Company registration number 16836395 (England and Wales)
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
COMPANY INFORMATION
Directors
B Barnett
(Appointed 6 November 2025)
H Bergs
(Appointed 25 November 2025)
G Dixon
(Appointed 25 November 2025)
F Major
(Appointed 25 November 2025)
H Major
(Appointed 25 November 2025)
R Leeson
(Appointed 25 November 2025)
Company number
16836395
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 GROUP LIMITED (CONSOLIDATION)
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group 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
Group statement of cash flows
15
Notes to the financial statements
16 - 34
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 1 -

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

Principal activities

Arcanologists Group Limited was incorporated on 6 November 2025 in England and Wales as a limited company under the Companies Act 2006. On the same day it also incorporated a wholly owned subsidiary, Arcanologists Investments Limited.

On 25 November 2025 Arcanologists Investments Limited acquired 100% of the shareholding of Arcanologists Limited, which is the holding company of Harper & Willow Ltd.

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.

Review of the business

As the trading results of the newly created Group only cover a period from 25 November 2025 to 31 January 2026 and therefore have no comparative period, it is deemed more appropriate to refer to the results of Harper & Willow Ltd, to help the users of the financial statements interpret the trading performance, although Harper & Willow Ltd was not a member of the Group at that time.

Turnover in 2026 increased by 51% to £52.8m from £35.1m in 2025. The key drivers behind this growth being an increase in the product offering which now includes a broader range of lifestyle and accessories, more investment into digital marketing spend to reach a wider audience and improved customer proposition in one of our key regions. In January 2025 we opened a fulfilment centre in the EU which allowed us to provide an enhanced offering to our customers in that region, from speed of delivery, lack of cross border duties and the ease of returns this has helped us grow our presence in the EU and provide a strong foundation for future growth and development.

Gross Margin in the period has decreased by 1.3 percentage points as the impact of tariffs in the US put pressure on margins, alongside strategic decisions to increase promotional activity and discounting during a challenging final quarter to the year. Operating Profit in the year increased by £4.2m to £12.5m, representing an operating margin of 23.7%, a 0.2 percentage points increase on 2025. This increase was driven by operational improvements in distribution and related direct operating costs, whilst maintaining a relatively stable and appropriate underlying level of fixed overhead costs.

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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 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.

Promoting the success of the company

The Directors have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in Section 172(1) of the Companies Act 2006. In making decisions, the Directors consider the long-term consequences of those decisions and the interests of the Company's key stakeholders, including shareholders, employees, customers, suppliers, lenders and other group companies. The Directors believe that effective stakeholder engagement and responsible decision-making support the long-term success of the Company and the wider Group.

On behalf of the board

R Leeson
Director
4 August 2026
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 3 -

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

Results and dividends

The results for the period 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 period and up to the date of signature of the financial statements were as follows:

B Barnett
(Appointed 6 November 2025)
H Bergs
(Appointed 25 November 2025)
G Dixon
(Appointed 25 November 2025)
F Major
(Appointed 25 November 2025)
H Major
(Appointed 25 November 2025)
R Leeson
(Appointed 25 November 2025)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Supplier payment policy

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the group's contractual and other legal obligations.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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
4 August 2026
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 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 GROUP LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
- 5 -
Opinion

We have audited the financial statements of Arcanologists Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 January 2026 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 2026 and of the group's loss for the period then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

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:

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
- 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 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 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' 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 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 GROUP LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
- 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.

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 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 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 GROUP LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
- 8 -
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 GROUP LIMITED (CONSOLIDATION)
GROUP INCOME STATEMENT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 9 -
Period
ended
31 January
2026
Notes
£
Turnover
3
11,021,355
Cost of sales
(3,824,516)
Gross profit
7,196,839
Distribution costs
(1,477,866)
Administrative expenses
(5,310,562)
Operating profit
4
408,411
Interest payable and similar expenses
8
(467,953)
Loss before taxation
(59,542)
Tax on loss
9
(534,056)
Loss for the financial period
(593,598)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.

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

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JANUARY 2026
- 10 -
Period
ended
31 January
2026
£
Loss for the period
(593,598)
Other comprehensive income
-
Total comprehensive income for the period
(593,598)
Total comprehensive income for the period is all attributable to the owners of the parent company.
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 JANUARY 2026
31 January 2026
- 11 -
2026
Notes
£
£
Fixed assets
Goodwill
10
91,926,681
Other intangible assets
10
25,634
Total intangible assets
91,952,315
Tangible assets
11
176,424
92,128,739
Current assets
Stocks
14
7,950,500
Debtors
15
874,472
Cash at bank and in hand
2,791,512
11,616,484
Creditors: amounts falling due within one year
16
(8,212,450)
Net current assets
3,404,034
Total assets less current liabilities
95,532,773
Creditors: amounts falling due after more than one year
17
(24,758,710)
Provisions for liabilities
Deferred tax liability
20
31,717
(31,717)
Net assets
70,742,346
Capital and reserves
Called up share capital
22
713,360
Share premium account
70,622,584
Profit and loss reserves
(593,598)
Total equity
70,742,346
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:
04 August 2026
R Leeson
Director
Company registration number 16836395 (England and Wales)
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
31 January 2026
- 12 -
2026
Notes
£
£
Fixed assets
Investments
12
55,332,508
55,332,508
Current assets
Debtors
15
17,146,093
Cash at bank and in hand
19,073
17,165,166
Creditors: amounts falling due within one year
16
(358,409)
Net current assets
16,806,757
Net assets
72,139,265
Capital and reserves
Called up share capital
22
713,360
Share premium account
70,622,584
Profit and loss reserves
803,321
Total equity
72,139,265

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £803,321.

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:
04 August 2026
R Leeson
Director
Company registration number 16836395 (England and Wales)
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2026
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 6 November 2025
-
-
-
-
Period ended 31 January 2026:
Loss and total comprehensive income
-
-
(593,598)
(593,598)
Issue of share capital
22
713,360
70,622,584
-
71,335,944
Balance at 31 January 2026
713,360
70,622,584
(593,598)
70,742,346
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2026
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 6 November 2025
-
-
-
-
Period ended 31 January 2026:
Profit and total comprehensive income
-
-
803,321
803,321
Issue of share capital
22
713,360
70,622,584
-
71,335,944
Balance at 31 January 2026
713,360
70,622,584
803,321
72,139,265
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JANUARY 2026
- 15 -
2026
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
28
(274,802)
Interest paid
(265,944)
Income taxes paid
(676,066)
Net cash outflow from operating activities
(1,216,812)
Investing activities
Purchase of business
(93,845,680)
Purchase of tangible fixed assets
(4,367)
Net cash used in investing activities
(93,850,047)
Financing activities
Proceeds from issue of shares
71,335,944
Issue of borrowings
7,802,348
Issue of bank loans
18,719,124
Movement of finance leases obligations
955
Net cash generated from financing activities
97,858,371
Net increase in cash and cash equivalents
2,791,512
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,791,512
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
- 16 -
1
Accounting policies
Company information

Arcanologists Group 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 Group Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 6 November 2025. The company acquired 100% of the share capital of Arcanologist Investments Limited on 24 November 2025, which is the immediate parent of Arcanologists Limited who owns 100% of the share capital of Harper & Willow Ltd. As this represents the initial set of consolidated financial statements prepared by the Company, no comparative information is presented.

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.

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.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- 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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 17 -
1.3
Business combinations

In the parent company financial statements, t he 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. I nvestments 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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Arcanologists Group 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 2026. 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 g roup.

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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 18 -
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.

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 in vest ments 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.

I n 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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 19 -

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 g roup’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 c ompany 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.

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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 20 -
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.

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 m ethod 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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 21 -
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.

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. 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 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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 22 -
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.

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.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 23 -
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 group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful life of goodwill

Management establishes a reliable estimate of the useful life of goodwill arising from business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which goodwill is attributed, any legal, regulatory or contractual provisions that can limit the useful life and other assumptions that would be considered in respect of similar businesses. The carrying amount is £91,926,681.

3
Turnover
2026
£
Turnover analysed by class of business
Sale of goods
11,021,355
2026
£
Turnover analysed by geographical market
UK
3,121,617
Rest of the World
7,899,738
11,021,355
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 24 -
4
Operating profit
2026
£
Operating profit for the period is stated after charging:
Exchange losses
24,297
Depreciation of owned tangible fixed assets
12,238
Amortisation of intangible assets
1,563,688
5
Auditor's remuneration
2026
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
8,400
Audit of the financial statements of the company's subsidiaries
43,000
51,400
For other services
Taxation compliance services
5,850
All other non-audit services
8,000
13,850
6
Employees

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

Group
Company
2026
2026
Number
Number
Directors
7
6
Staff
72
-
Total
79
6
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
6
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2026
2026
£
£
Wages and salaries
381,388
13,750
Social security costs
74,835
1,875
Pension costs
11,471
-
0
467,694
15,625
7
Directors' remuneration
2026
£
Remuneration for qualifying services
13,750
8
Interest payable and similar expenses
2026
£
Interest on bank overdrafts and loans
459,077
Other interest on financial liabilities
1,873
Interest on finance leases and hire purchase contracts
4,152
Other interest
2,851
Total finance costs
467,953
9
Taxation
2026
£
Current tax
UK corporation tax on profits for the current period
541,494
Deferred tax
Origination and reversal of timing differences
(376)
Adjustment in respect of prior periods
(7,062)
Total deferred tax
(7,438)
Total tax charge
534,056
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
9
Taxation
(Continued)
- 26 -

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2026
£
Loss before taxation
(59,542)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(14,886)
Tax effect of expenses that are not deductible in determining taxable profit
555,295
Adjustments in respect of prior years
(7,062)
Other permanent differences
709
Taxation charge
534,056
10
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 6 November 2025
-
0
-
0
-
0
Additions - business combinations
93,489,102
26,901
93,516,003
At 31 January 2026
93,489,102
26,901
93,516,003
Amortisation and impairment
At 6 November 2025
-
0
-
0
-
0
Amortisation charged for the period
1,562,421
1,267
1,563,688
At 31 January 2026
1,562,421
1,267
1,563,688
Carrying amount
At 31 January 2026
91,926,681
25,634
91,952,315
The company had no intangible fixed assets at 31 January 2026.
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 27 -
11
Tangible fixed assets
Group
IT and Office Equipment
Motor vehicles
Total
£
£
£
Cost
At 6 November 2025
-
0
-
0
-
0
Additions
4,367
-
0
4,367
Business combinations
165,063
19,232
184,295
At 31 January 2026
169,430
19,232
188,662
Depreciation and impairment
At 6 November 2025
-
0
-
0
-
0
Depreciation charged in the period
9,649
2,589
12,238
At 31 January 2026
9,649
2,589
12,238
Carrying amount
At 31 January 2026
159,781
16,643
176,424
The company had no tangible fixed assets at 31 January 2026.
12
Fixed asset investments
Group
Company
2026
2026
Notes
£
£
Investments in subsidiaries
13
-
0
1
Loans to subsidiaries
13
-
0
55,332,507
-
0
55,332,508
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 6 November 2025
-
-
-
Additions
1
55,332,507
55,332,508
At 31 January 2026
1
55,332,507
55,332,508
Carrying amount
At 31 January 2026
1
55,332,507
55,332,508
13
Subsidiaries

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

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
13
Subsidiaries
(Continued)
- 28 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Arcanologists Investments Limited
3 Silverton Court, Northumberland Business Park, Cramlington, England, NE23 7RY
Ordinary
100.00
-
Arcanologists Limited
3 Silverton Court, Northumberland Business Park, Cramlington, England, NE23 7RY
Ordinary
0
100.00
Harper & Willow Ltd
3 Silverton Court, Northumberland Business Park, Cramlington, England, NE23 7RY
Ordinary
0
100.00

The principal activity of Arcanologists Investments Limited is that of a holding company.

The principal activity of Arcanologists Limited is that of a holding company.

The principal activity of Harper & Willow Ltd is t he sale of women's clothing, accessories and lifestyle products.

14
Stocks
Group
Company
2026
2026
£
£
Finished goods and goods for resale
7,950,500
-
0
15
Debtors
Group
Company
2026
2026
Amounts falling due within one year:
£
£
Trade debtors
401,283
-
0
Corporation tax recoverable
134,572
-
0
Amounts owed by group undertakings
-
0
17,109,259
Other debtors
201,606
36,834
Prepayments and accrued income
137,011
-
0
874,472
17,146,093
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 29 -
16
Creditors: amounts falling due within one year
Group
Company
2026
2026
Notes
£
£
Bank loans
18
1,994,004
-
0
Obligations under finance leases
19
6,921
-
0
Trade creditors
3,645,942
-
0
Corporation tax payable
-
0
318,370
Other taxation and social security
721,395
2,845
Other creditors
42,381
23,969
Accruals and deferred income
1,801,807
13,225
8,212,450
358,409
17
Creditors: amounts falling due after more than one year
Group
Company
2026
2026
Notes
£
£
Bank loans and overdrafts
18
16,725,120
-
0
Obligations under finance leases
19
29,233
-
0
Other borrowings
18
8,004,357
-
0
24,758,710
-
18
Loans and overdrafts
Group
Company
2026
2026
£
£
Bank loans
18,719,124
-
0
Other loans
8,004,357
-
0
26,723,481
-
Payable within one year
1,994,004
-
0
Payable after one year
24,729,477
-
0

The long-term loans are secured by fixed charges over land and property owned by the company dated 24 November 2025.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
18
Loans and overdrafts
(Continued)
- 30 -

The interest rate on the bank term loan is SONIA + 2.4%. The loan is repayable over 5 years in equal installments.

The interest rate on the revolving capital facility is SONIA + 2.4%. The loan is repayable in full in 2028.

The interest rate on the debenture loans is 10%. The loan is repayable in full in 2030.

The interest rate on the other loans is the Bank of England Base Rate + 10%. The loan is repayable in full in 2030.

19
Finance lease obligations
Group
Company
2026
2026
£
£
Future minimum lease payments due under finance leases:
Within one year
6,921
-
0
In two to five years
29,233
-
0
36,154
-

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.

20
Deferred taxation

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

Liabilities
2026
Group
£
Accelerated capital allowances
31,717
The company has no deferred tax assets or liabilities.
Group
Company
2026
2026
Movements in the period:
£
£
Asset at 6 November 2025
-
-
Charge to profit or loss
31,717
-
Liability at 31 January 2026
31,717
-
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
20
Deferred taxation
(Continued)
- 31 -

The deferred tax liability set out above relates to the utilisation of tax losses against future expected profits of the same period.

21
Retirement benefit schemes
2026
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
11,471

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.

22
Share capital
Group and company
2026
2026
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A Shares of 1p each
2,264
23
Ordinary B Shares of 1p each
4,676
47
Ordinary C Shares of 1p each
2,560
26
Ordinary D Shares of 1p each
450
4
9,950
100
2026
2026
Preference share capital
Number
£
Issued and fully paid
A Preference Shares of 1p each
16,998,112
169,981
B Preference Shares of 1p each
35,107,408
351,074
C Preference Shares of 1p each
19,220,480
192,205
71,326,000
713,260
Preference shares classified as equity
713,260
Total equity share capital
713,360
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
22
Share capital
(Continued)
- 32 -

Redeemable Preference Shares

The redeemable preference shares are redeemable at the option of the company. They are redeemable at the issue price per share and carry no voting rights. Redemption occurs at the discretion of the company, subject to investor majority consent and the LTM EBITDA of the group being £20 million.

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 a substantial part of its assets.

Each preference share is entitled, on redemption, to a fixed dividend of 10% compounding in arrears on 25th November 2025. 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 £13,076 (2025: £Nil).

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.

23
Acquisition of a business

On 25 November 2025 the group acquired 100% of the issued capital of Arcanologists Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
26,901
-
26,901
Property, plant and equipment
184,295
-
184,295
Inventories
8,219,396
-
8,219,396
Trade and other receivables
783,489
-
783,489
Cash and cash equivalents
2,842,790
-
2,842,790
Obligations under finance leases
(35,199)
-
(35,199)
Trade and other payables
(8,783,149)
-
(8,783,149)
Deferred tax
(39,155)
-
(39,155)
Total identifiable net assets
3,199,368
-
3,199,368
Goodwill
93,489,102
Total consideration
96,688,470
ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
23
Acquisition of a business
(Continued)
- 33 -
The consideration was satisfied by:
£
Cash
42,353,347
Issue of debentures
54,335,123
96,688,470
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
11,021,355
Profit after tax
36,253
24
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
2026
2026
£
£
Within one year
89,625
-
Between two and five years
18,000
-
107,625
-
25
Related party transactions

The group 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 period, the Company paid management fees of £32,202 to Digital Fuel Capital, a related party by virtue of its shareholding in the group.

During the period, the Company paid management fees of £8,265 to Refined Capital Partners, a related party by virtue of its shareholding in the group.

During the period, Arcanologists Investments Limited paid interest charges of £202,009 to Kvika UK Limited, a related party by virtue of its shareholding within the wider group.

During the period, Arcanologists Limited paid management charges of £3,750 to Kvika UK Limited, a related party by virtue of its shareholding within the wider group.

During the period, Arcanologists Limited paid management charges of £3,333 to Refined Capital Partners, a related party by virtue of its shareholding within the wider group.

ARCANOLOGISTS GROUP LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 34 -
26
Directors' transactions

During the period, Harper & Willow Ltd paid rent of £9,505 to a property held within the Director’s Self-Invested Personal Pension (SIPP), which is considered a related party by virtue of the Director’s control.

27
Controlling party

The directors believe there is no ultimate controlling party.

28
Cash absorbed by group operations
2026
£
Loss after taxation
(593,598)
Adjustments for:
Taxation charged
534,056
Finance costs
467,953
Amortisation and impairment of intangible assets
1,563,688
Depreciation and impairment of tangible fixed assets
12,238
Movements in working capital:
Decrease in stocks
268,896
Decrease in debtors
43,589
Decrease in creditors
(2,571,624)
Cash absorbed by operations
(274,802)
29
Analysis of changes in net debt - group
6 November 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
-
2,791,512
2,791,512
Borrowings excluding overdrafts
-
(26,723,481)
(26,723,481)
Obligations under finance leases
-
(36,154)
(36,154)
-
(23,968,123)
(23,968,123)
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