REGISTERED NUMBER: 13977093 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RIVOS SYSTEMS UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

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:

Mark Arber Limited

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

FIXED ASSETS

Tangible assets

4

10,482

20,483

CURRENT ASSETS

Debtors: amounts falling due within one year

5

963,471

516,971

Cash at bank

43,051

38,176

1,006,522

555,147

CREDITORS

Amounts falling due within one year

6

290,750

182,234

NET CURRENT ASSETS

715,772

372,913

TOTAL ASSETS LESS CURRENT LIABILITIES

726,254

393,396

CAPITAL AND RESERVES

Called up share capital

8

100

100

Other reserves

9

351,071

165,965

Retained earnings

9

375,083

227,331

SHAREHOLDERS' FUNDS

726,254

393,396

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 9 December 2025 and were signed on its behalf by:

M D Hayter - Director

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.

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

These financial statements have been prepared on the going concern basis. The company is dependent upon the continued financial support of its parent undertaking, which is also its sole customer, in order to meet its working capital requirements.

The parent undertaking has confirmed that it will continue to provide financial support for a period of at least twelve months from the date of approval of these financial statements. However, the group has incurred significant recurring operating losses and will require additional investment in order to continue as a going concern. These circumstances represent a material uncertainty that may cast significant doubt on the group's and company's ability to continue as a going concern and on the parent's ability to continue providing that support. The financial statements do not include the adjustments that would be required if the group or company were unable to continue as a going concern.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2023 - 20 ) .

4.	TANGIBLE FIXED ASSETS

Office

equipment

£

Cost

At 1 January 2024

35,768

Additions

1,982

At 31 December 2024

37,750

Depreciation

At 1 January 2024

15,285

Charge for year

11,983

At 31 December 2024

27,268

Net book value

At 31 December 2024

10,482

At 31 December 2023

20,483

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

913,421

493,835

Other debtors

16,174

12,378

VAT

26,585

10,224

Deferred tax asset

6,731

-

Prepayments

560

534

963,471

516,971

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

2,986

10,484

Amounts owed to group undertakings

86,175

38,422

Corporation tax

136,008

-

Social security and other taxes

4,808

14,033

Pension creditor

37,408

34,390

Accrued expenses

23,365

84,905

290,750

182,234

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

88,957

68,079

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

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.

Mark Arber (Senior Statutory Auditor)

for and on behalf of Mark Arber Limited

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 £153,751 (2023: £141,046). Contributions totalling £37,408 (2023: £34,390) 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.

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.