Company registration number SC276252 (Scotland)
BARR + WRAY HOLDINGS 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
BARR + WRAY HOLDINGS 2 LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 15
BARR + WRAY HOLDINGS 2 LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr I Montgomerie
Mr L Kennedy
Mr P Rock
(Appointed 5 December 2024)
Ms S Peggram
(Appointed 5 December 2024)
Secretary
Mr I Montgomerie
Company number
SC276252
Registered office
1 Buccleuch Avenue
Hillington Park
Glasgow
Scotland
G52 4NR
Auditor
Dains Audit (Scotland) Limited
169 West George Street
Glasgow
United Kingdom
G2 2LB
BARR + WRAY HOLDINGS 2 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -

The directors present the strategic report for the period ended 31 December 2025.

Review of Business

The results for the period and the financial position of the Company are shown in the annexed financial statements.

The total distribution of dividends for the period ended 3 1 December 20 25 was £nil (20 24: £214,000). The total income received in the pe r iod from shares in group undertakings was £nil (20 24: £214,000). There were no other transactions and the Company effectively remained dormant in the year under review.

On behalf of the board

Mr I Montgomerie
Director
10 July 2026
BARR + WRAY HOLDINGS 2 LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2025.

Principal activities

The principal activity of the Company in the period under review was that of a holding company.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid (2024: £214,000). The directors do not recommend payment of a final dividend.

Directors

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

Mr A A MacDonald
(Resigned 5 December 2024)
Mr I Montgomerie
Mr D Barton
(Resigned 5 December 2024)
Mrs M Johnson
(Resigned 5 December 2024)
Mr L Kennedy
Mr I McClure
(Resigned 5 December 2024)
Mr P Rock
(Appointed 5 December 2024)
Ms S Peggram
(Appointed 5 December 2024)
Auditor

The auditor, Dains Audit (Scotland) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

BARR + WRAY HOLDINGS 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
Mr I Montgomerie
Director
10 July 2026
BARR + WRAY HOLDINGS 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BARR + WRAY HOLDINGS 2 LIMITED
- 5 -
Opinion

We have audited the financial statements of Barr + Wray Holdings 2 Limited (the 'company') for the period ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the period 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 company 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 directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

BARR + WRAY HOLDINGS 2 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BARR + WRAY HOLDINGS 2 LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors 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 directors 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 directors are responsible for assessing the 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 directors either intend to liquidate the 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, was as follows:

- We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- We identified the laws and regulations applicable to the company through discussions with directors an d management and from our knowledge of the regulatory environment relevant to the company.

- We assessed the extent of compliance with laws and regulations through making enquiries of management and inspecting legal correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud.

- T o address the risk of fraud through management bias and override of controls, we tested journal entries to identify unusual transactions, we assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias and we investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

BARR + WRAY HOLDINGS 2 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BARR + WRAY HOLDINGS 2 LIMITED
- 7 -

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 company's member 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 company's member those matters we are required to state to the member 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 company and the company's member, for our audit work, for this report, or for the opinions we have formed.

Andrew McKay
Senior Statutory Auditor
For and on behalf of Dains Audit (Scotland) Limited
Statutory Auditor
169 West George Street
Glasgow
United Kingdom
G2 2LB
14 July 2026
BARR + WRAY HOLDINGS 2 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
Period
Year
ended
ended
31 December
30 September
2025
2024
Notes
£
£
Interest receivable and similar income
4
-
0
214,000
Profit before taxation
-
0
214,000
Tax on profit
-
0
-
0
Profit for the financial period
-
0
214,000

The notes on pages 11 to 15 form part of these financial statements.

BARR + WRAY HOLDINGS 2 LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
31 December 2025
30 September 2024
Notes
£
£
£
£
Fixed assets
Investments
6
771,799
771,799
Current assets
Cash at bank and in hand
2,485
2,485
Creditors: amounts falling due within one year
8
(571,799)
(571,799)
Net current liabilities
(569,314)
(569,314)
Net assets
202,485
202,485
Capital and reserves
Called up share capital
9
63,485
63,485
Capital redemption reserve
139,000
139,000
Total equity
202,485
202,485

The notes on pages 11 to 15 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
Mr I Montgomerie
Director
Company Registration No. SC276252
BARR + WRAY HOLDINGS 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2023
63,485
139,000
-
0
202,485
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
214,000
214,000
Dividends
5
-
-
(214,000)
(214,000)
Balance at 30 September 2024
63,485
139,000
-
0
202,485
Period ended 31 December 2025:
Profit and total comprehensive income for the period
-
-
-
0
-
0
Balance at 31 December 2025
63,485
139,000
-
0
202,485

The notes on pages 11 to 15 form part of these financial statements.

BARR + WRAY HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Barr + Wray Holdings 2 Limited is a private company limited by shares incorporated in Scotland. The registered office is 1 Buccleuch Avenue, Hillington Park, Glasgow, Scotland, G52 4NR. The company's registration number is SC276252.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention.

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

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

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

Preparation of consolidated accounts exemption

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Barr + Wray Holdings 2 Limited is a wholly owned subsidiary of Barr + Wray Group Limited and the results of Barr + Wray Holdings 2 Limited are included in the consolidated financial statements of Barr + Wray Group Limited which are available from Companies House.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Reporting period

The company prepares these financial statements for a 15 month period ended 31 December 2025. The comparative figures are for the year to 30 September 2024.

1.4
Fixed asset investments

Investments are stated at cost less provision for any diminution of value, if such a reduction is deemed to be of a permanent nature.

BARR + WRAY HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.5
Financial instruments

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

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

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

Impairment of financial assets

Financial assets, other than those held at fair value through the profit and loss account are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and loss account in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit and loss account. Debt instruments may be designated as being measured at fair value th r ough the profit and loss account to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

BARR + WRAY HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.6
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Employees

There were no employees in the company throughout the current period and prior year.

3
Operating profit

The audit fee in the current period and prior year was borne by subsidiary company Barr + Wray Limited.

4
Interest receivable and similar income
2025
2024
£
£
Income from fixed asset investments
Income from shares in group undertakings
-
0
0
214,000
5
Dividends
2025
2024
£
£
Final paid
-
0
214,000
BARR + WRAY HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 14 -
6
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
7
771,799
771,799
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Barr + Wray Holdings Limited
1 Buccleuch Avenue, Hillington Park, Glasgow, G52 4 NR.
Holding company.
Ordinary
100.00
-
Barr + Wray Limited (Sub-subsidiary)
1 Buccleuch Avenue, Hillington Park, Glasgow, G52 4NR
Provision of water engineering services.
Ordinary
0
100.00
Barr + Wray FZE (Sub-subsidiary)
Office No.401, Le Solarium, Dubai Silicon Oasis, Dubai, U.A.E.
Provision of water engineering services.
Ordinary
0
100.00
8
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
571,799
571,799

The above balance is repayable on demand although, currently, the directors believe that it is unlikely that the full balance will require to be paid within 12 months.

9
Share capital
2025
2024
2025
2024
Number
Number
£
£
Ordinary share capital
Ordinary shares of £1 each
63,485
63,485
63,485
63,485
10
Related party transactions

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

No further transaction s with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102 'The financial Reporting Standard applicable in the UK and Republic of Ireland'.

BARR + WRAY HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 15 -
11
Ultimate controlling party

The immediate and ultimate parent company is Barr + Wray Group Limited.

Prior to 5 December 2024, the ultimate parent company is Barr + Wray Group Limited. On 5 December 2024, the ultimate parent company was acquired by Kohler Co.

The Company was under control of the shareholders of the ultimate parent company. No individual shareholder has a controlling interest.

The financial statements contain information about Barr + Wray Holdings 2 Limited as an individual company. Barr + Wray Holdings 2 Limited and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent company, Barr + Wray Group Limited, a company registered in Scotland.

Copies of the financial statements are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

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