees have considered the Chxrity Commissions, guidance on public benefit. including the guide, Public Benefitr. Running a Charity (PB2). RISK MANAGEMENT The Trustees have a risk management strategy which comprises: a regular review of the risks the Foundation may face; the establishment of $ySten￿ and Pro￿dureS lo mitigate the risks highlighted by the review; the implementation of procedures to minimise any potential impact on the Foundation should those rlsks materialise. The major ribks which have been identified and reported to the Trustees have been reviewed and the Trustees satisfied that arrangements are in Pla￿ to mitigate those risks. Pa8e 2

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION TRUSTEES. REPORT FOR THE YEAR ENDED 31 MARCH 2023 (COl4rriNUED OBJEcfs AND ACTIVITIES FOR THE PUBLIC BENEFIT "To lo promole the exploration, Hnder5tAndiMg and enioymeFJt of Scollish url ond creativity ulongside the iainten4nce and Pmblic displuyfrmrt o collection of art. FINANCIAL REVIEW ITh addition to income frorn the investment portfolio, The Foundation continued its policy OE raising funds through the leasing of certain works of art for use by ¢rther c(Immercial organisations and licensins the Lvpyright where it is owned by the Foundation for use worldwide. The Foundation worded a net operating surplus of £1(￿,469 in the year (2021. £46,499 surplus). The Tw5tee& established an Endowment Fund in 2006, whith totalled £7,220,678 as at 31 March 2023 {2(Y22: C/,722,95n. In additio￿ the Trustees raised £105,IK)0 (2021. Q5,(XJOl by way of donations to the Art Acquisition Fund from other orsanisations and a fi￿eT £31,800 of gifted artworks from individuals. ACHEEVEMENfs AND PERFORMANCE The Foundation's Museum without Walls strategy continued to develop new theme$ for touring exhibitions, notably Scottish Women Artis'ts whith was launched at the Sainsbury Centre Eor Art, Norwich; and A Window into Scottish Art, a general survey of Scottish art at the Lightlx)x, Woking. The existins Glassow Girls and Boys exhibition was staged at the Hull University Arl Collection. One of the collection's rnost important works, the Last ofthe Clan by Thomas Faed, was placed on long term loan at Tate Britasn. education programme ransed (rom the established Young Person's Art Prize to initiatives Iworkshopslcommunity projects) staged through the arts network Engase Scotland with disadvantaged groups with little previous acce5S to the aTts. The acquisition prosramme contimied apa￿ with a focus on Scottish Women arlists as well as acquiring significant new works for a future exhibitivn theme on pioneerÉns Scottisharti5ts and dimate change. PUBLICATIONS The Foundation continued to publish Scottish Art News on anannualba6is. A book on Scottish Women Artists to accompany the therned exhibition was added to the existin8 series which accompanies the exhibitions al￿ a150 sell as standalone books in museun) shops. PLANS FOR THE FUTURE Goals will remain focussed on the lons-term development and expansion ofthe Museum without Walls strategy as well as on other initiatives to fulfil our tharitable goals of promotin8 Scottish art and creativity. Fage 3

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2023 ICONTINUEDI SUBSIDIARY UNDERTAKING The subsidiary undertakin& Flemins Collecti(m Limited, was dormant ITh the year and thus senerated a profit of fJ)il in the year to 31 Marth 2023 {2022.' profit of £nil). INVESTMENT POLICY, OBJECTIVES AND PERFORMANCE The Charity's investment obiectives are: Preservation of Capxtsl and income after infiatioty subject to periodie capital investment when required: Producing a consistent and sustainable income to support the seneral expenditure of the Charity; and De]iverin8 these objectives within acceplable levels of risk. b) To meet these objectives, the Cl)arity's investments as a whole are mana8ed on a total retum basis maintaining diversification across a range of as8et classes to produtr an appropriate balan￿ between risk and return. The T￿SteeS h3ve decided that it would be inappropriate to impose any specific ethical investment constraintsupon the investmentmanager over and above those already contained withiTh themanagers. own ethical and S(￿1allY responsible investment policies. RESERVES POLICY It is the policy of the Trustees to maintain unrestricted tunds and an expendable endowment fund, which are free teserves of the Charity, &t a level which will provide sufficient kn)ds to cover management and administration costs. and any uThexpÈcted costs that may arise from time to time, in addition to providin8 sufflcient flexibility to add to the Collection when opportunitie5 arise. available reserves (excluding the Art Collection) as at 31 March 2023 amounted to £7.5(X),143 {2022.. ,994869). The Trustees aTe satisfied with the level of reserve5 currently held. STATEMENT OF TRUSTEES. RESPONSIBILfrIES The Trustees {who are also the directors of The Fleming-wyfold Art Foundation for the putP05es of company law) are responsible for preparins the T￿￿tee5. Report and the fin8mcial Statements in accordantr with applicable law and United Kingdom Accounting Standards (United Kingdom C*nerally Accepted Accountin8 Practice). Company law ￿quireS the Trustees to prepare Einancial statements for each financial year which give a true and fair view of the state of affairs of the ChaTity and the group and the incomin8 reSoUr￿S aThd application of resources, including the income and expendI￿re of the group for that period. Pa8e 4

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUJYDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 20Z3 ICOPmNUED) STATEMENT OF TRUSTEES. RESPONSIBILITIES ICOIYllNUED) In preparing thoge financial statements the Trustees are required to: Select suitable aceounling polioes and then apply them consigtendy; Observe the methods and principles in the Charities SORP 2015; Make judgements and estimates that are reasonable and prudent,. and State whether UK Accountin8 Standards have been followed subjeet to &ny material departures dxsclosed and explained in the finanaal statements; a￿a Prepare the knaal statements on a going concern basis wdess At is inappropriate to presume that the durity will ¢ontinue in Ixtsiness. The Trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the fAnanoal position of the tharity and to enable them toensure the financial statementscomply with the CompaniesALt 2006. They are a]so responsible for safesuarding the a55ets of the Charity and hence ft>r taktn8 reasonable step$ Eor the prevention and detertion 0£ Iraud and other irresularities. The Tntstees are responsible for ensurlng that the TNstees' Annual Report is prepared in accordanL with company law in the United Kingdom. INDEPENDENT AUDrroR Hazlew0￿8 LLP were appointed as auditvrs within the year and have expressed their willingness to continue in office. So far as the Trustees are aware: there is no relevant audit information of which the charitable company's auditor is unaware," and the Trustees have taken all relevant steps they ought to have taken to make themselves aware of any relevant audil information and to establish that the auditor is aware of that information. SMALL COMPANY EXEMPTION This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2(Kkn relatin8 to small companies. Approved by the Trustees and signed on their behalf by.. CESScott Company Secretary Dated: 26 July 2023 The Fleming Wyfold Art Foundation Company Registered Number 03965285 Charity Resistered Number 1080197 Pa8e 5

THE FLEMING-WYFOLD ART FOUNDATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE FLEMINGWYFOLD ART FOUNDATION

We have audited the financial statements of The Fleming-Wyfold Art Foundation (the parent company (and its subsidiaries) (“the group”) for the year ended 31 March 2023 which comprise the Consolidated Statement of Financial Activities, the Consolidated Balance sheet, the Balance Sheet, the consolidated Statement of Cash Flows and the related notes. 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).

Opinion on financial statements

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 and 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

Other information

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

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THE FLEMING-WYFOLD ART FOUNDATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE FLEMINGWYFOLD ART FOUNDATION (CONTINUED)

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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Charities Act 2022 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement, the trustees 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.

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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

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THE FLEMING-WYFOLD ART FOUNDATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE FLEMINGWYFOLD ART FOUNDATION (CONTINUED)

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA’s (UK).

In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:

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THE FLEMING-WYFOLD ART FOUNDATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE FLEMINGWYFOLD ART FOUNDATION (CONTINUED)

Use of our report

This report is made solely to the group’s and charity’s trustees, as a body, in accordance with the Charities Act 2022. Our audit work has been undertaken so that we might state to the trustees those matters we are required to state to them in an auditors’ 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 group and charity and their trustees as a body, for our audit work, for this report, or for the opinions we have formed.

……………………… Martin Howard (Senior Statutory Auditor) For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House Bayshill Road Cheltenham GL50 3AT

Date: …………………

Page 9

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION CONSOLIDATED STATEMENT OF FINANCIAL AcfivITIES FOR THE YEAR ENDED 31 MARCH 2023 Expendable Total 2023 Unrestricted Restricted Endowment Funds Funds Fund Total 2022 Note Income and endowments from: Donations Investments Charitable activities Bank Interest 31,800 238,101 101,992 47 105,155 136,955 238,101 101,992 405 189,095 111,533 358 Total income 371,940 105,513 477,453 375,628 Expenditure on: Costs of Ser￿ratInS fwid5 Charitable activities Transfer of income 29,802 313,527 8.748 38,550 313,562 18.872 46,894 281235 35 18,872 Total txpenditure 343,329 35 27,620 370,984 329,129 Net operaling (deficit)Isurplus 28,611 105,478 (27,6201 106.469 46,499 Transfer between ￿ndS Transfer of art collection 15,175) 15239 110,064) 5,355,814 {5555,814 Other recosllised sains: (Lossesl/profit5 on investment assets Loss of artworks io 1480,4781 (480,478} 16,ICX)I 361718 (6,100) 16,1(K)I 480,4781 {486,5781 361718 Net Idefldl)Iswplus for the year 5,379,250 (5,241,197) {518,162> {380,1091 409,217 Reconciliation of funds: Total Evnds brought forward 256,029 5,355,814 7,738,840 13,350,683 12,941,466 Total funds carried forward 5,635,279 114,617 7220,678 I2.970￿74 13J50,683 Pase 10

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLKMING-WYFOLD ART FOUNDATION CONSOLIDATED BALANCE SHEET AT 31 MARCH 2023 20LI 2022 Note FAxed assets: Tansible fixed assets Investments 5,470,431 7,220,678 12,69J,109 5,355,814 7,738,840 1309£654 io Tololfixed Assets Current a$sets: Debtors Cash at bank 50,362 269,976 320,338 ,560 260,051 290,611 T(Jtsl current assets Llabilities Creditors- amounts falling due within one year 12 I40￿73) 13W2) Net current dssets 279,465 256.029 Total net assets 12,970,574 13?50,683 The funds of the group: unreS￿1Cted funds RestrActed funds Desi8nated fund5 Endowment fund 13 13 9&13 10&13 164848 114,617 5,470,431 7220,678 256,029 5,355.814 7,738,840 Total Charityfv#ds I2,970￿74 13J50,683 These a¢¢ounts have been prepared in accordanee with the spe(ial Provisions of Part 15 of the Cvmpanies Act 2006 relating to small companies. The fmancial statements on pages 11 to 25 were approved by the Trustees and authori5ed for issue on 26 July 2tr23 and aTe signed on their behalf by: Mr R D Sthuster Trustee The Fleming-wyfold Art Foundation Company Regisiered Number 03965285 Charity Registered Number 1080197 Pase 11

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION COMPANY BALANCE SHEET AT 31 MARCH 2023 2023 2022 Note Fixed assets Tangible fixed assets Investments- in subsidiary undertakins Investments- other 5.470A31 5,355,814 15 io 7,220,678 11691,110 7,738.840 I3,094￿55 Current a55ets Debtors Cash at bank li 50,362 269.976 320,338 30,560 260,051 290fi11 IAabilities Creditors- amounts falling due within one year 12 (40.8741 I34￿8) Net current ossets 279,464 256,029 Total net assets I1970￿74 13J50.683 The funds vf the charity: Unrestricted funds Restricted funds Designated funds Endowment fund 13 13 13 13 164,848 114,617 5,470,431 7,220,678 256,029 5,355,814 7,738,840 Total ChAtttyfvMd$ 11970,574 13J50.683 These accounts have been prepared in attordance with the special provisions of Part 15 0£ the Companies Act 2006 relating to small companies. The finanoal Statements on pages 11 to 25 were approved by the Trustees and authotised for issue on 26 July 2023 and are sisned on their behalf by: Mr R D Sthuster Twstee The Fleming-wylold Art Foundation Company RegAStered Number 03965285 Charlty Resistered Number 1080197 Pa8e 12

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2023 Note 2023 2022 NET CASH ABSORBED BY OPERATING AcrtvrrtES Isee below) {368,611} 1328,4161 Cash flows fvom investin8 activitie5 Dividends and interest fTOm investrnents Donations Charitable aciivities Purthase of artwork Proceeds from the sale of artwork Proceeds from the sale of investments Bank interest received Purd￿Se of invebtments Net cash provided by investins actAvities 238,506 105,(KK) 101,992 188,9501 240 663,679 358 (774,7751 246.050 189,IY)5 75,000 111,533 {48,756) 650 632,305 io io 1490.307) 469,520 Change in cash and ¢4$h equivalents in period Cash and cash equivalents br(Trusht forward Cash and cash equivalents carried forward (122,561) 538,966 416,405 141,104 397.862 538,966 RECONCILIATKON OF NET MOVEMENf IN FUNDS TO NET CASH FLOW FROM OPERATING ACTIVITIES Net movement in funds for the period ended 31 March 2023 (as per the Statement of Financial Activitiesi pase 101 Adjustments for.. (380,109} 409,217 Dividends and interesl from investments Donations Charitable Donations ReaIised losbes I18ains) on the sale of investments ReaEtsed losses I18ains) in revaluing investments Profit on disposal of artwork Loss on Sale of artworks (Increase)IDettease in debtors In£reasellDecrease> in creditors {238,506} {136,81N)} {101,992} 61,479 419.(MM) (155} 6,1(K) 13,919} 6,291 1189,095) {75,(KK)I 1111,5331 {61,295J (301,423) io io li 12 11,097) 1,810 Net cash provided by op￿alIng activities Isee above {368,6111 1328,416} Analysis of ¢a$h and cash equivalettts Asatl April 2022 Cash Flow Asat31 March 2023 Cash at Bank Cash held in investments 260,051 278,915 538,966 9,925 (1314861 (122,5611 269,976 146,429 416.405 Page 13

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMIN&WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 ACCOUNTING POLICIES Basis of preparation The Einanoal Statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021. The Foundation is a public benelii entity for the purposes of FRS 102 and a re￿'stered charity eslablished as a company limited by guarantee in the United Kxn8dom and therefore has also prepared its financial statements In accordance with the Ststement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reportins Standard applieable in the UK and Republic of Ireland (The FRS 102 Charities SORPI, the Companies Act20[￿ and Charities Act 2022. The accowits are prepared in sterlin& which is the lunctional currency ol the Charity, and rounded to the nearest pound. Coins concern The financial ststements have been prepared on a going conttrn basis whith assumes the tharitable company will continue in operational existence for the foreseeable ￿ture. Other than the impart un investment movement, Ci)vid has not had much of an impact. If the pandemic was to continuelwor$en once more, it is expected the impact will remain low. The Trustees have considered the Foundation's financial forecasts and are salisfied of the Foundation's ability to continue as a going COn￿rn. The Trustees have made this assessment for a period of at least one year from the date of the approval of these linancial statements. The Foundation therefore continues to adopt the going concern basis in preparing its financial statements. The deficit Eor the year of the Foundation was £380,109 {2022.' surplus of £409,217). Consolidation of Subsidiary The Foundation is the sole shareholder in Fleming Collection Lirnited. Consolidated financial statements have been prepared in accordance with the Charities 50Rf 2015. As Ferniitted by Section 480 ot the Companies Act 2006 and Charities SORP 2015, the Statement of Financial Activities for the Foundation is not presented as parl of these firwKial statements. Fund Structure U￿estriCted Funds comprise those funds whith the Trnstees aTe Eree to use in accordance with the charitsble obseets. Restrirted Funds are those which are siven for parti￿laT purpose5 as specified by thelr donor& The Foundation has one restricted fund whidi represents the orig&nal donation to acquire the Flemins Collection of Scottish Art. The Expendable Endowment Fund was created through the donation of a portfolio of investsnents from the lale Mr Robin Fleming in 2￿7 along wkth the pro￿ed5 from the sale of the clocks and other works of art that no longer fitted the remit of the charity. Incorne arAsin8 on the Fund can be used in the Unrestricted Fund. Designated Funds are amounts whtch have been pul aside out of general unrestricted funds at the discretion of the Trustees for the artwork. Income All income is recognised in the Consolidated Statement of Finan¢ial Artivities (SOFA) when the conditions for receipt have been met and there is reasonable assuran￿ of receipt. Where a tlaim for repaymenl of income tax has been or will be made such income is grossed up for the tax recoverable. Page 14

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANaAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 ICONTtNUED) AcCOuNT￿G POLICIES ICOFlllNUED) Grant5 and Donations Receivable Grants and donations are recognised in the SOFA wheTh conditions for re￿ipt have been complied with. Activities in furtherance of the Chatity's Objects This representb income received from the ownership and utilisation of the collection and is accounted for when re￿1Vable. Investment Income ]nveslment income is aceounted Eor when receivable and is stated 8ross of any r￿13]Mable taxation relief. Exptnditure Liabilities are recognised as expenditure as soon as there is a lesal or constru¢live obligalion cvmmittAn8 the charity to the expenditure. All expenditure is accounted Eor on an aceruals basis and has been classified under headings that aggregate all costs related to the catesory. The following accounting polioes are applied to the diflerent ¢alegories of expenditure.. Costs of Charitable Aclivities These costs relate to eXpendi￿re illCUTred by the Charity in relation to the promotion of the Charities objects, induding the exhibitin& loaning and leasing of the art works. Support and Governance Costs Support and Sovernan￿ costs comprise all costs irLvolving the public accountability of the charity and its compliance with regulation and good practice. These costs include expenses related to statutory audit fees, professional and legal Eees and support costs. Tangible Fixed As8ets indudins Heritage A￿et$ Tangj'ble Fixed Assets, whith are stated at cost, indude the Flemin8 collection of works of art which are available to exhibit to the public. The Art Collection falls within the definition of'Herita8e Assets, under FRS 102 and the Charities g)RP. Heritage assets are stated at cost OT estimated market value if donated, unless a reliable estimate cannot be madelthe cost of valuation is likely to extted the benefits provided by the information, and are not subject to depretiation. Impairments in the carrying value of heritage assets are recognised if they have suffered physical deterioration or doubts arise as to their authenticity. The Art Collection i5 reviewed each year in order to assess whether any overall impairnients are necessary. DepTe¢iation No depreciation has been provided on the collection as the Trustees consider that the eslimated useful life of the collection is indelinite. Depreciation is provided on Eixtures and fittings and is provided at a rate Calculated to write off cost, less eiFtimated residuaI value, evenly over their expected useful life. The depreciation perii)ds are as follows.. Fixtures and fitlinss Computer Equipment 4 years 2 years Pase 15

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE F￿ANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 (CONTINUED) ACCOUNnNG POLICIES ICONTINUEDI Investments Investments are ststed at nwketvalue at the Baknce Sheet date. Any gain or lo&$ onrevaluation is taken to the SOFA. Fensions Contribuiions payable are d￿r9ed lo the SOFA in the year they are payable. Taxation The Fi)undatIo￿ being a regislered charity, is exempt from the payment of in¢ome. corporation or capital sains tax to the extent that its activities are charitable in natUTe. Foreign Currency Transactions Assets and liabilities in foreign currencies are translated at the rate of exchange rLtlins at the Balantt Sheet date. Transactions in foreisn currencies are translated into sterling At the rate of exthanse rulin8 al the date of transaction. Exd￿nge dIfferen￿S arising during the year are included in the SOFA. Reali5¢d and Unreali5ed Gains and Losses All sains and losses are taken to the SOFAas they arise. Realised gains and losses on investments are Calculated as all the difference between sales proceeds and opening rnarket value {purchase price if later). Unrealised sains and losses are calculated as the difference between the market value at the year end and oT)ening market value lor purchase Pri￿ if later). Critical accounting estimates and areas ot ludgemenL8 In preparin8 financial slatements it is necessary to Diake Certain judgements. estlmates and asbumptions that affect the amounts reeognised in the finanaal statement& In the view of the Trnstees in applying the accounting policies adopted, no judgenwLts were required that have a significant effect on the amounls recosnised in the financial statements nor do any estimates OT absumptions made carry a sisniEicant risk of material adjustment in the Dext financial year. Financial instruments The Foundation has elected to apply the PTovision$ of Section 11 Basic Financia] Instnllnents, of FRS 102 to all of its financial instruments. Financial instruments recognised in the Foundation's balance sheet when the Foundation becomes party to the contractual provisions of the instrument. Financial a55et$ and liabilities are oftset, with the net amounts presented in the financial statements. when there is a le8ally enfor￿abLe right to set of& the reco8nised amounts and there is an intention to settle on a net basis or to reduce the asset and 5etde the liability simultaneously. Cash and ￿$h equivalents Cash and cash equivalents include cash in hand and current and lixed tenn deposits withbanks. Pase 16

THE FLEMING-WYFOLD ART FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 (CONTINUED)

2. LIABILITY OF MEMBERS

The Fleming-Wyfold Art Foundation is a charitable company limited by guarantee.

Each member of the Charity undertakes to contribute such an amount as may be required (not exceeding £10) to the Charity's assets if it should be wound up whilst he is a member.

3. DONATIONS

Unrestricted Restricted Total
Funds Funds 2023
£ £ £
The Lennox Hannay
Charitable Trust - 25,000 25,000
The Wyfold Charitable Trust - 25,000 25,000
The PF Charitable Trust - 50,000 50,000
The Stonewall Park Charitable Trust - 5,000 5,000
Donations of artwork 31,800 - 31,800
Sale of artwork (profit) - 155 155
31,800 105,155 136,955

The above donations have been designated by the Trustees to the Art Acquisition Fund towards the purchase of artwork.

Comparatives for the year ended 31 March 2022:

The Lennox Hannay
Charitable Trust
The Wyfold Charitable Trust
The PF Charitable Trust		 Unrestricted
Restricted
Total
Funds
Funds
2022
£
£
£
-
25,000
25,000
-
25,000
25,000
-
25,000
25,000
-
75,000
75,000

The above donations have been designated by the Trustees to the Art Acquisition Fund towards the purchase.

Page 17

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL sTATEm￿￿s FOR THE Ywi ENDED 31 MAKCH 2023 (coNfiNUED) COSTS OF GENERATING FUNDS Expendable Unrestrlrted Restricted Endowment Futtds Funds Fund Total 2013 Group Investment Management Fees Custodian Fees 29,802 29.802 8,748 38,550 8,748 8,748 29,802 CompdrAtlvesfvr th¢ yertr ended 31 MArch 2022.. Expendable Unrestrf¢ted Restricted Endowment Funds Funds FILnd Total Group 2022 ]nvestmeni Management Fees Custodian Fees 32,901 31901 13,993 46,694 13,993 13,993 32,901 CHAIUTABLE AcllviTIES 2011 Unrestricted FuThds 2022 Unre8trirted Funds Advertisin8 Purchase ot artworks Loan o( paintings Reproduction di8rges- Bridgeman Art Library & Heritage Disital Catalogue and book sales Art Sales Writerfs fee 3,51K) 86,092 l(Y1945 1.701 7,032 1,041 3,393 654 4,167 101,992 Ill￿33 Page 18

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2011 ICONTJNUED) COST OF CHARITABLE AcfiviTIES AND SUPPORT COSTS Unrestslded Funds Restricted Funds Ttst41 Unrestricted RestrAeted 201 Funds Funds Total 2022 Bursary Cost of staff (note T) Conservation Promotion and marketing Publication costs Miscellaneous costs Insurance Intern aTLd Training 6,855 134,555 17.335 6￿55 13£555 17,335 9,740 120,678 10,270 9,740 120,678 10,270 35,787 4.010 6,167 16,474 1,698 14,398 35 35,822 4,010 6,167 16A74 1,698 14,398 21,698 4,810 19,526 15,664 1,662 14,047 21,698 4,810 19,526 15,664 1,662 14,047 Communication costs StOTage & Transport Travel Costs Support and Govemance Costs (note 8) 30,483 8,808 36,957 30,483 8,808 36,957 19,134 5,601 39,405 19,134 5,601 39,405 3]3￿27 35 313,562 282,255 282,235 None of the Trustees have received any trmuneration in the year {2022: £nil). TrÈvel and other expenses totalling £1,018 incurred in connection wilh activities of the Charity was reimbursed lo une member OE the board of Tw5tee5 durin8 the year {2022: £1.2191. The Foundation conslders the Director of Art and Collection% and Web Manager as key management personnel. The total employment benefits including employer pension contributions of the key management Persor￿e] were £134,55512022.. £120,678). ANALYSIS OF STAFF COSTS Group 2023 Group 2022 Wases and salaries Social security costs Pension contributions 123,211 10,139 1,205 134555 110,928 8.817 933 I20￿78 One employee received remuneration ofbetween £W,000 to £90,01￿ in the year (2022.. 1 between £80,(MIO to £90,IK>OI. This empluyee re￿iVed no pension contiibution5. The monthly average number of full time employees during the year was 2 12022: 2). Page 19

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 ICONTINUEDI SUPPORT AND GOVERNANCE COSTS Total Unre5tsicted 2023 Total Unrestiict¢d 2022 Support IAdmiNi5trAtive Costs Charity A(]ministrationlFinanaal Reporting and BwkkeepingJAdmirristration Services GOverna￿Ce Costs Auditorfs remuneratLon Audit fee- current year - prior year under acerual - other fees 30,632 28,805 4,950 T15 600 36,957 10,000 550 39,405 TANGIBLE FIXED ASSETS Heritage Assets IArt Collection) Computer Equipment Total Group and Charity Cost Brought Forwxrd Additions L055 of artwork Carried Forward 5,355,814 120,717 16,100) 5,470.431 7,182 5,362,996 120,7]7 (6,1001 5,477,613 7,182 Depreaation Biought Forward Provided for the Year Carried Forward 7,182 7,182 7,182 7,182 Net Book Value as at 31 March 2025 5.470A31 5,470.431 Net Book Value as at 31 March 2022 5,355,814 5,355,814 Heritage Assets (Art Colleetion) The Fleming Collection ranks as ¢)ne of the finest collection of Scottish art outside museums. Acquisition was started in the late 1960s by a Director of Robert Fleming & Co. The collection comprAses circa 61XJ oils aDd watercolours ransing in date from 1633 to the present day,. and is parti￿]drIY noted for contaiDing some of the most iconic paintings of the period. It is Intended to remain a Iiving collection by acquiring further works where the OPPOTtunity arises and where they are consistent with the themes of the colleciio Page 20

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE TriEMING-WYFOID ART FOUNDATION NOTES TO THE FINANCL4L STATEMENTS FOR THE YEAR ENDED 31 MARCH 20Z3 ICONfINUED TANGIBLE FIXED ASSETS ICOTrlllNUEDI During the past five years the following movements in the collection have occulled: Donations Purchases Disposals Proceeds Year ended 31 Marih 2023 2022 2021 2020 2019 31,800 88.917 48,756 39.462 30,720 131,340 {6,1￿) {240) {650) (1275) {22,313) [tell￿ from the Collection are regularly loaned to museums and galleries forExhibition purposes and images are available to view online. Items not otherwise required for exhibition are loaned commercially to businesses for display. The collection is actively managed by the Collection5 and Web Manaser who supervises all loans, monitors the condition of the painting$ and arranges for their Conservation where ne¢essary. The collection is insured with Lockton IrLsurance and was valued by Chtistie's in 2017 at £18,ni,960. 10. INVESTMENTS Total 2023 Total 2022 Market value brought forward Acquisitions at cost Less.. disposal proceeds {realised capitsl cash) 7,721957 774,r/5 1663,6791 7.834,053 {61,479) 1419,000) 7J53574 {114,024) 7,404,574 490,307 1631305) 7,26¥76 61,295 301,423 7.625294 113,546 IUnrealised)Irealised gains on disposals Net (lossllgain on Tevaluation Add: net movement in rea]ised capital cash retained for reinvestment Less: income cash Market value at 31 March {18,872) 7220,678 {15,883) 7,772,957 Hisloricul cost al 31 M￿Ch 626[790 168675 Analysis of Investments Equities Property funds nds Hedge Amds Cash held for Trinvestment Market value at 31 Marth 5,254462 601,293 843,242 379.193 142,488 7320,678 5,458,203 889,147 688,630 408,062 278,915 7,772,957 No investments comprised in exce55 of IO% of the value of the portfolio as at 31 Marth 2023 (2022= £nAI). Page 21

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL STATEMEt+rfs FOR THE YEAR ENDED 31 MARCH 2023 ICONfiNUEDI 11. DEBTOR5 Group Charity 20L8 2023 Group 2022 Charity 2022 Trade debtors Ptepaid expenses Amounts due from subsidiary Income cash Taxes Tepayable 1,393 16,6 1,393 16.630 1236 16,633 16,633 18,872 13,467 50.362 18,8n 13,467 50,362 15,883 11,691 46. 15,883 11,691 46,443 12. ANALYSIS OF LIABILITIES Group 2023 Charity 2023 Group 2022 Charity 2022 Trade creditors Other ¢￿dItorS Intercompany loan Accrua]s 2,443 2,IY)5 2,443 2,095 4,264 1,163 £264 1,163 36,335 40,873 36,335 40.874 29.155 34.582 29,]55 34583 13. FUND ANALYSIS Expendable Unrestricted Restsicted Dèsi8nated Endowmeftt Funds Fund$ Funds Fund Total 2023 Group Tangible f￿ed assets vestments Debtors 5,470,431 5,470,431 7,220,678 50,362 269,976 {40,873 12.970574 7,220.678 50,362 155,359 {40,873) 164,848 Cash Liabilities 114,617 114.617 5A70,431 7.220,678 CoFnp&rAtivesfvr the year ended 31 MArch 2021. Expendable Ettdowmenl Unre5trirt¢d Funds Restricted Funds Total 2022 Fund Gn)up Tansible fixed assets Investments Debtors Cash Liabilities 5,355,814 5.355,814 7.738.840 30,56A) 260,051 134,582} 13.350.683 7,738,840 30,560 260,051 134,582) 256,029 5255,814 7.738A40 A descriptlon of the PUTpose of the funds is given in Note I tu the flnancial statement Page 22

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE THE FLEMING-WYFOLD ART FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 20L3 (CONTINUED) 13. FUND ANALYSIS ICONTJNUEDI During the year to 3J Marth 2023, the Trnstees decided to treat the Heritage Asset Art Collection as deS1￿￿ted flmds, rather than Testricted funds as they believed it did not lulfll the requirements under Ihe Charities SORP. 14. RELATED PARTY TRANSACTIONS RFT Management 5eTvices Limited IWTMS-) Mr R D Schuster is a director of RFTMS. RFTMS charsed the Foundation Eor Charity Administration and Book-keepins services £30,632 (2022.. £28,805) and recharged costs of £6,324 12022.. £4,880) during the year. 15. INVESTMENT IN SUBSIDIARY UNDERTAKtNG Company 2023 Company 2022 Flemins Collection Limited The investment in subsidiary undertaking comprises the entire share capital of Fleming Colledion Limited (registered company number 04351531}. Flemin8 Collection Limited previously undertook commercial activities on behalf of The Fleming-wyfold Art Foundation. Fleming Colleclion Limited has been dornMnt throughout the financial year ended 31 March 2023. Pa8e 23

Docusign En¥ÈlopÈ ID". 4D083216-07E64511-B186-E7084D238AEE