Company registration number 15008098 (England and Wales)
ARCANOLOGISTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
ARCANOLOGISTS LIMITED
COMPANY INFORMATION
Directors
B Barnett
H Bergs
A Fadeeva
R Leeson
F Major
H Major
Company number
15008098
Registered office
3 Silverton Court
Northumberland Business Park
Cramlington
Northumberland
NE23 7RY
Auditor
Azets Audit Services
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
ARCANOLOGISTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Income statement
9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Notes to the financial statements
16 - 33
ARCANOLOGISTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -
The directors present the strategic report for the year ended 31 January 2025.
Principal activities
Arcanologists Limited (the “Company”) was incorporated on 17 July 2023, on 10 December 2023 the Company acquired 100% of the shareholding in Harper & Willow Ltd (together, the “Group”).
The Group, which trades under the brand name ‘Disturbia’ is a global fashion and lifestyle brand known for its alternative fashion, combining elements of dark romance, fantasy and fable. The company has offices in Northumberland and London and trades exclusively online via its official website and mobile app.
Review of the business
Given the relatively short period of ownership of Harper & Willow Ltd in the prior period (10th December 2023 – 31 January 2024) the table above is based on the financial results of Harper & Willow Ltd to provide a more robust view.
Turnover in 2025 increased by £16.9m from the total of £18.2m in 2024. This is largely due to a strategic increase in digital marketing spend, improved customer proposition driven by operational factors and an increase in the product offering. Gross Margin in the period has increased by 1.6 percentage points largely driven by a strategic decision to lower promotional activity and discounting. Operating Profit in the year increased by £4.7m to £8.2m, representing an operating margin of 23.5%, a 3.9 percentage points increase on 2024. This increase was driven by more efficient digital marketing spend, alongside operational improvements in distribution and related direct operating costs, whilst maintaining a relatively stable and appropriate underlying level of fixed overhead costs.
ARCANOLOGISTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -
Principal risks and uncertainties
Market Risk
Disturbia is a fast-growing brand, with an expanding product range, high customer retention rates, and operates in a competitive marketplace. The directors believe that by continuing to offer significant points of differentiation to our customers in terms of product offering, proposition and customer service we are strongly placed to continue the growth trajectory witnessed over the past year.
Financial Risk
Our materials cost base is largely exposed to exchange rate fluctuations as the primary currency of our sourcing is in USD. We do generate a significant amount of revenue in USD, and this acts as a natural hedge to offset these exchange rate fluctuations.
Operational Risk
The principal operational risks are those affecting the integrity and continuity of our supply chain. The supply chain is managed in a transparent and open manner. Regular dialogue with suppliers ensures that the products are created to the high standards which the Company and its customers expect.
IT Risk
As an online retailer, a significant failure in IT systems could result in the Company being unable to operate effectively. The Company continues to invest in the necessary technology to provide resilience to the risk associated with IT. Data security is extremely important to the Company and security measures are continuously reviewed and tested to mitigate potential breaches.
Interest Rate Risk
The Group is financed through equity predominantly which reduces the risk of interest rates on borrowings. Our balance sheet debt comprises a balance of fixed and variable rate instruments, with our overall exposure to interest rate fluctuation considered low.
R Leeson
Director
12 June 2025
ARCANOLOGISTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 January 2025.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B Barnett
H Bergs
A Fadeeva
R Leeson
F Major
H Major
Future developments
Looking ahead, the strategy of the Company continues to be focused on the development of our product range, offering exceptional service to our returning customers and increasing the awareness of the brand through our marketing channels.
Auditor
Azets Audit Services were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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 auditor of the company 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 auditor of the company is aware of that information.
On behalf of the board
R Leeson
Director
12 June 2025
ARCANOLOGISTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
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 group and company, and of the profit or loss of the group 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARCANOLOGISTS LIMITED
- 5 -
Opinion
We have audited the financial statements of Arcanologists Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 January 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 January 2025 and of the group's 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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.
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' report for the financial year 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.
ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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' responsibilities statement, 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 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 parent 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.
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.
ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
We identified the following applicable laws and regulations as those most likely to have a material impact on the financial statements: Health and Safety; employment law (including the Working Time Directive); and compliance with the UK Companies Act.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias;
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Other matters which we are required to address
The consolidated financial statements for the year ended 31 January 2024 were not required to be prepared and were therefore not audited. As a result, the comparative information included in these consolidated financial statements is unaudited. Our opinion is not modified in respect of this matter.
ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS LIMITED
- 8 -
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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
Simon Brown BA ACA DChA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
16 June 2025
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
ARCANOLOGISTS LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 9 -
Year
Period
ended
ended
31 January
31 January
2025
2024
Notes
£
£
Turnover
3
35,109,539
3,199,064
Cost of sales
(11,562,498)
(1,148,282)
Gross profit
23,547,041
2,050,782
Distribution costs
(5,814,900)
(571,099)
Administrative expenses
(10,340,982)
(1,207,866)
Operating profit
4
7,391,159
271,817
Interest receivable and similar income
8
27,376
1,057
Interest payable and similar expenses
9
(322,103)
(50,737)
Profit before taxation
7,096,432
222,137
Tax on profit
10
(2,006,778)
(130,665)
Profit for the financial year
5,089,654
91,472
Profit for the financial year is all attributable to the owners of the parent company.
ARCANOLOGISTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 10 -
Year
Period
ended
ended
31 January
31 January
2025
2024
£
£
Profit for the year
5,089,654
91,472
Other comprehensive income
-
-
Total comprehensive income for the year
5,089,654
91,472
Total comprehensive income for the year is all attributable to the owners of the parent company.
ARCANOLOGISTS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 JANUARY 2025
31 January 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
7,833,217
8,717,573
Other intangible assets
12
33,235
Total intangible assets
7,866,452
8,717,573
Tangible assets
13
191,775
96,034
8,058,227
8,813,607
Current assets
Stocks
16
6,286,814
3,585,197
Debtors
17
1,152,941
485,151
Cash at bank and in hand
7,177,911
1,329,375
14,617,666
5,399,723
Creditors: amounts falling due within one year
18
(6,732,307)
(4,292,862)
Net current assets
7,885,359
1,106,861
Total assets less current liabilities
15,943,586
9,920,468
Creditors: amounts falling due after more than one year
19
(2,619,321)
(3,217,490)
Provisions for liabilities
Deferred tax liability
22
39,155
7,552
(39,155)
(7,552)
Net assets
13,285,110
6,695,426
Capital and reserves
Called up share capital
24
8,103,984
6,603,954
Profit and loss reserves
5,181,126
91,472
Total equity
13,285,110
6,695,426
The financial statements were approved by the board of directors and authorised for issue on 12 June 2025 and are signed on its behalf by:
12 June 2025
R Leeson
Director
Company registration number 15008098 (England and Wales)
ARCANOLOGISTS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2025
31 January 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
14,532,913
14,532,912
Current assets
Debtors
17
206,266
146,735
Cash at bank and in hand
8,142
97,531
214,408
244,266
Creditors: amounts falling due within one year
18
(775,469)
(2,273,629)
Net current liabilities
(561,061)
(2,029,363)
Total assets less current liabilities
13,971,852
12,503,549
Creditors: amounts falling due after more than one year
19
(5,840,226)
(6,246,155)
Net assets
8,131,626
6,257,394
Capital and reserves
Called up share capital
24
8,103,984
6,603,954
Profit and loss reserves
27,642
(346,560)
Total equity
8,131,626
6,257,394
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £374,202 (2024 - £346,560 loss).
The financial statements were approved by the board of directors and authorised for issue on 12 June 2025 and are signed on its behalf by:
12 June 2025
R Leeson
Director
Company registration number 15008098 (England and Wales)
ARCANOLOGISTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 17 July 2023
-
Period ended 31 January 2024:
Profit and total comprehensive income
-
91,472
91,472
Issue of share capital
24
6,603,954
-
6,603,954
Balance at 31 January 2024
6,603,954
91,472
6,695,426
Year ended 31 January 2025:
Profit and total comprehensive income
-
5,089,654
5,089,654
Issue of share capital
24
1,500,030
-
1,500,030
Balance at 31 January 2025
8,103,984
5,181,126
13,285,110
ARCANOLOGISTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 17 July 2023
-
Period ended 31 January 2024:
Loss and total comprehensive income for the period
-
(346,560)
(346,560)
Issue of share capital
24
6,603,954
-
6,603,954
Balance at 31 January 2024
6,603,954
(346,560)
6,257,394
Year ended 31 January 2025:
Profit and total comprehensive income
-
374,202
374,202
Issue of share capital
24
1,500,030
-
1,500,030
Balance at 31 January 2025
8,103,984
27,642
8,131,626
ARCANOLOGISTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
8,589,870
145,472
Interest paid
(322,103)
(50,737)
Income taxes (paid)/refunded
(1,539,081)
395,311
Net cash inflow from operating activities
6,728,686
490,046
Investing activities
Purchase of intangible assets
(33,235)
-
Purchase of tangible fixed assets
(170,493)
-
Purchase of subsidiaries, net of cash acquired
(1)
(9,627,807)
Interest received
27,376
1,057
Net cash used in investing activities
(176,353)
(9,626,750)
Financing activities
Proceeds from issue of shares
190
954
Issue of preference shares
-
6,603,000
Issue of debentures
-
1,673,157
Proceeds from new bank loans
-
2,194,972
Repayment of bank loans
(696,432)
-
Payment of finance leases obligations
(7,555)
(6,004)
Net cash (used in)/generated from financing activities
(703,797)
10,466,079
Net increase in cash and cash equivalents
5,848,536
1,329,375
Cash and cash equivalents at beginning of year
1,329,375
Cash and cash equivalents at end of year
7,177,911
1,329,375
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 16 -
1
Accounting policies
Company information
Arcanologists Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 Silverton Court, Northumberland Business Park, Cramlington, Northumberland, NE23 7RY.
The group consists of Arcanologists Limited and all of its subsidiaries.
1.1
Reporting period
The company was incorporated on 17 July 2023. This is the first set of consolidated accounts to be produced for the company and group.
1.2
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.
These financial statements present consolidated results for the first time. In the prior year, consolidated financial statements were not prepared as the group was exempt from consolidation on the grounds of size under section 399 of the Companies Act 2006.
Accordingly, the comparative figures presented in these consolidated financial statements for the year ended 31 January 2024 have not been audited on a consolidated basis. However, the individual financial statements of Arcanologists Limited and Harper & Willow Limited for that period were audited and an unqualified opinion was issued.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Arcanologists Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.5
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.6
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 18 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
10 years straight line
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
IT and Office Equipment
20% straight line
Motor vehicles
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 19 -
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 20 -
1.14
Financial instruments
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.
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 profit or loss.
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 group 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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 subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss 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 profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss 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 group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
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 income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 22 -
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 income statement, 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 if, and only if, there is 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.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not consider there to be any judgements, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
35,109,539
3,199,064
2025
2024
£
£
Turnover analysed by geographical market
UK
13,426,855
1,399,917
Rest of World
21,682,684
1,799,147
35,109,539
3,199,064
2025
2024
£
£
Other revenue
Interest income
27,376
1,057
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(74,639)
22,220
Depreciation of owned tangible fixed assets
74,752
77,200
Amortisation of intangible assets
884,356
125,991
Stocks impairment losses recognised or reversed
31,913
2,109
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,000
5,000
Audit of the financial statements of the company's subsidiaries
25,000
20,000
31,000
25,000
For other services
Taxation compliance services
3,525
2,700
All other non-audit services
2,000
-
5,525
2,700
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 24 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Staff
43
33
1
-
Directors
6
5
6
3
Total
49
38
7
3
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,165,102
1,149,835
121,538
26,452
Social security costs
210,792
103,925
5,174
2,923
Pension costs
28,501
16,191
2,404,395
1,269,951
126,712
29,375
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
277,056
163,700
Company pension contributions to defined contribution schemes
1,321
-
278,377
163,700
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
127,000
-
Accrued pension at the end of the year
1,321
-
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 25 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
27,376
947
Other interest income
-
110
Total income
27,376
1,057
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
27,376
947
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
318,822
50,484
Other finance costs:
Interest on finance leases and hire purchase contracts
3,281
253
Total finance costs
322,103
50,737
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,099,399
123,113
Adjustments in respect of prior periods
(1,781)
Total current tax
2,097,618
123,113
Deferred tax
Origination and reversal of timing differences
(92,693)
4,254
Adjustment in respect of prior periods
1,853
3,298
Total deferred tax
(90,840)
7,552
Total tax charge
2,006,778
130,665
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
10
Taxation
(Continued)
- 26 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
7,096,432
222,137
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,774,108
55,534
Tax effect of expenses that are not deductible in determining taxable profit
419,886
74,549
Adjustments in respect of prior years
(1,781)
Deferred tax adjustments in respect of prior years
1,853
610
Fixed Asset differences
212
(28)
Exempt AGBH distributions
(187,500)
Taxation charge
2,006,778
130,665
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Stocks
16
31,913
2,109
Recognised in:
Cost of sales
31,913
2,109
12
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 February 2024
8,843,564
8,843,564
Additions
33,235
33,235
At 31 January 2025
8,843,564
33,235
8,876,799
Amortisation and impairment
At 1 February 2024
125,991
125,991
Amortisation charged for the year
884,356
884,356
At 31 January 2025
1,010,347
1,010,347
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
12
Intangible fixed assets
(Continued)
- 27 -
Carrying amount
At 31 January 2025
7,833,217
33,235
7,866,452
At 31 January 2024
8,717,573
8,717,573
The company had no intangible fixed assets at 31 January 2025 or 31 January 2024.
13
Tangible fixed assets
Group
IT and Office Equipment
Motor vehicles
Total
£
£
£
Cost
At 1 February 2024
111,472
61,762
173,234
Additions
170,493
170,493
At 31 January 2025
281,965
61,762
343,727
Depreciation and impairment
At 1 February 2024
63,054
14,146
77,200
Depreciation charged in the year
59,311
15,441
74,752
At 31 January 2025
122,365
29,587
151,952
Carrying amount
At 31 January 2025
159,600
32,175
191,775
At 31 January 2024
48,418
47,616
96,034
The company had no tangible fixed assets at 31 January 2025 or 31 January 2024.
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
14,532,913
14,532,912
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
14
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2024
14,532,912
Additions
1
At 31 January 2025
14,532,913
Carrying amount
At 31 January 2025
14,532,913
At 31 January 2024
14,532,912
15
Subsidiaries
Details of the company's subsidiaries at 31 January 2025 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Harper & Willow Limited
3 Silverton Court, Northumberland Business Park, Cramlington, England, NE23 7RY
The sale of women's clothing, accessories and lifestyle products.
Ordinary
100.00
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
6,286,814
3,585,197
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 29 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
560,884
289,273
Other debtors
190,376
40,230
2,102
40,230
Prepayments and accrued income
279,238
155,648
81,721
106,505
1,030,498
485,151
83,823
146,735
Amounts falling due after more than one year:
Deferred tax asset (note 22)
122,443
122,443
Total debtors
1,152,941
485,151
206,266
146,735
18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
20
755,744
693,713
755,744
693,713
Obligations under finance leases
21
6,049
6,684
Trade creditors
2,282,511
568,845
4,048
Corporation tax payable
1,076,961
518,424
Other taxation and social security
888,863
367,199
3,502
-
Other creditors
10,021
62,017
Accruals and deferred income
1,712,158
2,075,980
12,175
1,579,916
6,732,307
4,292,862
775,469
2,273,629
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Debenture loans
20
1,840,371
1,673,157
1,840,371
1,673,157
Bank loans and overdrafts
20
742,796
1,501,259
742,796
1,501,259
Obligations under finance leases
21
36,154
43,074
Other borrowings
20
3,257,059
3,071,739
2,619,321
3,217,490
5,840,226
6,246,155
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 30 -
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Debenture loans
1,840,371
1,673,157
1,840,371
1,673,157
Bank loans
1,498,540
2,194,972
1,498,540
2,194,972
Loans from group undertakings
3,257,059
3,071,739
3,338,911
3,868,129
6,595,970
6,939,868
Payable within one year
755,744
693,713
755,744
693,713
Payable after one year
2,583,167
3,174,416
5,840,226
6,246,155
The bank loan is secured by fixed charges over land and property owned by the company.
The interest rate on the bank loan is the Bank of England Base Rate + 3%. The loan is repayable over 3 years with monthly repayments.
The interest rate on the debenture loans is 10%. The loan is repayable in full in 2028.
Loans from group undertakings are between the parent and its subsidiary Harper & Willow Limited. The interest rate is 6%, repayable in full in 2033.
21
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
6,049
6,684
In two to five years
36,154
43,074
42,203
49,758
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 31 -
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
39,155
7,552
-
-
Tax losses
-
-
122,443
-
39,155
7,552
122,443
-
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Tax losses
-
-
122,443
-
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 February 2024
7,552
-
Credit to profit or loss
(90,840)
(122,443)
Asset at 31 January 2025
(83,288)
(122,443)
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,501
16,191
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 32 -
24
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 1p each
41,128
25,000
411
250
Ordinary B Shares of 1p each
26,379
26,379
264
264
Ordinary C Shares of 1p each
27,721
27,721
277
277
Ordinary D Shares of 1p each
19,150
16,250
192
163
114,378
95,350
1,144
954
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference Shares of £1 each
8,102,840
6,603,000
8,102,840
6,603,000
Preference shares classified as equity
8,102,840
6,603,000
Total equity share capital
8,103,984
6,603,954
Redeemable Preference Shares
The redeemable preference shares are redeemable at the option of the company. The are redeemable at the issue price per share and carry no voting rights. Redemption occurs at the discretion of the company, with approval of any two out of three of the holders of a majority of the A ordinary shares, the holders of the majority of the B ordinary shares and the holders of a majority of the C ordinary shares.
Unless previously redeemed, the preference shares must be redeemed on a sale of a controlling interest in the share capital of the company, the listing of the company, or a sale by the company of all or substantial part of its assets.
Each preference share is entitled, on redemption, to a fixed dividend of 6% compounding in arrears on 10th December 2023. At the year end, each preference share is entitled, on redemption to receive the issue price per preference plus an equal to the arrears and accruals of a preference dividend.
At the year end, preference share holders on redemption were entitled to £480,589 (2024: £55,380).
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All participating ordinary share classes rank pari passu with regard to the Company's residual assets and voting. Each ordinary share class has different rights in regards to appointment of Directors to the board.
ARCANOLOGISTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 33 -
25
Operating lease commitments
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
139,500
-
-
-
Between two and five years
100,500
-
-
-
240,000
-
-
-
26
Related party transactions
Transactions with related parties
During the year, a monitoring fee was paid to Refined Capital Partners, a company with directors in common.
The fee charged for the period was £40,000 (2024: £35,591). Amounts outstanding at the year end were £Nil (2024: £35,591).
Other information
The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.
27
Controlling party
The directors believe there is no ultimate controlling party.
28
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
5,089,654
91,472
Adjustments for:
Taxation charged
2,006,778
130,665
Finance costs
322,103
50,737
Investment income
(27,376)
(1,057)
Amortisation and impairment of intangible assets
884,356
125,991
Depreciation and impairment of tangible fixed assets
74,752
77,200
Movements in working capital:
Increase in stocks
(2,701,617)
(3,585,197)
(Increase)/decrease in debtors
(545,346)
125,858
Increase in creditors
3,486,566
3,129,803
Cash generated from operations
8,589,870
145,472
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