Company registration number 15008098 (England and Wales)
ARCANOLOGISTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
ARCANOLOGISTS LIMITED
COMPANY INFORMATION
Directors
B Barnett
H Bergs
A Fadeeva
R Leeson
F Major
H Major
Mr G Dixon
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
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Income statement
8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
ARCANOLOGISTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -

The directors present the strategic report for the year ended 31 January 2026.

Principal activities

The company continues to act as the holding company of Harper & Willow Ltd trading as ‘Disturbia’.

Review of the business

Harper & Willow Ltd 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.

On 3 April 2025 the company entered into a refinancing process with HSBC comprising a new two-year £4.0 million term loan alongside a two-year £3.0 million Revolving Credit Facility.

The proceeds of these new facilities, in conjunction with existing cash reserves in the Group were used to:

- Repay the balance of the existing HSBC loan facility

- Repay 100% of the outstanding preferences shares, including any accrued interest; and

- Settle the loan notes previously held by KSL Holding ehf

On 25 November 2025 the entire share capital of the Company was acquired by Arcanologists Investments Limited, a company registered in the United Kingdom. As part of this acquisition the remaining outstanding HSBC debt was repaid.

Outlook

We firmly believe that the market opportunity exists for Disturbia to continue to grow and reach a wider audience as we continue to invest in product development, brand awareness and digital marketing, customer proposition in all of our key regions and look to expand into new revenue channels.

On behalf of the board

R Leeson
Director
4 August 2026
ARCANOLOGISTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -

The directors present their annual report and financial statements for the year ended 31 January 2026.

Results and dividends

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

Ordinary dividends were paid amounting to £450,000. The directors do not recommend payment of a further dividend.

Preference dividends were paid amounting to £573,539.

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
Mr G Dixon
Changes in presentation of the financial statements

The financial statements contain information about Arcanologists Limited as an individual company and do not contain consolidated financial information as a parent of a group. Although the company presented consolidated financial statements in the prior year, it is now exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of a parent company, Arcanologists Group Limited whose accounts are publically available.

Auditor

Azets Audit Services were appointed as auditor to the company 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 company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
R Leeson
Director
4 August 2026
ARCANOLOGISTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -

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

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- 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.

ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARCANOLOGISTS LIMITED
- 4 -
Opinion

We have audited the financial statements of Arcanologists Limited (the 'company') for the year ended 31 January 2026 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 January 2026 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial 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
TO THE MEMBERS OF ARCANOLOGISTS LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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
TO THE MEMBERS OF ARCANOLOGISTS LIMITED (CONTINUED)
- 6 -

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.

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;

- Reviewing minutes of meetings of those charged with governance;

- Challenging assumptions and judgements made by management in their significant accounting estimates;

- 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 company 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 field in which the client operates, we identified the following areas 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.

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.

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 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.

ARCANOLOGISTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARCANOLOGISTS LIMITED (CONTINUED)
- 7 -
Simon Brown BA ACA DChA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
5 August 2026
ARCANOLOGISTS LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 8 -
2026
2025
Notes
£
£
Turnover
3
-
-
Administrative expenses
(961,539)
(229,217)
Other operating income
141,748
255,270
Operating (loss)/profit
(819,791)
26,053
Interest receivable and similar income
7
16,687,143
750,000
Interest payable and similar expenses
8
(300,372)
(524,294)
Profit before taxation
15,566,980
251,759
Tax on profit
9
118,636
122,443
Profit for the financial year
15,685,616
374,202

The income statement has been prepared on the basis that all operations are continuing operations.

ARCANOLOGISTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 9 -
2026
2025
£
£
Profit for the year
15,685,616
374,202
Other comprehensive income
-
-
Total comprehensive income for the year
15,685,616
374,202
ARCANOLOGISTS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 JANUARY 2026
31 January 2026
- 10 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
11
14,532,913
14,532,913
Current assets
Debtors
13
129,801
206,266
Cash at bank and in hand
33,752
8,142
163,553
214,408
Creditors: amounts falling due within one year
14
(5,615)
(775,469)
Net current assets/(liabilities)
157,938
(561,061)
Total assets less current liabilities
14,690,851
13,971,852
Creditors: amounts falling due after more than one year
15
-
0
(5,840,226)
Net assets
14,690,851
8,131,626
Capital and reserves
Called up share capital
18
1,132
8,103,984
Capital redemption reserve
8,102,852
-
0
Profit and loss reserves
6,586,867
27,642
Total equity
14,690,851
8,131,626

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 4 August 2026 and are signed on its behalf by:
R Leeson
Director
Company registration number 15008098 (England and Wales)
ARCANOLOGISTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 11 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2024
6,603,954
-
0
(346,560)
6,257,394
Year ended 31 January 2025:
Profit and total comprehensive income
-
-
374,202
374,202
Issue of share capital
18
1,500,030
-
-
1,500,030
Balance at 31 January 2025
8,103,984
-
0
27,642
8,131,626
Year ended 31 January 2026:
Profit and total comprehensive income
-
-
15,685,616
15,685,616
Dividends
10
-
-
(1,023,539)
(1,023,539)
Redemption of shares
18
(8,102,852)
8,102,852
(8,102,852)
(8,102,852)
Balance at 31 January 2026
1,132
8,102,852
6,586,867
14,690,851
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 12 -
1
Accounting policies
Company information

Arcanologists Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Silverton Court, Northumberland Business Park, Cramlington, Northumberland, NE23 7RY.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

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

The financial statements of the company are consolidated in the financial statements of Arcanologists Group Limited. These consolidated financial statements are available from its registered office, 3 Silverton Court, Northumberland Business Park, Cramlington, England, NE23 7RY.

1.2
Going concern

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

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 13 -

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
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.

1.5
Financial instruments

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

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.

ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets

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

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 company after deducting all of its liabilities.

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 paymen ts 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. A m ounts 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 s ubsequently 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 th r ough 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 company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

1.7
Taxation

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

ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 15 -
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

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

1.8
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.

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.

3
Revenue
2026
2025
£
£
Interest income
15,276
-
Dividends received
16,671,867
750,000
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 16 -
4
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,000
6,000
For other services
Taxation compliance services
1,075
1,025
All other non-audit services
1,500
2,000
2,575
3,025
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026
2025
Number
Number
Staff
-
1
Directors
4
6
Total
4
7

Their aggregate remuneration comprised:

2026
2025
£
£
Wages and salaries
75,403
121,538
Social security costs
6,225
5,174
81,628
126,712
6
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
75,403
85,577
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 17 -
7
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest receivable from group companies
15,276
-
0
Income from fixed asset investments
Income from shares in group undertakings
16,671,867
750,000
Total income
16,687,143
750,000
8
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
300,372
318,822
Interest payable to group undertakings
-
0
205,472
300,372
524,294
9
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
(118,636)
-
0
Deferred tax
Origination and reversal of timing differences
-
0
(122,443)
Total tax credit
(118,636)
(122,443)
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
9
Taxation
(Continued)
- 18 -

The actual credit 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:

2026
2025
£
£
Profit before taxation
15,566,980
251,759
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
3,891,745
62,940
Tax effect of expenses that are not deductible in determining taxable profit
157,586
2,117
Adjustments in respect of prior years
(122,443)
-
0
Group relief
118,636
-
0
Deferred tax adjustments in respect of prior years
122,443
-
0
Exempt AGBH distributions
(4,167,967)
(187,500)
Receipt for group relief
(118,636)
-
0
Taxation credit for the year
(118,636)
(122,443)
10
Dividends
2026
2025
£
£
Final paid
1,023,539
-
0
11
Fixed asset investments
2026
2025
Notes
£
£
Investments in subsidiaries
12
14,532,913
14,532,913

On 10 December 2023 Arcanologists Limited acquired 100% of the share capital of Harper & Willow Limited.

12
Subsidiaries

Details of the company's subsidiaries at 31 January 2026 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Harper & Willow Limited
3 Silverton Court, Northumberland
Business Park, Cramlington, England,
NE23 7RY
Ordinary
100.00
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
13
Debtors
2026
2025
Amounts falling due within one year:
£
£
Corporation tax recoverable
118,636
-
0
Amounts owed by group undertakings
523
-
0
Other debtors
8,758
2,102
Prepayments and accrued income
1,884
81,721
129,801
83,823
2026
2025
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 17)
-
0
122,443
Total debtors
129,801
206,266
14
Creditors: amounts falling due within one year
2026
2025
Notes
£
£
Bank loans
16
-
0
755,744
Trade creditors
-
0
4,048
Taxation and social security
-
0
3,502
Accruals and deferred income
5,615
12,175
5,615
775,469
15
Creditors: amounts falling due after more than one year
2026
2025
Notes
£
£
Debenture loans
16
-
0
1,840,371
Bank loans and overdrafts
16
-
0
742,796
Other borrowings
16
-
0
3,257,059
-
0
5,840,226
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 20 -
16
Loans and overdrafts
2026
2025
£
£
Debenture loans
-
0
1,840,371
Bank loans
-
0
1,498,540
Loans from group undertakings
-
0
3,257,059
-
0
6,595,970
Payable within one year
-
0
755,744
Payable after one year
-
0
5,840,226

During the year, the Company repaid its outstanding loans and borrowings in full. The repayments were funded by dividends received from its subsidiary undertakings of a wider group reconstruction exercise.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2026
2025
Balances:
£
£
Tax losses
-
122,443
2026
Movements in the year:
£
Asset at 1 February 2025
(122,443)
Charge to profit or loss
122,443
Liability at 31 January 2026
-

18
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 1p each
41,128
41,128
411
411
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
17,966
19,150
180
192
113,194
114,378
1,132
1,144
ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
18
Share capital
(Continued)
- 21 -
2026
2025
2026
2025
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference Shares of £1 each
0
8,102,840
-
0
8,102,840
Preference shares classified as equity
-
8,102,840
Total equity share capital
1,132
8,103,984

Redeemable Preference Shares

During the year, the company had in issue £1 preference shares which on redemption, were entitled to a fixed dividend of 6% compounding in arrears from 10 December 2023.

On 3 April 2025, Arcanologists Limited redeemed all of its £1 preference shares. On redemption, the holders were entitled to the fixed cumulative dividend accrued up to the redemption date, which was paid in accordance with the terms of the shares. Following this redemption, no preference shares were in issue at the balance sheet date.

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.

19
Related party transactions

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.

During the year, the Company paid management charges of £15,502 (2025: £Nil) and interest of £31,317 (2025: £Nil) to Kvika UK Limited, a related party by virtue of its shareholding within the wider group.

During the year, the Company paid management charges of £33,333 (2025: £40,000) to Refined Capital Partners, a related party by virtue of its shareholding within the wider group.

20
Ultimate controlling party

The company's immediate parent is Arcanologists Investments Limited, incorporated in England and Wales.

The company's ultimate parent is Arcanologists Group Limited, incorporated in England and Wales.

The directors believe there is no ultimate controlling party.

ARCANOLOGISTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
20
Ultimate controlling party
(Continued)
- 22 -

The following are t he parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Arcanologists Group Limited
Smallest group
Arcanologists Investments Limited
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