REGISTERED NUMBER: 01655808 (England and Wales)

Dennis Butler Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 August 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTORS:

D W Butler

R J D'Arcy

P R Hough

Mrs S P Butler

Mrs M D'Arcy

Mrs K Corlett

C W D'Arcy

J W Corlett

SECRETARY:

R J D'Arcy

REGISTERED OFFICE:

Unit 9 Priory Market

Henry Boot Way

Priory Park East

Hull

East Yorkshire

HU4 7EA

REGISTERED NUMBER:

01655808 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

BANKERS:

Lloyds Bank Plc

1 George Street

Hull

HU1 3BB

The directors present their strategic report for the year ended 31 August 2025.

REVIEW OF BUSINESS

The key activity of the company is the wholesaling of fruit and vegetables. The company is also engaged in the wholesaling of flowers and food products. The company trades from locations within the Priory Market in Hull. The company has not split the results of the activities between the wholesaling of fruit and vegetables, flowers and food products as it is not practicable to do so and the directors believe that it would not have any value to the members or other users of the financial statements.

The directors consider that the company's key financial performance indicators are those that communicate financial performance and strengths of the company as a whole, these being turnover and profitability.

The company has produced a strong result for the year under review and continues to trade well since the year end.

The company is financed primarily through its substantial shareholders' funds, which puts it in a strong position to take advantage of any opportunities that may arise in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting the business include the following:

Debtors

The company maintains strong relationships with its key customers through its sales team. In addition, the company operates a defined credit control policy and monitors its debts on a daily basis.

Major disruption

The company has contingency plans for major disruption from disasters arising from the restriction of use of the trading premises or the shortage of supply of produce to supply to its customers. The company reviews the contingency plans on a regular basis.

Legislation

The company monitors current and forthcoming legislation regularly, both directly and through membership of trade associations. The company not only seeks to ensure on-going compliance but strives to ensure that it incorporates best practice.

Competition

The company operates within a highly competitive market. The company has attained ISO (SAI Global) accreditation, which is key to winning new business with customers engaged in food processing.

Sales and marketing

The company relies on the availability of fresh produce for sale. Any shortages in supply will impact on the company's financial performance. Such shortages may arise from poor weather conditions for growing crops or a general decline in the economy.

New and replacement business is being won continually. New and existing markets have been developed in line with the company's strategy. Key customer relationships are monitored on a regular basis.

ON BEHALF OF THE BOARD:

R J D'Arcy - Secretary

5 March 2026

The directors present their report with the financial statements of the company for the year ended 31 August 2025.

DIVIDENDS

During the year the company paid interim dividends totalling £147,200 (2024: £141,600).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report.

D W Butler

R J D'Arcy

P R Hough

Mrs S P Butler

Mrs M D'Arcy

Mrs K Corlett

Other changes in directors holding office are as follows:

C W D'Arcy - appointed 1 September 2024

J W Corlett - appointed 1 September 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

R J D'Arcy - Secretary

5 March 2026

Opinion

We have audited the financial statements of Dennis Butler Limited (the 'company') for the year ended 31 August 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 31 August 2025 and of its profit 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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.

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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory 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 and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators and the company's legal advisors.

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 Report of the Auditors.

Use of our report

This report is made solely to the 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 company's members those matters we are required to state to them in a Report of the Auditors 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Lamb FCA CF (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

5 March 2026

TURNOVER

3

20,461,416

22,251,911

Cost of sales

16,308,273

17,928,324

GROSS PROFIT

4,153,143

4,323,587

Distribution costs

2,717,674

2,807,232

Administrative expenses

1,054,578

1,167,801

3,772,252

3,975,033

OPERATING PROFIT

6

380,891

348,554

Interest receivable and similar income

19,081

487

399,972

349,041

Interest payable and similar expenses

7

26,044

28,480

PROFIT BEFORE TAXATION

373,928

320,561

Tax on profit

8

105,352

92,026

PROFIT FOR THE FINANCIAL YEAR

268,576

228,535

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

268,576

228,535

FIXED ASSETS

Intangible assets

10

174,310

207,497

Tangible assets

11

1,098,714

1,111,275

1,273,024

1,318,772

CURRENT ASSETS

Stocks

12

278,256

267,589

Debtors

13

1,722,252

1,777,650

Cash at bank and in hand

1,430,803

1,418,294

3,431,311

3,463,533

CREDITORS

Amounts falling due within one year

14

2,101,952

2,204,564

NET CURRENT ASSETS

1,329,359

1,258,969

TOTAL ASSETS LESS CURRENT LIABILITIES

2,602,383

2,577,741

CREDITORS

Amounts falling due after more than one year

15

(112,920

)

(211,595

)

PROVISIONS FOR LIABILITIES

18

(143,992

)

(142,051

)

NET ASSETS

2,345,471

2,224,095

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

2,344,471

2,223,095

SHAREHOLDERS' FUNDS

2,345,471

2,224,095

The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2026 and were signed on its behalf by:

R J D'Arcy - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

1,000

2,136,160

2,137,160

Changes in equity

Profit for the year

-

228,535

228,535

Total comprehensive income

-

228,535

228,535

Dividends

-

(141,600

)

(141,600

)

Balance at 31 August 2024

1,000

2,223,095

2,224,095

Changes in equity

Profit for the year

-

268,576

268,576

Total comprehensive income

-

268,576

268,576

Dividends

-

(147,200

)

(147,200

)

Balance at 31 August 2025

1,000

2,344,471

2,345,471

Cash flows from operating activities

Cash generated from operations

23

592,410

550,153

Interest paid

(8,051

)

(8,869

)

Interest element of hire purchase payments paid

(17,993

)

(19,611

)

Tax paid

(102,595

)

-

Net cash from operating activities

463,771

521,673

Cash flows from investing activities

Purchase of tangible fixed assets

(231,496

)

(152,988

)

Sale of tangible fixed assets

3,459

8,999

Interest received

19,081

487

Net cash from investing activities

(208,956

)

(143,502

)

Cash flows from financing activities

Capital repayments in year

(95,106

)

19,020

Equity dividends paid

(147,200

)

(141,600

)

Net cash from financing activities

(242,306

)

(122,580

)

Increase in cash and cash equivalents

12,509

255,591

Cash and cash equivalents at beginning of year

24

1,418,294

1,162,703

Cash and cash equivalents at end of year

24

1,430,803

1,418,294

1.	STATUTORY INFORMATION

Dennis Butler Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of produce is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Goodwill

Purchased goodwill is recognised at cost and amortised on a straight line basis over its useful life. The period chosen for writing off goodwill is 10 years and provisions are made for any impairment following annual reviews.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Long leasehold property

2% on cost

Warehouse equipment

10% on cost

Office equipment

10%-20% on cost

Motor vehicles

25% on cost

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, cost of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

Leasing commitments

Rentals payable under operating leases are charged to the profit and loss account over the period of the lease on a straight line basis.

Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and are receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of goods

20,436,832

22,233,705

Commissions

24,584

18,206

20,461,416

22,251,911

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,264581

2,332,518

Social security

245,508

220,865

Other pension costs

176,928

277,628

2,687,017

2,821,011

The average monthly number of employees during the year was as follows:

2025

2024

Management

6

3

Administration

7

7

Operational and sales

62

66

75

76

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

196,308

120,521

Directors' pension contributions to money purchase schemes

99,695

240,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

4

4

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

102,950

94,200

Depreciation - owned assets

239,289

221,622

Loss/(profit) on disposal of fixed assets

1,309

(559

)

Goodwill amortisation

33,187

33,187

Auditors' remuneration

10,343

9,850

Operating leases - plant and machinery

27,575

137,309

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest payable on loans

8,051

8,869

Hire purchase

17,993

19,611

26,044

28,480

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

103,411

102,595

Deferred tax

1,941

(10,569

)

Tax on profit

105,352

92,026

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

373,928

320,561

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

93,482

80,140

Effects of:

Expenses not deductible for tax purposes

11,870

11,886

Total tax charge

105,352

92,026

The expected net reversal of deferred tax assets and liabilities in 2026 is £102,660. This is due to the reversal of accelerated capital allowances.

9.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

147,200

141,600

10.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 September 2024

and 31 August 2025

351,866

AMORTISATION

At 1 September 2024

144,369

Amortisation for year

33,187

At 31 August 2025

177,556

NET BOOK VALUE

At 31 August 2025

174,310

At 31 August 2024

207,497

11.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

Motor

leasehold

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 September 2024

723,839

271,201

225,028

858,370

2,078,438

Additions

-

136,336

1,860

93,300

231,496

Disposals

-

-

-

(7,888

)

(7,888

)

At 31 August 2025

723,839

407,537

226,888

943,782

2,302,046

DEPRECIATION

At 1 September 2024

194,059

197,922

215,827

359,355

967,163

Charge for year

14,487

18,716

3,792

202,294

239,289

Eliminated on disposal

-

-

-

(3,120

)

(3,120

)

At 31 August 2025

208,546

216,638

219,619

558,529

1,203,332

NET BOOK VALUE

At 31 August 2025

515,293

190,899

7,269

385,253

1,098,714

At 31 August 2024

529,780

73,279

9,201

499,015

1,111,275

12.

STOCKS

2025

2024

£

£

Stocks

278,256

267,589

The amount of stock recognised as an expense during the period amounted to £16,308,273 (2024: £17,928,324).