Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E Company Re8lStered No: 03965285 Charity Registered No.. 1080197 THE FLEMING-WYFOLD ART FOUNDATION (a Company Limited by Guarantee and Re8tstered as a Charity) Reptsrl and Finaiicial Stalemeiits for the year ended 31 March 2026 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-WYFOLD ART FOUNDATION CONTENTS Page Referen￿ aiid Adniinistrative Information Trustees, Annual Report Report of the Independent Aiidllor Statement of Financial Activ￿lIeS io Consolidated Balance Sheet li Company Balance Sheet 12 Cash Flow Stsiement 13 Notes to the Financtal Statenients 14-22 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLE.MING-WYFOLD ART FOUNDATION REFERENCE AND ADMINISTRATIVE INFORMATION FOR THE YEAR ENDED 31 MARCH 2026 The FouiidalÉon is a chai'itable company limited by guarantee and incorporaled as Company Number 03965285 and re8islered as Charity Niimber 1080197 on 3 April 2000. Tile conipaiiy was established under a Memoraiidum of Ass(Kiation which established the objec.ts and powers of the charitable compaiiy and i5 governed uiider its Articles of Association. Tlie directors of Ilie cliai'ilable company are its trustees for the purposes of cliatity law and throughout this report are collectively referred lo a5 the Triistees. TRUSTEESIDIRECTORS r R D Fleniiiig Ichairnian) Mr J E Holloway CBE Mr R Dschuster Mr JPHSScolt Mrs K J Spari'ow COMPANY SECRETARY CESScott REGISTERED OFFICE 14 Buckingliam Street London WC2N 6DF INDEPENDENT AUDITOR Hazlewood5 LLP Windsor House Bayshill Road Chelienhain GL50 3AT REC.ISTERED COMPANY NUMBER 03965285 REGISTERED CHARITY NUMBER 1080197 Page I Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-WYFOLD ART FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2026 The Trustees are pleased to present IheSr report tO8ether with Ihe consolidated finhncial 5talemeJils of tlie Foundat￿017 and its Subsidiary for the year ended 31 March 2026 whieli are also prepared to meet Ihe reqiiirenienls for a Director's Report and Accounts for Conipanies Act purposes. The reference aiTrd administrative inforination sel out on Page I forms part of this report. Mie financial statenienls coniply with the Charities Act 2011, as amended, the Companies Act 2006, the Memoraiidum and ATticles of Associatioii and the reviewed Statenient of Recommended Practice AcCoL￿tIng and Reporting by Charities (SORP 2015). STRUCTURE, GOVERNANCE AND MANAGEMENT TRUSTEES The Triistees who held office throu8hoiit the year are shown on Page l. New'lrustees, when reqiiired, are appointed by a Resolution ol existiiig Trustees and are selected on Ilie basis of iheir expertise and knowledge of tlie Foundation's activities. New Trustees uiTrdergo ali inductioii process wlien they are fully briefed on the activities of the Foundation. They are also giiided tliroLigh the decision-making processes, recent business plaiis and management reports and aiE provided witli copies of i'elevRnt documentatÉon. When nece5sai'y, Trustees are encouraged to atteiid relevant external training events appropiiale to their role. No Tr115tee receives a fee for the service tliey provlde to the Foiindation, all time spent on Foundatioii business is donRted free of cliarse. The Trustees are indemnified by The Fleming-WyEold Art Foundation's Directors & Officers Liabtltty insuraiice policy wliich 15 renewed annually. ORGANISATION The Board of Trustees is responsible fot the policy of the Foundation and tlie futtire development of tlie arl collection as well as en5uriiig that the Charity Conimissioii's guideliiie5 on piiblic benefit are mel, aiid accordingly they meet a minimum of thi'ee tinies a yeai lo review tlie progress of the Foundatioii aiid to niake any deci5iDns. In shapin8 tl)e objectives for the year aiid planning activities, the Trustees have considered the Charity Comniissions, guidance oli public benefit, including Ilie guide, Publit Benefit: Runnin8 a Charity (P82). RISK MANAGEMENT Tiie niajor risks wliich have been identified and reported to the Trustees have been reviewed and the Trustees al'e satisfied that arrangemeiits are in place lo mitigate those risks. OBJECTS AND ACTIVITIES FOR THE PUBLIC BENEFIT "To niMI to yrottiole the eiyloralioir, IlF7ders1¢711diiis niid epijoyniepit of Scoftisli ftrt creativity uloiigside the nJRiiileiififrice oiid yiiblie (lisplrtji coll￿110￿1 of llyt. Page Z Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-wYfoLD ART FOUNDATION TRUSTEES. REPORT FOR THE YEAR ENDED 31 MARCH 2026 (CONTINUED) FINANCIAL REVIEW In addition to iiicome from the investment portfolio, Tlie Foundation conliiiued its policy of raisitig fiiiids tlirough the loaning of certaiii works of art for use by other comniei'cial organisatioiis and licensing the copyright where it is owned by tlie Foundation for use worldwide. The Fouiidalion recorded a net operating surplus of £187,933 in tlie year12025: £149,435). The Ti'uslees established an Endowmenl Fund in 2006, which totalled £7,838,081 as at 31 Marcli 2026 (2025: £7,463,064). The Arl Acquisition Fuiid (included iii Ilie Unrestricted Fuiidl totalled £149,610 31 March 202612025: £78,686) followitis donalions, gifts OE art and profil on sales of £lOJ,000 {2025: £116,750). ACHIEVEMENTS AND PERFORMANCE The Fouiidalion's Museum witliout Walls $trategy continued to develop new thenies for touring exhibitions, notably the largest Iiersion of Tl)e Scottish Colourists to date at Dovecol Studios Edinbur8h. wl)ich attraeted more than 20,000 visitors in 2025. This show will be visiting to The Arc Winchester in 2026. This Fragile Earll our standout Enviroiimenlal exhtbition, was a sreat succe55 at Stirlitig Universit1$ Pathfoot building. wliere First Minister John Swliiney received a private toiir, and spoke about tlie Fleming Collection iii oiie of his speeches. Additionally, we held a small exhibition In Paris at the Bertli MoTisoI Museuni which broadened OUT reach overseas. We will be unveiling a iiew exhibition in conjiinctioLi with the RSA'S bicentennial Joan Eardley and Ilie Sea at the Granary Gallery, Berivick upoIi Tweed in 2026. Additlonallyi MTe have increased our external loans $ysleni, with mol'e works out on loan than any year in the past. Underlyiiig the on.8oiiig strength of Ihe'museum Wiihout Walls" strategy over 375,000 vi51tors knve seen a Fleming Collection touri1i8 exhibition iii the last eighi years. The Fouiidatioii has launehed a Jiew paid curatorial and research fellowship in coiijunction witli the Paul Mellon Centre, wliicl) will support einergiiig curators to use the colleetioii in new ways, and conduct ori8inal Lesearch. The acquisition pro8ramme contiiiued to fill key gaps in tlie colleclion most notably with ai) important 1949 paintiiig by avanl-garde Scottisl) paiiiler Williani Cear, a work conipleled at tlie lieight of his inlernalional fkme. Additioiiallyi we acquired a sn)all work byc_atliei'iiie Nasm}Ith, daligliter oE"father of Scottish Landscapd, Alexaiider Nasymih, fiiriher bolstering our outstanding Scottish Women Artists lioldings. We algo acquired thi'ee pliotograplis by landscape photo81'apher Peter Cattrell, a noted plTrolo8rapher wl)o trained uiider legendary Bi'ilisli laiidscape artist Faye GIKlwin. PUBLISHING The Foundation continues lo publish Scottish Art News niagazTne on an arniual basis while at the same time pronioling its book5 at the touring exhibitions and in museiini bookshop5 across Scotland. Ils on- liiie web platforn), 5cottisli Ari News reniains k pre-eminent source of covera8e (or both contemporary and historic arl. This yearfs Scottish Art News niagazine will be a special largei. editioii, liiglilighliiig our RSA bicenteiiary partnersliip. Fage 3 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-WYFOLD ART FOUNDATIOP4 TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2026 ICONTJNUED) GOALS FOR THE FUTURE To sustaiii oiir current succe55ful pro8raniine of toiiring exhibitton5 both on established themes and developing iiew oiies. To continiie to develop iiiitiatives in the sphere of ciiltural diplomacy topromote Scott1511 arl and creativity across tlie UK and beyond to reflect our diaritable goals. Additionally, we remain in 5tandEast Slipport of emergins scholars, curators and artists, to further Ilie careers aiid goals of the next geiieration OE Scotland's cvehtive ecosystem. SUBSIDIARY UNDERTAKING The SLibsidiary utiderlakiii& Fleming collec.tion Liniited, was dorniaLIt in tlie year aild tlius generated a prollt of in tlie year tv 31 Mai'ch 2026 {2025.' pi'oEit of £iTrill. INVESTMENT POLICY Tiie Trustees liave a8reed an inveslment policy for the Charitf s investment portfolio. To meet tliese objectives, the Charity's investnients are manased across & range of a55el classes, maintainiiig diversification, to prodiiee an appi'opi'iate balance between risk and return. This policy is monitored by regular knvestment reports and nieetings with the investment niaiiagers. The Trustees have decided that it w0￿]d be inappropriate to iinyose any speeific ethical investment coiistraiiits upon the investment manageroverand above those already contained within tlie managers, own eihkcal and socially respons&ble iiiveslmeiit policies. RESERVES POLICY It is the polir.y of tlie TEuslees lo maintain unrestricted funds at a level which will provide siifficient fuiids to covei. management and administration costs and any unexpected costs that may arise from tinie to tÉnie, iii additioii lo providing sufficient flexibility to add to the Collection when opportiinitie5 arise. The available reserves as at 31 March 2026 anioiinled lo ￿07,5091202s.. £349,160) which include £149,610 in Ilie Art Acquisitioii Fuiid (2025.. £78,686). The Trustees are satisfied with the level ofreserves curreiitly held. STATEMENT OF TRUSTEES, RESPONSIBILITIES The Triistees (who are also tlie directors of The Fleniing-wyfold Art Foundation for the purposes of conipaiiy law) are respoiisible for pieparing Ilie Trustees, Report aiid the financial Statements in accordance with applicable law and Uiiiled Ki1i8dom Accouiitin8 Standards {United Kingdom Cenerally Accepted AccoLinting Pi'actice)- Con)paiiy laiv tequires the Tru31ees to pi'epare financial statements for each fiiiaiicial year which give a Iriie and fair view of the state of affasrs of the c.harity aiid the gi'oup and the iiicomÉng resoitrces and application of resources, including the income and expenditure of the groiip for that period. Pa8e 4 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE TrLEMING-WYFOLD ART T.OUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2026 (CONTINUED) STATEMENT OF TRUSTEES, RESPONSIBILITIES (CONTINUED) In preparing those financial statenients the Trustees are required to: Select Suitable accounting policies and then apply them consistentlyi Observe the methods and principles iii the Charities SORP 2015,. Make judgenient5 aiid estiinates Iliat are reasonable and priideiit; Stale whethey UK Aecountiiig Standards liave beeii followed subject to any niaterial depaTtULes disclosed and explained in tlie (inaneial statements,. aiid PTepare the finaiicial stalen)ents on a going coneernbasis unless il is inappropriate to PEesunie that the cliarily will coiilinue in business. So far as tlie Trustees al'e aware: there is no relevant audit information of which the charitable company's aiiditor is uiiaware,. and the Trustees liave taken all relevant steps tliey oiight to have taken to niake Ihemselves aware of any relevant aiidit iiiformalioii and to e5tablisli that the auditoi 15 aware of Ihat information. The Trustees are responslble for keepin8 proper accounting records wliicli disclose with i'easonable accuracy at any time the financial p0511ion of the charity and to enable Ih&ni to ensure the finaiicial stateilients coniply willi the Companies Act 2006. They are also responsible for saleguardii)s Ilie assels OE the Charity and lience for taking reasonable steps for the preventioii and detection of fraud aiid other itregularifies. The Trnstees aye responsible for eiisuriTh8 that the Trustees. Annual Report is prepated in accordance with company law iii tlie United Kingdom. INDEPENDENT AUDITOR Hazlewoods LLP liave expressed their iyillingness to continue in offi￿. SMALL COMPANY EXEMPTION Tliis report has been pi'epaied in accordance wilh tlie special provisions of Part 15 of the Conipaiiies Act 2006 relating to small coinpaiiie5. Approved by ihe Trustees and 5isned 011 thelr behalf by: CESScoll Company Secretary Dated: 11 August 2026 The Fleniins Wyfold Art Foundation Company Regsstered Number 03965285 Charity Registered Nuniber 1080197 Pase 5 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-WYFOLD ART FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE FLEMING-WYFOLD ART FOUNDATION We have aiidited the finaiicial statements of Tlie Flemin8-Wylold Art Foundation (tlie parent company and its subsidialies I'the groLlP"I for the year ended 31 March 2026 wliich compritse IlTre Consolidated Statement of Fiiiancial Activities, tlie Consolidated Balaiice Sheet, the Balance Slieel, tlie consolidated Stalenient of Casli FIvw5 and the related iiotes. Tlie financi¢il reportiiig framework tliat has been applted 121 their prepaiation is applicable law and United Kingdom Accountiiig Standards, including Fiiiancial Reporliiig Standard 102 The Financial Reporting Standard applicable in the UK aiid Repiiblie ol Irelaiid (United Kinsdom Geiierally Accepted Accounting Practice). Opinion on financlal 8tAtements In our opiiiion the fiiiancial statements.. sive a true and fair view of tlie state of the group's aiid the charitf s affair5 as at 31 March 2026 aiid of its incoming resoiirces and applicatioi) of resources for tlie year then ended,. l)ave beeii propei.ly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,- and have beeii prepared in accordaiice with the requiremeiits of the Charities Act 2011. Basis for opinion We conducted our aiidit in accordan￿ with IntertTralional Standards oil Aiiditing (UK) (ISAS (UKII and pplicable law. Our iesponsibilitie5 under those standai'd5 are lurtlier described tn the AuditoEs respoiisibilities for the audit of the financial statemeiits section of our i'eport. We are iiidepeiident of the group and charity iii accoi'dance with Ilie elhAcal iequiremenls that are relevant to oui. audit of the financial statements in the UK, includins Ihe FRC'S Ethical Standard, aiid we have fulfilled OLir otlier ethical re5poiisibilities in accordaiice with Iliese requirenients. We believe that ihe audit evidence we Iiave obtaiiied is sufficient and appropriate to provide a basi5 for our opinion. Conclusions relatin8 10 80ing concem We have iiothing to report respect of the followiilg matters iii relation to wl)ich the ISAS (UK} require us to report lo yoii where.. the tru5tees' usc of Ilie solng concern basis OE accoLintins in tlie preparation of the Einancial statements 15 nut oppropriate,. or the trustees have not disclosed in the financÉal slateiiients any Édentified niaterial ui)certainties Iliat may cast signiflcant doubt abotit tlie group's or charitys ability to coiitiniie lo adopt the goin8 concern basis of accounting for a period of at least twelve tnoiiihs from the date wlien tlie financial statements are aulliorised for issue. Other infoTmation The othe¥ information comprises the iiiformation included iii the anniial report, other than the financial slatenient and our Audslorfs report thereon. The trustees are respoiisible for the other in*orniation. Tlie other information comprises the informalioii iiicluded in the annual report, other than the financial slalenient5 and our Rudllorfs report thereon. Our opinion on the fiiiaiicial statements does llot cover the other infornialioii and, except to the extent otlieiwise explicitly slated in oiir report, we do not expres5 any form of assurance conclusion thereon. Page 6 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THI FLEMING-MvfoLD ART fouNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE FLEMING-WYFOLD ART FOUNDATION (CONTINUED) Iii connectton with our audit of the financial statements, our respoiisibility is lo read the otlier informatÈon and, in doing so, consider whether the other information is materially inconsistent with Ilie fiiianeial statenients or oui. knowledge obtaiiied in the audit or otherwise appe&irs to be nialerially misstated. If we identify such material inconsistencies or apparent material mibstatements, we are required to delerniine whelhet there ig a material nissstatenient in the financicil stateineiils or a malerffial misstatei)ient of tlie other inloi'niation. If, based oli the work we have performed, we conclude tliat tliere is a nialeiial Jmisslatement of tliis other inlorEnalion, we are required to report that fact. We have nothing to report this iesard. Matters on which we are required to report by exception We have nolhins to reporl in respect of the following niatlers where Ihe Charities Act 2011 requires us to report to you if, in oiir opinion: the infoi'matioi) given in tlie financial statements is incoiisistent iii any material respect with the iistees, report,. or Sufficient accounting Tecord5 have ncit been kept,. or the finaiicial statenieilts are not in agreement witli the accounting records.. or we have not i'eceived all the infoi'iiiation and explanations we require for our audit. Responsibilities of tru5tee8 As explatned more fLtlly in tlie trustees, responsibilities slalemeiit. tlie trustees are responsible for Ihe preparation of tlie Einancial statements and for being satisfied that they sive a true and fair view, and for such internal control as the trustees determiiie is iiecessary to enable the pi'eparation of fiiiancial statements that are free from material nii55tatemeiTrt, whether due to fraud or error. Audilorfs responsibilities for the audit OÉ the financial Statements Our objeclives kre to obtain reasonable assiirance about wheihei. the Fiiiaiicial statements as a wliole are free from material mi551alemeiit, iYlietheY due to fraud or error, aiid to issue an audiloi s report that incliide5 QUI. opiiiion. Re#soiiable assuraiice is a l)igh level of assurance, but is not a guarantee that an aiidit conducted iii accordance with ISAS (UK) will always detect a material misstalemeiit when it exists. Mi5Statemenls can arise from fraud or error aiid are considered materikl if, ii)dividually or in the a881'egate, tliey could Teasonably be expected lo infliience the economic decisions of iisers taken on the basis of these financial statements. As part of an aLidit ift aceordaiiee with ISAS (UK), we exercise professional judgment and maiiithin professioiial scepticisni throushout the aiidit. We also.. Ideiilify aiid assess the risks of niaterial mi8$tatement of the financial statemenls, wlietlier duc lo fraud or error, dcsign 14 nd perfoi'ni aiidit procedures responsive to tliose risks, aiid obiaiii avdit evidence that IS SLifficient and appropriale lo provide a basis for oiir opinion. The risk of not detecting a material niis51ateiiient res111iing from frkud is higher thali for oiie resulting froni error, as fraud may iiivolve collusion, forgery, intentional oniissions, misrepresentations, or tlie override of intei'nal coiiti'ol. Obtain an understaiiding of internal coiilrol relevaiit lo tlie audit in order to desigi) audit procedures tl)at al'e appropriate in the circunislaiices, butr iiot foi. tlie PLirpose of expressing an opinioi) on the effectiveness of the group's aiid charitf s interiial coiitrol. Page 7 Docusign EnvelopÈ ID." D162EFEF-C3FF-8650-83DB-C5E326EB3A6E THE FLEMING-WYFOLD ART FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE FLEMJNG-WYFOLD ART FOUNDATION ICONTINUED) Evaluate tlie appLopriateness of accoiinting policies used and the reasonkblenes5 of accountiiig estimate5 and related disclosures made by the trustees Concliide on the approprlateness of the trustees, use of the going concern bas￿5 of accounting and, b85ed on the audit evidence obtained, wlietlier a nialerial uncertainly cxists related to events or conditioiis that may cast significant doubl on Ilie group's or charst(s ability to coiilinlie as a 80iiig concetii. If we conclude that a materikl uncertainty exists, we are required to draw attention in our auditoi s yepoi't to the related disclosures in tlie financial slatemenls or, if such disclosures al'e inadequate, to niodify oiiK opinion. Our