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Company No: 08720267 (England and Wales)

KARAKUSEVIC CARSON ARCHITECTS LIMITED

Annual Report and Consolidated Financial Statements
For the financial year ended 31 December 2025

KARAKUSEVIC CARSON ARCHITECTS LIMITED

Annual Report and Consolidated Financial Statements

For the financial year ended 31 December 2025

Contents

KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2025
DIRECTOR P Karakusevic
REGISTERED OFFICE Studio 501 37 Cremer Street
Hackney
London
E2 8HD
United Kingdom
COMPANY NUMBER 08720267 (England and Wales)
AUDITOR Praxis
Statutory Auditor
1 Fore Street Avenue
London
EC2Y 9DT
KARAKUSEVIC CARSON ARCHITECTS LIMITED

GROUP STRATEGIC REPORT

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

GROUP STRATEGIC REPORT (continued)

For the financial year ended 31 December 2025

The director presents their Strategic Report for the financial year ended 31 December 2025.

REVIEW OF THE BUSINESS

The practice has remained at the forefront of Public Sector and Council Housing in the UK and internationally and seeks to build on this reputation in 2026 and beyond.

RESULTS AND PERFORMANCE

Turnover for the financial year amounted to £6,879,794 (2024: £6,858,061). The Group earned a profit after taxation totalling £552,497 (2024: £839,103).

The net current asset position of the Group as at the financial year end amounted to £2,419,789 (2024: net current asset £1,991,043).

The net asset position of the Group as at the financial year end amounted to £3,321,145 (2024: net asset £3,673,937).

KEY PERFORMANCE INDICATORS ('KPIS')

The director uses the following key performance indicators (KPIS) to assess the development, performance and position of the group's business during the year.

2025 2024
£ £
Revenues 6,879,794 6,858,061
Operating profit 830,538 1,123,646

The group's principal non-financial KPI is the studio average headcount which is 52 (2024: 55).

PRINCIPAL RISKS AND UNCERTAINTIES

The director has considered the principal risks and uncertainties facing the group. As a provider of architectural and urban design services, the group operates in markets that are influenced by economic conditions, government housing policy, public sector expenditure and the availability of development funding. The principal risks facing the group comprise changes in public sector funding and housing policy, the successful delivery of long-term projects, professional liability and regulatory compliance matters, economic conditions affecting the construction sector, and the management of credit and cash flow exposure. The director monitors these risks regularly and has implemented procedures designed to mitigate their potential impact on the group's performance and financial position.

Public Sector Funding and Political Risk

A significant proportion of the group's workload is linked directly or indirectly to local authorities and City Hall, housing association and regeneration projects. Changes in central government funding, housing policy, planning legislation or local authority spending priorities may result in the delay, reduction or cancellation of projects. Political uncertainty can adversely affect the pipeline of future work and the timing of project delivery.

The group seeks to maintain a diversified client base across local authorities, Housing Associations and registered providers, international work for state and regional government and Toronto City Hall private developers and other sectors, while monitoring policy developments and maintaining strong client relationships.

Long-Term Contract and Project Delivery Risk

Architectural commissions frequently extend over multiple years and are subject to changes in client requirements, planning outcomes, construction costs and project viability. Delays or cancellations can affect revenue recognition, profitability and cash flow. The group is also exposed to the risk of underestimating project resource requirements.

Regular project reviews are undertaken to monitor budgets, resource utilisation, programme changes and recoverability of amounts due from clients. We have an experienced team who are able to mitigate risks.

Professional Liability and Regulatory Compliance Risk

The group operates quality assurance procedures, peer review processes and maintains appropriate levels of professional indemnity insurance.

Economic and Construction Sector Risk

Demand for architectural services is influenced by broader economic conditions, interest rates, inflation, construction costs, public sector funding and wider and investor confidence. Adverse economic conditions may reduce development activity, delay investment decisions and increase pressure on fee levels and project profitability.

Management regularly reviews forecasts, workload projections and resource requirements and seeks to maintain a balanced portfolio of projects across sectors and stages of development.

Credit and Cash Flow Risk

The group monitors receivable balances closely, undertakes regular credit assessments and maintains regular dialogue with clients regarding payment milestones. Our public sector clients are responsible for in their terms and fees are received regularly in the main which ensures stability.

Approved by the Board of Directors and signed on its behalf by:

P Karakusevic
Director
Studio 501 37 Cremer Street
Hackney
London
E2 8HD
United Kingdom

24 September 2026

KARAKUSEVIC CARSON ARCHITECTS LIMITED

DIRECTOR'S REPORT

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

DIRECTOR'S REPORT (continued)

For the financial year ended 31 December 2025

The director presents this annual report on the affairs of the Company and the Group, together with the financial statements and auditors’ report, for the financial year ended 31 December 2025.

PRINCIPAL ACTIVITIES

The principal activity of the Company and Group during the financial year was architecture and urban design in the UK and internationally.

GOING CONCERN

The director has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 1 to the financial statements.

DIVIDENDS

The director paid a dividend of £905,289 in the current financial year (2024: £655,000).

DIRECTOR

The director, who served during the financial year and to the date of this report except as noted, was as follows:

P Karakusevic

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:

* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

* The director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.


This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.


Praxis have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.



Approved by and signed by the director:

P Karakusevic
Director
Studio 501 37 Cremer Street
Hackney
London
E2 8HD
United Kingdom

24 September 2026

KARAKUSEVIC CARSON ARCHITECTS LIMITED

DIRECTOR'S RESPONSIBILITIES STATEMENT

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

DIRECTOR'S RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 31 December 2025

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the director must not approve the financial statements unless the director is satisfied that they give a true and fair view of the state of affairs of the Company and Group and of the profit or loss of the Group for that financial period.

In preparing these financial statements, the director is required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. The director is also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KARAKUSEVIC CARSON ARCHITECTS LIMITED

For the financial year ended 31 December 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KARAKUSEVIC CARSON ARCHITECTS LIMITED (continued)

For the financial year ended 31 December 2025

Opinion

We have audited the financial statements of Karakusevic Carson Architects Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the financial year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the accounting policies, and the related notes 1 to 21, 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 of Karakusevic Carson Architects Limited (the ‘Company’):
* Give a true and fair view of the state of the Company and Group's affairs as at 31 December 2025 and of the Group's profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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 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 director's 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 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 director 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 director is 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.

The comparative figures were unaudited.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
* Adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
* The Parent Company financial statements are not in agreement with the accounting records and returns; or
* Certain disclosures of director's remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is 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 director determines 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 director is responsible for assessing the Group and 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 director either intends to liquidate the Group and 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework(s) that the Company operates in, and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. In this context we considered the Companies Act 2006 together with UK GAAP. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statements.

Furthermore, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company and the Group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the Company and the Group for fraud and the laws and regulations we considered in this context for the UK operations were the General Data Protection Regulation (GDPR) and employment legislation.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud (or non-compliance with laws and regulations) in the following areas, and our specific procedures performed to address them are described below:

Revenue recognition
We have considered the risk of revenue being artificially overstated and understated by management in relation to long term contract accounting. For a sample of projects we have interrogated the calculations produced by management, vouching to supporting external evidence and recalculating the stage of completion to compare and assess the risk of revenue being incorrectly or deliberately misstated during the year. We have agreed the WIP schedule to the financial statements. We have also reviewed the schedule against sales invoices and recalculated the expected deferred/accrued revenue for our selected sample.

Staff costs
We have considered where fraud may exist in respect of staff costs and salaries. In addressing the risk we have performed analytical procedures to corroborate the completeness of payroll costs as well as confirmed the existence of staff and appropriate recording of starters and leavers throughout the year. We have also considered the risk of duplicate employee recording and evidence of additional costs of close family relationships connected with key management.

Management override
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:
* reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
* performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
* enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
* reading minutes of meetings of those charged with governance.

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.

Nikinder Baller (Senior Statutory Auditor)
For and on behalf of
Praxis
Statutory Auditor

1 Fore Street Avenue
London
EC2Y 9DT

24 September 2026

KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT (continued)

For the financial year ended 31 December 2025
Note 2025 2024
£ £
Turnover 3 6,879,794 6,858,061
Cost of sales ( 1,067,352) ( 550,764)
Gross profit 5,812,442 6,307,297
Administrative expenses ( 5,187,403) ( 5,183,651)
Other operating income 4 205,499 0
Operating profit 830,538 1,123,646
Other non-operating loss 0 ( 474,752)
Profit before interest and taxation 830,538 648,894
Interest receivable and similar income 5 7,067 5,938
Interest payable and similar expenses 5 ( 22,638) ( 13,003)
Profit before taxation 6 814,967 641,829
Tax on profit 9 ( 262,470) 197,274
Profit for the financial year 552,497 839,103

All amounts relate to continuing operations.

There were no items of other comprehensive income or losses for the current or prior year other than those included in the Profit and Loss Account, accordingly no Statement of Comprehensive Income is presented.

KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED BALANCE SHEET

As at 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED BALANCE SHEET (continued)

As at 31 December 2025
Note 2025 2024
£ £
Fixed assets
Intangible assets 10 1,400,000 1,575,000
Tangible assets 11 73,997 107,894
1,473,997 1,682,894
Current assets
Debtors 13 2,588,341 3,443,817
Cash at bank and in hand 14 1,420,754 1,552,362
4,009,095 4,996,179
Creditors: amounts falling due within one year 15 ( 1,589,306) ( 3,005,136)
Net current assets 2,419,789 1,991,043
Total assets less current liabilities 3,893,786 3,673,937
Provision for liabilities 16 ( 572,641) 0
Net assets 3,321,145 3,673,937
Capital and reserves 17
Called-up share capital 100 100
Profit and loss account 3,321,045 3,673,837
Total shareholder's funds 3,321,145 3,673,937

The financial statements of Karakusevic Carson Architects Limited (registered number: 08720267) were approved and authorised for issue by the director on 24 September 2026. They were signed on its behalf by:

P Karakusevic
Director
Studio 501 37 Cremer Street
Hackney
London
E2 8HD
United Kingdom

24 September 2026

KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY BALANCE SHEET

As at 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY BALANCE SHEET (continued)

As at 31 December 2025
Note 2025 2024
£ £
Fixed assets
Intangible assets 10 1,400,000 1,575,000
Tangible assets 11 43,937 60,658
Investments 12 99 99
1,444,036 1,635,757
Current assets
Debtors 13 2,584,380 3,426,411
Cash at bank and in hand 14 751,697 1,150,603
3,336,077 4,577,014
Creditors: amounts falling due within one year 15 ( 3,851,189) ( 5,417,283)
Net current liabilities (515,112) (840,269)
Total assets less current liabilities 928,924 795,488
Provision for liabilities 16 ( 572,641) 0
Net assets 356,283 795,488
Capital and reserves 17
Called-up share capital 100 100
Profit and loss account 356,183 795,388
Total shareholder's funds 356,283 795,488

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit of the parent company was £466,084 (2024: profit of £550,375).

The financial statements of Karakusevic Carson Architects Limited (registered number: 08720267) were approved and authorised for issue by the director on 24 September 2026. They were signed on its behalf by:

P Karakusevic
Director
Studio 501 37 Cremer Street
Hackney
London
E2 8HD
United Kingdom

24 September 2026

KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 December 2025
Called-up share capital Profit and loss account Total
£ £ £
At 01 January 2024 100 3,489,734 3,489,834
Profit for the financial year 0 839,103 839,103
Total comprehensive income 0 839,103 839,103
Dividends paid on equity shares 0 ( 655,000) ( 655,000)
At 31 December 2024 100 3,673,837 3,673,937
At 01 January 2025 100 3,673,837 3,673,937
Profit for the financial year 0 552,497 552,497
Total comprehensive income 0 552,497 552,497
Dividends paid on equity shares 0 ( 905,289) ( 905,289)
At 31 December 2025 100 3,321,045 3,321,145
KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 December 2025
Called-up share capital Profit and loss account Total
£ £ £
At 01 January 2024 100 900,013 900,113
Profit for the financial year 0 550,375 550,375
Total comprehensive income 0 550,375 550,375
Dividends paid on equity shares 0 ( 655,000) ( 655,000)
At 31 December 2024 100 795,388 795,488
At 01 January 2025 100 795,388 795,488
Profit for the financial year 0 466,084 466,084
Total comprehensive income 0 466,084 466,084
Dividends paid on equity shares 0 ( 905,289) ( 905,289)
At 31 December 2025 100 356,183 356,283
KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

For the financial year ended 31 December 2025
2025 2024
£ £
Operating profit 830,538 1,123,646
Adjustment for:
Depreciation and amortisation 213,509 213,102
Loss on sale of plant and equipment 0 2,213
Increase in provisions 203,964 0
Operating cash flows before movement in working capital 1,248,011 1,338,961
Decrease/(increase) in debtors 855,476 ( 933,482)
(Decrease)/increase in creditors ( 1,247,587) 1,199,740
Cash generated by operations 855,900 1,605,219
Income taxes paid ( 58,506) 0
Net cash flows from operating activities 797,394 1,605,219
Cash flows from investing activities
Purchase of plant and machinery ( 4,612) ( 83,795)
Interest received 7,067 5,938
Net cash flows from investing activities 2,455 ( 77,857)
Cash flows from financing activities
Repayments of borrowings ( 3,530) 0
Equity dividends paid (905,289) (655,000)
Interest paid (22,638) (13,003)
New director loan 0 1,755
Net cash flows from financing activities ( 931,457) ( 666,248)
Net (decrease)/increase in cash and cash equivalents ( 131,608) 861,114
Cash and cash equivalents at beginning of year 1,552,362 691,248
Cash and cash equivalents at end of year 1,420,754 1,552,362
Reconciliation to cash at bank and in hand:
Cash at bank and in hand at end of year 1,420,632 1,552,130
Cash equivalents 122 232
Cash and cash equivalents at end of year 1,420,754 1,552,362

Non-cash transactions

In the prior year, the Group acquired goodwill at a cost of £1,750,000 from a connected entity. The non-cash consideration for this was the assumption of net liabilities of £1,750,000 from the same entity.

KARAKUSEVIC CARSON ARCHITECTS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 December 2025
KARAKUSEVIC CARSON ARCHITECTS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 December 2025
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Karakusevic Carson Architects Limited (the Group) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Group's registered office is Studio 501 37 Cremer Street, Hackney, London, E2 8HD, United Kingdom. These financial statements comprise the consolidated financial statements of the Company and its subsidiary undertakings (together referred to as "the Group").

The principal activities are set out in the Strategic Report.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.

The financial statements are presented in pounds sterling which is the functional currency of the Group and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December each year.

On 8th December 2023, Karakusevic Carson Architects Limited acquired 100% of the shares in Karakusevic Carson Services Limited. This transaction is a group reconstruction and so the business combination has been accounted for using the merger method. The transaction meets the requirements of a group reconstruction because: the ultimate equity holders remain the same, the rights of each equity holder, relative to the others, are unchanged; and no non-controlling interest in the net assets of the group is altered by the transfer.

In 2023 £2,589,721 was added to group reserves in respect of the subsidiary's pre acquisition reserves.

Foreign currency

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated profit and loss account.

Turnover

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

Rendering of architectural services

When the outcome of a transaction can be estimated reliably, turnover from architectural services is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the proportion of contract cost incurred to date compared to the total contract cost to completion.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the costs recognised that are recoverable.

Employee benefits

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

Termination benefits are recognised as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.

Intangible assets

Goodwill 10 years straight line
Other intangible assets 10 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings 4 years straight line
Computer equipment 4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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 credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the Group reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Investments
Investments in subsidiaries are measured at cost less impairment. The Parent Company holds 100% of the shares in KCAT Limited, a subsidiary based in Canada. However, due to the entity's inclusion in the consolidated accounts being immaterial for the purpose of giving a true and fair view of the financial statements, this entity has not been consolidated.

Equity instruments
Equity instruments issued by the Group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

Government grants

The company claims Research and Development Expenditure Credits ("RDEC") in respect of qualifying research and development expenditure. The credit is accounted for as a government grant in accordance with Section 24 of FRS 102 as it is intended to compensate the company for qualifying operating expenditure incurred on research and development activities.

The credit is recognised on an accruals basis in the period in which the qualifying expenditure is incurred where there is reasonable assurance that the company has complied with the relevant conditions and that the credit will be received.

The gross RDEC income is recognised within Other Operating Income in the profit and loss account. As the credit constitutes taxable income for corporation tax purposes, the related corporation tax charge is recognised within Tax on profit.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Critical accounting judgements and key sources of estimation uncertainty


In the application of the Group’s accounting policies, which are described in note 1, the director is required to make judgements, estimates and assumptions about the carrying amounts 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 financial year in which the estimate is revised if the revision affects only that period, or in the financial year
of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the director has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Critical judgement - Revenue recognition

The Group engages in projects that can take many years to complete. The director therefore must make estimations in terms of the level of revenue to recognise within each set of annual financial statements. Such estimations are by their nature judgemental but are backed by reviews of correspondence and resourcing forecasts performed post year end.

3. Turnover

Turnover represents the fair value of architectural services provided to customers during the financial year excluding value added tax.

Breakdown by geographical market:

An analysis of the Group's turnover by geographical market is set out below.

2025 2024
£ £
United Kingdom 6,205,445 6,561,288
Rest of the World 674,349 296,773
6,879,794 6,858,061

4. Other operating income

2025 2024
£ £
Research and Development Credits (RDEC) 205,499 0

5. Interest receivable and interest payable

2025 2024
£ £
Interest receivable and similar income 7,067 5,938
Interest payable and similar expenses ( 22,638) ( 13,003)
(15,571) (7,065)

6. Profit before taxation

Profit before taxation is stated after charging/(crediting):

2025 2024
£ £
Depreciation of tangible fixed assets (note 11) 21,332 20,925
Amortisation of intangible assets (note 10) 175,000 175,000
Government grants 205,499 0
Operating lease rentals 0 9,837
Foreign exchange losses 105,745 1,741

During the year, the company recognized a Research and Development Expenditure Credit of £205,499 (2024: £nil) under the merged R&D scheme. The gross amount of £205,499 is included in Other operating income, with the associated corporation tax liability accounted for in the tax charge for the period.

7. Auditor's remuneration

An analysis of the auditor's remuneration is as follows:

2025 2024
£ £
Fees payable to the Group’s auditor and its associates for the audit of the Group's annual financial statements: 17,500 0
Total audit fees 17,500 0

8. Staff number and costs

Group Group
2025 2024
Number Number
The average monthly number of employees (including directors) was:
Architects, management and studio employees 52 55

Their aggregate remuneration comprised:

Group Group
2025 2024
£ £
Wages and salaries 2,367,230 2,444,056
Social security costs 260,897 249,316
Other retirement benefit costs 120,591 77,185
2,748,718 2,770,557

Accounted for as follows:

Expensed in financial year 2,748,718 2,770,557

The Company had no employees during the year (prior year 2024: nil). Director's remuneration paid by the Company and Group was £nil (prior year 2024: nil)

9. Tax on profit

2025 2024
£ £
Current tax on profit
UK corporation tax 262,470 ( 197,274)
Total current tax 262,470 ( 197,274)
Total tax on profit 262,470 ( 197,274)
Tax reconciliation

The tax assessed for the year is higher than (2024: lower than) the standard rate of corporation tax in the UK:

2025 2024
£ £
Profit before taxation 814,967 641,829
Tax on profit at standard UK corporation tax rate of 25% (2024: 25%) 203,742 160,457
Total tax charge for year 203,742 160,457

10. Intangible assets

Group

Goodwill Other intangible assets Total
£ £ £
Cost
At 01 January 2025 1,749,992 8 1,750,000
At 31 December 2025 1,749,992 8 1,750,000
Accumulated amortisation
At 01 January 2025 174,999 1 175,000
Charge for the financial year 174,999 1 175,000
At 31 December 2025 349,998 2 350,000
Net book value
At 31 December 2025 1,399,994 6 1,400,000
At 31 December 2024 1,574,993 7 1,575,000

Company

Goodwill Other intangible assets Total
£ £ £
Cost
At 01 January 2025 1,749,992 8 1,750,000
At 31 December 2025 1,749,992 8 1,750,000
Accumulated amortisation
At 01 January 2025 174,999 1 175,000
Charge for the financial year 174,999 1 175,000
At 31 December 2025 349,998 2 350,000
Net book value
At 31 December 2025 1,399,994 6 1,400,000
At 31 December 2024 1,574,993 7 1,575,000

On 1 January 2024 the Company acquired the trade and trading assets of Karakusevic Carson LLP, a limited liability partnership under common control. The difference between the fair value of assets acquired and the consideration payable was £1,749,992 and represents the goodwill associated with the business.

Amortisation of intangible fixed assets is included in administrative expenses.

11. Tangible assets

Group

Fixtures and fittings Computer equipment Total
£ £ £
Cost
At 01 January 2025 32,590 117,700 150,290
Additions 0 4,612 4,612
At 31 December 2025 32,590 122,312 154,902
Accumulated depreciation
At 01 January 2025 43 42,353 42,396
Charge for the financial year 8,137 30,372 38,509
At 31 December 2025 8,180 72,725 80,905
Net book value
At 31 December 2025 24,410 49,587 73,997
At 31 December 2024 32,547 75,347 107,894

Company

Fixtures and fittings Computer equipment Total
£ £ £
Cost
At 01 January 2025 32,590 48,993 81,583
Additions 0 4,611 4,611
At 31 December 2025 32,590 53,604 86,194
Accumulated depreciation
At 01 January 2025 43 20,882 20,925
Charge for the financial year 8,137 13,195 21,332
At 31 December 2025 8,180 34,077 42,257
Net book value
At 31 December 2025 24,410 19,527 43,937
At 31 December 2024 32,547 28,111 60,658

12. Fixed asset investments

Company

Investments in subsidiaries Total
£ £
Cost or valuation before impairment
At 01 January 2025 99 99
At 31 December 2025 99 99
Carrying value at 31 December 2025 99 99
Carrying value at 31 December 2024 99 99

Investments in subsidiaries

The following were subsidiary undertakings of the Company:

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2025
Ownership
31.12.2024
Held
Karakusevic Carson Services Limited Studio 501 37 Cremer St, Hackney, London, E2 8HD, United Kingdom Architectural and related sub consultancy and provision of office services to Karakusevic Carson Architects Limited. Ordinary 100.00% 100.00% Direct
KCAT Limited 181 Bay Street, Suite 800, Toronto, Ontario, Canada, M5J 2T9 Payment services Ordinary 100.00% 100.00% Direct

For the year ending 31 December 2025, Karakusevic Carson Services Limited (company registration number 11067014), a subsidiary company, was entitled to exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies as a guarantee of its liabilities has been given by this Company.

13. Debtors

Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Trade debtors 1,064,961 1,195,016 1,064,961 1,195,016
Amounts recoverable on contracts 332,075 704,087 332,075 704,087
Amounts owed by connected persons (note 19) 923,736 1,038,602 923,736 1,036,592
Amounts owed by related parties (note 19) 2,010 0 0 0
VAT recoverable 797 797 0 0
Other taxation and social security 4,809 9,141 4,809 0
Other debtors 44,147 5,145 44,147 5,145
Prepayments 215,806 491,029 214,652 485,571
2,588,341 3,443,817 2,584,380 3,426,411

14. Cash and cash equivalents

Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Cash at bank and in hand 1,420,754 1,552,362 751,697 1,150,603

15. Creditors: amounts falling due within one year

Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Director loans (note 19) 0 3,530 0 3,530
Payments received on account 1,145,362 1,618,178 1,145,362 1,618,178
Trade creditors 119,672 466,801 119,595 466,681
Amounts owed to own subsidiaries (note 19) 0 0 2,384,917 2,432,054
Amounts owed to connected persons (note 19) 1,820 146,516 1,820 146,516
Taxation and social security 204,197 6,225 110,462 3,386
VAT 61,044 331,049 61,044 331,049
Accruals 35,685 431,635 26,276 414,686
Other creditors 21,526 1,202 1,713 1,203
1,589,306 3,005,136 3,851,189 5,417,283

There are no amounts included above in respect of which any security has been given by the Group or Company.

16. Provision for liabilities

Group

Operational Other Total
£ £ £
At 01 January 2025 0 0 0
Charged to the Profit and Loss Account 0 203,964 203,964
Reclassification from Accruals and deferred income 0 368,677 368,677
At 31 December 2025 0 572,641 572,641

Company

Operational Other Total
£ £ £
At 01 January 2025 0 0 0
Charged to the Profit and Loss Account 0 203,964 203,964
Reclassification from Accruals and deferred income 0 368,677 368,677
At 31 December 2025 0 572,641 572,641

17. Called-up share capital and reserves

2025 2024
£ £
Allotted, called-up and fully-paid
100 Ordinary shares of £ 1.00 each 100 100
Presented as follows:
Called-up share capital presented as equity 100 100

The Group's other reserves are as follows:

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

18. Financial commitments

Pensions

The Group operates a defined contribution pension scheme for the director and employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Unpaid contributions due to the fund (inc. in other creditors) 19,814 0 19,814 0

The Group had no material capital commitments at the year ended 31 December 2025.

19. Related party transactions

The Group has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Group is a wholly owned member.

The director of the Group is deemed to be the key personnel of the Group as defined in Section 33 of FRS 102. No director's remuneration was paid during the current or previous year.

Transactions with related parties or connected persons

Amounts owed by connected persons

2025 2024
£ £
Entities under common control 925,746 1,038,602
0 0
925,746 1,038,602

Amounts owed to connected persons

2025 2024
£ £
Entities under common control 1,820 146,516

During the year, the Company made purchases of £408,914 (2024: £461,995) from an entity under common control.

Transactions with the entity’s director (or members of its governing body)

Amounts owed to director

2025 2024
£ £
Directors' Loan Account 0 3,530

During the year, the Company repaid a loan from the director and sole shareholder of £3,530.

20. Events after the Balance Sheet date

On 19 June 2026, the Company and its subsidiary entered into a guarantee and security agreement in favour of Barclays Bank PLC in connection with mortgage finance advanced to Pennington Street Studios Limited, a company under common control with the Company.

Under the terms of the agreement, the Company and its subsidiary provided a guarantee of the borrower's obligations and granted a fixed and floating charge over substantially all of its assets as security for those obligations.

At the date of approval of these financial statements, no amounts have become payable by the Company or its subsidiary under the guarantee and the Director does not consider that any provision is required in respect of the arrangement.

The mortgage facility secured by the guarantee amounted to £2,270,000.

21. Controlling party

P Karakusevic is the ultimate controlling party by virtue of majority ownership of the company’s issued ordinary shares.