REGISTERED NUMBER: 12968396 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Period 1 May 2023 to 31 July 2024

for

Butler Corporation Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

6

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

Director:

P R Butler

Secretary:

Miss A M Butler

Registered office:

Unit 6 Enterprise Way

Vale Park

Evesham

Worcestershire

WR11 1GS

Registered number:

12968396 (England and Wales)

Auditors:

Luckmans Duckett Parker Limited

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

CV5 6UB

The Director presents his Strategic Report for Butler Corporation Limited ("the Company") and its subsidiaries (together "the Group") for the period ended 31 July 2024.

.

The report has been prepared in accordance with the requirements of the Companies Act 2006 and provides a fair review of the Group's development, performance and position, together with a description of the principal risks and uncertainties it faces.

The consolidated financial statements have been prepared in accordance with FRS102, the Financial Reporting Standard applicable in the Uk and Republic of Ireland.

The Group comprises:

Butler Corporation Limited - Holding company

Rotec Engineering Limited - Engineering and manufacturing operations

Rotec Developments Limited - Property development and Rental activities

Jetscape Leisure Limited - Dormant

Rotec Property Limited - Dormant

The Group operates primarily within the United Kingdom and serves industrial, commercial and property markets. The principal activity of the Group is the provision of specialist engineering solutions and property letting services.

The Group's strategy focuses on sustainable growth, operational excellence, and long-term value creation.

The Group generates value through two complementary operating segments:

Engineering Division - Rotec Engineering Limited

Design, manufacture and installation of engineered components

Long-term contracts with commercial and industrial clients

Revenue derived from project-based contracts and maintenance services

Development Division - Rotec Developments Limited

Identification and acquisition of development opportunities

Commercial property rental

Key Resources

Skilled workforce and technical expertise

Established supplier relationships

Strong client base

The Group's integrated model enables diversification of revenue streams and mitigates cyclical exposure within individual markets.

Review of business

Financial Performance

2024

2023

£

£

Group revenue

7,052,335

7,923,002

Operating profit (loss)

(380,006

)

893,461

Profit (Loss) before tax

(1,341,517

)

568,132

Net assets

2,318,850

3,132,480

Revenue performance reflected delayed contracts and more difficult market conditions.

Key Performance Indicators (KPIs)

KPI

2024

2023

Comment

Gross Margin

44%

48%

Impacted by a drop in revenue and an increase in wage costs

Operating Margin

-5%

11%

Impacted by gross margin and higher overhead costs

Non-financial KPIs include:

Employee retention rate

Health and safety incidents

Project delivery performance

At 31 July 2024, the Group reported net assets of £2,318,850.

The Group maintains appropriate banking facilities to support working capital and development projects. The Director regularly monitors liquidity forecasts and covenant compliance.

Going Concern

The Director has reviewed cash flow forecasts and available facilities and is satisfied that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Principal risks and uncertainties

The Group operates in markets subject to economic, regulatory and operational risks.

Market Risk

Exposure to economic downturns affecting demand for engineering services.

Mitigation: Diversified revenue streams and flexible cost base.

Contract Risk

Engineering projects may experience cost overruns or delays.

Mitigation: Robust project management and contractual controls.

Liquidity Risk

Dependence on cash flows and external financing.

Mitigation: Active cash flow monitoring and maintained credit facilities.

Regulatory Risk

Changes in health & safety, environmental or planning regulations.

Mitigation: Ongoing compliance monitoring and professional advisory support.

Section 172(1) statement

In accordance with Section 172 of the Companies Act 2006, the Director has acted in a way they consider, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole.

In doing so, the Director has had regard to:

The long-term consequences of decisions

The interests of employees

Relationships with suppliers and customers

The impact of operations on the community and environment

Maintaining a reputation for high standards of business conduct

Employee engagement is facilitated through regular management meetings and performance reviews. The Group maintains long-standing supplier relationships and prioritises ethical business conduct.

Environmental and social matters

The Group recognises its responsibility to minimise environmental impact.

Engineering operations implement waste reduction and energy efficiency initiatives. Development projects consider sustainability and regulatory compliance within planning and construction phases.

Health and safety remains a priority across all operations, with procedures aligned to statutory requirements.

Future outlook

Whilst the director was cautiously optimistic regarding trading prospects as at the date of the balance sheet, unfortunately, a subsidiary, Rotec Engineering Limited, entered voluntary liquidation on the 21 February 2025.

The liquidation of Rotec Engineering Limited has had no decremental consequences to Rotec Developments Limited which retains ownership of rented industrial units.

On behalf of the board:

P R Butler - Director

22 May 2026

The director presents his report with the financial statements of the company and the group for the period 1 May 2023 to 31 July 2024.

Principal activity

The principal activity of the group in the period under review was that of the manufacture of fabricated products and property rental.

Dividends

No interim dividends were paid during the period on any of the shares.

The total distribution of dividends for the period ended 31 July 2024 will be £ 2,280 .

Events since the end of the period

Information relating to events since the end of the period is given in the notes to the financial statements.

Director

P R Butler held office during the whole of the period from 1 May 2023 to the date of this report.

Statement of director's responsibilities

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

P R Butler - Director

22 May 2026

Qualified Opinion

Basis for qualified 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 group 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. 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 group 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.

This is the first time the group required an audit and no stock-take was conducted at 30th April 2022, 30th April 2023 or 31st July 2024. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at these dates which were included in the balance sheet by using other audit procedures. Consequently we were unable to determine whether any adjustments to these amounts were necessary.

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 qualified 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 group's and the parent 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 Group 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.

As described in the basis for qualified opinion section of our report, this is the first time the group required an audit and no stock-take was conducted at 30th April 2022, 30th April 2023 or 31st July 2024. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at these dates which were included in the balance sheet by using other audit procedures. Consequently we were unable to determine whether any adjustments to these amounts were necessary and the other information may be materially misstated for the same reason.

The comparative information had not been audited.

Opinions on other matters prescribed by the Companies Act 2006

This is the first time the group required an audit and no stock-take was conducted at 30th April 2022, 30th April 2023 or 31st July 2024. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at these dates which were included in the balance sheet by using other audit procedures. Consequently we were unable to determine whether any adjustments to these amounts were necessary. In addition, were any adjustment to the inventory balance to be required, the strategic report would also need to be amended.

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the Group 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 Group 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

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

Arising solely from the limitation on the scope of our work relating to inventory and goodwill on consolidation, referred to above:

- we have not obtained all the information and explanations that we considered necessary for the

purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

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:

- 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

Responsibilities of director

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 group's and the parent 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 group or the parent 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:

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

- reference to past history and experience of the Entity,

- enquiry of management, including obtaining and reviewing supporting documentation concerning

the Entity's procedures relating to:

- identifying and complying with laws and regulations and whether they were aware of any instances

of non-compliance;

- detection and response to risk of fraud and whether they were aware of any actual or suspected

instances of fraud.

- assessment of the controls and processes that the Entity has in place to mitigate risk.

Our assessments included the identification of the following potential areas for fraud:

- Management override of control;

- Revenue recognition

We design audit procedures by tailored and directed testing to aid and support the level of determined level of risk. In response to the assessed risk we plan audit tests and procedures that target specific areas where misstatement may occur. These procedures and the extent to which they are capable of detecting

irregularities, including fraud, are detailed below:

- We critically assessed the appropriateness and tested the application of the revenue and cost

recognition policies

- We tested the appropriateness of accounting journals and other adjustments made in the

preparation of the financial statements

- We reviewed the Entity's accounting policies for non-compliance with relevant standards.

- We made enquiries of management and reviewed correspondence with the relevant authorities to

identify any irregularities or instances of non-compliance with laws and regulations

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain

professional scepticism throughout the audit process.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

CV5 6UB

22 May 2026

TURNOVER

3

7,052,335

7,923,002

Cost of sales

3,945,288

4,083,377

GROSS PROFIT

3,107,047

3,839,625

Administrative expenses

4,042,224

3,340,823

(935,177

)

498,802

Other operating income

555,171

394,659

OPERATING (LOSS)/PROFIT

5

(380,006

)

893,461

Interest receivable and similar income

3,321

1,093

(376,685

)

894,554

Gain/loss on revaluation of investment property

(348,318

)

-

(725,003

)

894,554

Interest payable and similar expenses

6

616,514

326,422

(LOSS)/PROFIT BEFORE TAXATION

(1,341,517

)

568,132

Tax on (loss)/profit

7

(2,409

)

371,004

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(1,339,108

)

197,128

(Loss)/profit attributable to:

Owners of the parent

(1,339,108

)

197,128

(LOSS)/PROFIT FOR THE PERIOD

(1,339,108

)

197,128

OTHER COMPREHENSIVE INCOME

Revaluation reserve

703,679

-

Income tax relating to other comprehensive income

(175,921

)

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

527,758

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(811,350

)

197,128

Note

Prior year adjustment

10

(421,579

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(1,232,929

)

Total comprehensive income attributable to:

Owners of the parent

(1,232,929

)

197,128

FIXED ASSETS

Intangible assets

11

148,500

505,706

Tangible assets

12

7,437,261

7,016,405

Investments

13

-

-

Investment property

14

2,794,512

2,945,806

10,380,273

10,467,917

CURRENT ASSETS

Stocks

15

168,656

128,023

Debtors

16

2,051,544

2,195,061

Cash at bank

178,445

31,453

2,398,645

2,354,537

CREDITORS

Amounts falling due within one year

17

3,075,969

2,987,117

NET CURRENT LIABILITIES

(677,324

)

(632,580

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,702,949

9,835,337

CREDITORS

Amounts falling due after more than one year

18

(5,688,356

)

(5,178,932

)

PROVISIONS FOR LIABILITIES

22

(1,695,743

)

(1,523,925

)

NET ASSETS

2,318,850

3,132,480

CAPITAL AND RESERVES

Called up share capital

23

10,000

10,000

Share premium

24

1,996,000

1,996,000

Revaluation reserve

24

1,848,789

1,321,031

Retained earnings

24

(1,447,464

)

(106,076

)

SHAREHOLDERS' FUNDS

2,407,325

3,220,955

NON-CONTROLLING INTERESTS

25

(88,475

)

(88,475

)

TOTAL EQUITY

2,318,850

3,132,480

The financial statements were approved by the director and authorised for issue on 22 May 2026 and were signed by:

P R Butler - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

3,200,000

3,200,000

Investment property

14

-

-

3,200,000

3,200,000

CURRENT ASSETS

Debtors

16

309,507

28,907

CREDITORS

Amounts falling due within one year

17

1,504,787

1,222,907

NET CURRENT LIABILITIES

(1,195,280

)

(1,194,000

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,004,720

2,006,000

CAPITAL AND RESERVES

Called up share capital

23

10,000

10,000

Share premium

24

1,996,000

1,996,000

Retained earnings

24

(1,280

)

-

SHAREHOLDERS' FUNDS

2,004,720

2,006,000

Company's profit for the financial year

1,000

70,000

The financial statements were approved by the director and authorised for issue on 22 May 2026 and were signed by:

P R Butler - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 May 2022

10,000

(233,204

)

1,996,000

Changes in equity

Dividends

-

(70,000

)

-

Total comprehensive income

-

618,707

-

Balance at 30 April 2023

10,000

315,503

1,996,000

Prior year adjustment

-

(421,579

)

-

As restated

10,000

(106,076

)

1,996,000

Changes in equity

Dividends

-

(2,280

)

-

Total comprehensive income

-

(1,339,108

)

-

Balance at 31 July 2024

10,000

(1,447,464

)

1,996,000

Revaluation

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 May 2022

1,321,031

3,093,827

(88,475

)

3,005,352

Changes in equity

Dividends

-

(70,000

)

-

(70,000

)

Total comprehensive income

-

618,707

-

618,707

Balance at 30 April 2023

1,321,031

3,642,534

(88,475

)

3,554,059

Prior year adjustment

-

(421,579

)

-

(421,579

)

As restated

1,321,031

3,220,955

(88,475

)

3,132,480

Changes in equity

Dividends

-

(2,280

)

-

(2,280

)

Total comprehensive income

527,758

(811,350

)

-

(811,350

)

Balance at 31 July 2024

1,848,789

2,407,325

(88,475

)

2,318,850

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 May 2022

10,000

-

1,996,000

2,006,000

Changes in equity

Dividends

-

(70,000

)

-

(70,000

)

Total comprehensive income

-

70,000

-

70,000

Balance at 30 April 2023

10,000

-

1,996,000

2,006,000

Changes in equity

Dividends

-

(2,280

)

-

(2,280

)

Total comprehensive income

-

1,000

-

1,000

Balance at 31 July 2024

10,000

(1,280

)

1,996,000

2,004,720

Cash flows from operating activities

Cash generated from operations

1

736,621

1,554,003

Interest paid

(249,710

)

(119,339

)

Interest element of hire purchase payments paid

(366,804

)

(207,083

)

Tax paid

(3,560

)

-

Taxation refund

225,427

205,283

Net cash from operating activities

341,974

1,432,864

Cash flows from investing activities

Purchase of tangible fixed assets

(264,409

)

(695,820

)

Improvements to investment property

(90,085

)

(271,037

)

Sale of tangible fixed assets

440,400

149,094

Interest received

3,321

1,093

Net cash from investing activities

89,227

(816,670

)

Cash flows from financing activities

New loans and HP in year

542,698

1,662,518

Capital repayments in year

(636,856

)

(2,647,276

)

Amount introduced by directors

310,000

70,000

Amount withdrawn by directors

(874,321

)

(175,610

)

Share issue

-

2,422

Equity dividends paid

(2,280

)

(70,000

)

Net cash from financing activities

(660,759

)

(1,157,946

)

Decrease in cash and cash equivalents

(229,558

)

(541,752

)

Cash and cash equivalents at beginning of period

2

(413,048

)

128,704

Cash and cash equivalents at end of period

2

(642,606

)

(413,048

)