REGISTERED NUMBER: 12206535 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RAMBUS UK LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

C L Rodgers

J P Shinn

REGISTERED OFFICE:

5 White Oak Square

London Road

Swanley

Kent

BR8 7AG

REGISTERED NUMBER:

12206535 (England and Wales)

AUDITORS:

Sargeant Partnership Limited

Chartered Accountants

and Statutory Auditors

5 White Oak Square

London Road

Swanley

Kent

BR8 7AG

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of Research and Development support for software and hardware architecture.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C L Rodgers

J P Shinn

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Sargeant Partnership Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J P Shinn - Director

30 September 2025

Opinion

We have audited the financial statements of Rambus UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Other Matters

The financial statements of the company for the year ended 31 December 2023 were not audited, although an audit was required under the Companies Act 2006. As a result, the comparative figures included in these financial statements are unaudited.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

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

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

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

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

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

In identifying and assessing risks of material misstatement in respect of irregularities including, fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK corporate taxation laws and the Data Protection Act.

- We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries to the management and directors. We corroborated our inquiries through our review of board minutes and papers provided to the audit engagement team.

-We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit engagement team included:

a) Identifying and assessing the design effectiveness of controls management has put in place to prevent and detect fraud;

b) Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

c) Challenging assumptions and judgements made by management in its significant accounting estimates;

d) Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations: and

e) Assessing the extent of compliance with the relevant laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Joanne Brown (Senior Statutory Auditor)

for and on behalf of Sargeant Partnership Limited

Chartered Accountants

and Statutory Auditors

5 White Oak Square

London Road

Swanley

Kent

BR8 7AG

30 September 2025

TURNOVER

390,821

405,825

Administrative expenses

391,417

353,297

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(596

)

52,528

Tax on (loss)/profit

4

265

9,743

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(861

)

42,785

CURRENT ASSETS

Debtors

6

274,692

307,188

Cash at bank

219,236

171,095

493,928

478,283

CREDITORS

Amounts falling due within one year

7

66,420

49,914

NET CURRENT ASSETS

427,508

428,369

TOTAL ASSETS LESS CURRENT LIABILITIES

427,508

428,369

CAPITAL AND RESERVES

Called up share capital

8

10

10

Retained earnings

9

427,498

428,359

SHAREHOLDERS' FUNDS

427,508

428,369

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J P Shinn - Director

1.	STATUTORY INFORMATION

Rambus UK Ltd 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.

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.

The financial statements are prepared in sterling, which is the functional currency of the company.

This is the first year that the company's financial statements have been audited. The financial statements of the company for the year ended 31 December 2023 were not audited, although an audit was required under the Companies Act 2006. As a result, the comparative figures included in these financial statements are unaudited.

Preparation of consolidated financial statements

The financial statements contain information about Rambus UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Rambus Inc., .

Critical accounting judgements and key sources of estimation uncertainty

In the preparation of the financial statements, the directors are required to make judgements, estimates and assumptions that affect the amounts reported. Actual outcomes may differ. The following areas involve significant judgement or estimation:

Useful economic lives of tangible fixed assets

The company estimates the useful economic lives and residual values of fixed assets based on historical experience and expectations for future use. These estimates are reviewed annually. Changes in usage patterns, technological advances, or market conditions may require revisions, which could have an impact on depreciation charges.

Impairment of intercompany loans

The company assesses the recoverability of loans due from group undertakings by considering the financial position and expected future cash flows of the counterparty. This assessment requires judgement around the timing and amount of repayments, the financial health of the related entity, and the likelihood of future profitability or external support.

Where there is evidence of impairment, the company estimates the amount that is expected to be recoverable. These estimates involve significant uncertainty, particularly where the subsidiary has limited trading history or is dependent on future funding.

Turnover

Revenue comprises income from the provision of services to the parent company and is recognised in line with the delivery of those services.

Revenue is recognised when it is probable that economic benefits will flow to the company, the amount of revenue can be measured reliably, and the services have been rendered in accordance with the terms of the service agreement with the parent company.

Where services are provided over a period of time, revenue is recognised on a straight-line basis or based on stage of completion, as appropriate, reflecting the performance of the service obligations.

Tangible fixed assets

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

Computer Equipment - Straight line over 3 years

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 5 ) .

4.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

9,743

Prior period corporation tax

265

-

Tax on (loss)/profit

265

9,743

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2024

and 31 December 2024

3,925

DEPRECIATION

At 1 January 2024

and 31 December 2024

3,925

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

271,224

289,933

Other debtors

3,468

17,255

274,692

307,188

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

504

Taxation and social security

8,779

19,117

Other creditors

57,641

30,293

66,420

49,914

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£0.01

10

10

9.

RESERVES

Retained

earnings

£

At 1 January 2024

428,359

Deficit for the year

(861

)

At 31 December 2024

427,498

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

At the balance sheet date the company owed Mr C Rodgers £1,248 (2023: £936) and Mr J Shinn £1,248 (2023: £936).

11.	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.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent company and ultimate controlling party is Rambus Inc. by virtue of its 100% shareholding in Rambus UK Limited.