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REGISTERED NUMBER: 13977093 (England and Wales)















FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

RIVOS SYSTEMS UK LIMITED

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


RIVOS SYSTEMS UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: M D Hayter
P Kumar





REGISTERED OFFICE: 4th Floor
St James House
St James Square
Cheltenham
Gloucestershire
GL50 3PR





REGISTERED NUMBER: 13977093 (England and Wales)





AUDITORS: WD Audit Limited (Statutory Auditor)
5th Floor
111 Charterhouse Street
London
EC1M 6AW

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £ £
FIXED ASSETS
Tangible assets 4 20,483 23,988

CURRENT ASSETS
Debtors: amounts falling due within
one year

5

516,971

199,263
Cash at bank 38,176 81,572
555,147 280,835
CREDITORS
Amounts falling due within one year 6 (182,234 ) (77,910 )
NET CURRENT ASSETS 372,913 202,925
TOTAL ASSETS LESS CURRENT
LIABILITIES

393,396

226,913

PROVISIONS FOR LIABILITIES - (438 )
NET ASSETS 393,396 226,475

CAPITAL AND RESERVES
Called up share capital 8 100 100
Other reserves 9 165,965 162,146
Retained earnings 9 227,331 64,229
SHAREHOLDERS' FUNDS 393,396 226,475

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 October 2024 and were signed on its behalf by:





M D Hayter - Director


RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Rivos Systems UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The Company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover represents amounts charged to the Company's parent under a services agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment - 3 years straight line

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Interest Income
Interest income is recognised in profit or loss using the effective interest method.

Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company has continued financial support as needed from the parent company to provide capital to meet liabilities when they fall due.

Share based payment transactions
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2022 - 9 ) .

4. TANGIBLE FIXED ASSETS
Office
equipment
£
COST
At 1 January 2023 27,913
Additions 7,855
At 31 December 2023 35,768
DEPRECIATION
At 1 January 2023 3,925
Charge for year 11,360
At 31 December 2023 15,285
NET BOOK VALUE
At 31 December 2023 20,483
At 31 December 2022 23,988

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£ £
Amounts owed by group undertakings 493,835 173,581
Other debtors 12,378 10,920
VAT 10,224 13,241
Prepayments 534 1,521
516,971 199,263

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£ £
Trade creditors 10,484 7,266
Amounts owed to group undertakings 38,422 -
Social security and other taxes 14,033 4,415
Pension creditor 34,390 22,238
Accrued expenses 84,905 43,991
182,234 77,910

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£ £
Within one year 68,079 97,450

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
100 Ordinary 1 100 100

9. RESERVES

Retained earnings - represents accumulated profits and losses net of distribution to owners.
Other reserves - represents capital contributions in connection with the recharged share-based payment expenses from Rivos Inc to employees of Rivos Systems UK Limited.

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Roy Davis (Senior Statutory Auditor)
for and on behalf of WD Audit Limited (Statutory Auditor)

11. PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £141,046 (2022: £46,848). Contributions totalling £34,390 (2022: £22,238) were payable to the fund at the reporting date and are included within creditors.

12. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Rivos Inc. The Company is a wholly owned subsidiary of Rivos Inc., a company incorporated in the United States of America. The smallest group in which the results of the Company are consolidated is that headed by Rivos Inc., with its registered office at 3315 Scott Boulevard, 4th Floor Santa Clara, CA, United States, 95054.

RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


14. SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.
The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.
The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.