IRIS Accounts Production v26.1.10.61 13977093 Board of Directors 1.1.25 31.12.25 31.12.25 3.8.26 false true false false true false Auditors Opinion Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 13977093 2024-12-31 13977093 2025-12-31 13977093 2025-01-01 2025-12-31 13977093 2023-12-31 13977093 2024-01-01 2024-12-31 13977093 2024-12-31 13977093 ns15:EnglandWales 2025-01-01 2025-12-31 13977093 ns14:PoundSterling 2025-01-01 2025-12-31 13977093 ns10:Director1 2025-01-01 2025-12-31 13977093 ns10:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 13977093 ns10:SmallEntities 2025-01-01 2025-12-31 13977093 ns10:Audited 2025-01-01 2025-12-31 13977093 ns10:SmallCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 13977093 ns10:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 13977093 ns10:FullAccounts 2025-01-01 2025-12-31 13977093 ns10:OrdinaryShareClass1 2025-01-01 2025-12-31 13977093 ns10:Director4 2025-01-01 2025-12-31 13977093 ns10:RegisteredOffice 2025-01-01 2025-12-31 13977093 ns5:CurrentFinancialInstruments 2025-12-31 13977093 ns5:CurrentFinancialInstruments 2024-12-31 13977093 ns5:ShareCapital 2025-12-31 13977093 ns5:ShareCapital 2024-12-31 13977093 ns5:FurtherSpecificReserve1ComponentTotalEquity 2025-12-31 13977093 ns5:FurtherSpecificReserve1ComponentTotalEquity 2024-12-31 13977093 ns5:RetainedEarningsAccumulatedLosses 2025-12-31 13977093 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 13977093 ns5:ComputerEquipment 2024-12-31 13977093 ns5:ComputerEquipment 2025-01-01 2025-12-31 13977093 ns5:ComputerEquipment 2025-12-31 13977093 ns5:ComputerEquipment 2024-12-31 13977093 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-12-31 13977093 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 13977093 ns5:WithinOneYear 2025-12-31 13977093 ns5:WithinOneYear 2024-12-31 13977093 ns10:OrdinaryShareClass1 2025-12-31 13977093 1 2025-01-01 2025-12-31

REGISTERED NUMBER: 13977093 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

RIVOS SYSTEMS UK LIMITED

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Contents of the Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025

| DIRECTORS: | Eleanor Mary Daly

| Adam O'Reilly

| REGISTERED OFFICE: | 4th Floor

| St James House

| St James Square

| Cheltenham

| England

| GL50 3PR

| REGISTERED NUMBER: | 13977093 (England and Wales)

| AUDITORS: | Mark Arber Limited

| 71-75 Shelton Street

| Covent Garden

| London

| WC2H 9JQ

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Balance Sheet

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 4 | - |  | 10,482 |  |

CURRENT ASSETS

Debtors: amounts falling due within one year | 5 | 1,935,224 |  | 963,471 |  |

Cash at bank | 175,248 |  | 43,051 |  |

2,110,472 |  | 1,006,522 |  |

CREDITORS

Amounts falling due within one year | 6 | 572,854 |  | 290,750 |  |

NET CURRENT ASSETS | 1,537,618 |  | 715,772 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,537,618 |  | 726,254 |  |

CAPITAL AND RESERVES

Called up share capital | 8 | 100 |  | 100 |  |

Other reserves | 9 | - |  | 351,071 |  |

Retained earnings | 9 | 1,537,518 |  | 375,083 |  |

SHAREHOLDERS' FUNDS | 1,537,618 |  | 726,254 |  |

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 31 July 2026 and were signed on its behalf by:

Adam O'Reilly - Director

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Notes to the Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2025

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.

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Debtors

| Short term debtors are measured at the transaction price, less any impairment.

| Creditors

| Short term creditors are measured at the transaction price.

| 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 group in order to meet its working capital requirements.

| Meta Platforms, Inc. has confirmed that it will provide financial support to enable the company to meet its liabilities as they fall due to the extent that necessary funds are not otherwise available to the company to meet such liabilities for a period of at least twelve months from the date of approval of these financial statements. The directors have therefore concluded that it remains appropriate to prepare the financial statements on the going concern basis.

| 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 26 (2024 - 20 ) .

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

4. | TANGIBLE FIXED ASSETS

| Office

| equipment

£ |

| Cost

| At 1 January 2025 | 37,750 |  |

| Additions | 4,276 |  |

| Disposals | (42,026 | ) |

| At 31 December 2025 | - |  |

| Depreciation

| At 1 January 2025 | 27,268 |  |

| Charge for year | 9,729 |  |

| Eliminated on disposal | (36,997 | ) |

| At 31 December 2025 | - |  |

| Net book value

| At 31 December 2025 | - |  |

| At 31 December 2024 | 10,482 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed by group undertakings | 1,883,800 |  | 913,421 |  |

| Other debtors | 17,144 |  | 16,174 |  |

| VAT | 28,805 |  | 26,585 |  |

| Deferred tax asset | 4,192 |  | 6,731 |  |

| Prepayments | 1,283 |  | 560 |  |

1,935,224 |  | 963,471 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade creditors | 41 |  | 2,986 |  |

| Amounts owed to group undertakings | 114,581 |  | 86,175 |  |

| Corporation tax | 269,680 |  | 136,008 |  |

| Social security and other taxes | 119,055 |  | 4,808 |  |

| Pension creditor | 16,767 |  | 37,408 |  |

| Accrued expenses | 52,730 |  | 23,365 |  |

572,854 |  | 290,750 |  |

7. | LEASING AGREEMENTS

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

2025 | 2024 |

£ | £ |

| Within one year | 51,432 |  | 88,957 |  |

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

8. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| 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.

| Other Reserves |  | £ |  |

| Opening Balance at 1st January 2025 |  | 351,071 |  |

| Movement in the year |  | 468,144 |  |

| Transfer to Retained Earnings |  | (819,215 | ) |

| Closing Balance at 31 December 2025 |  | - |  |

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 £165,964 (2024: £153,751). Contributions totalling £16,767 (2024: £37,408) 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. | POST BALANCE SHEET EVENTS

| Following the year end, the company's remaining employees transferred to other group companies, with no employees remaining by March 2026. No formal decision or timetable has been approved for winding down, liquidation or strike-off of the company. The directors do not consider that this event requires adjustment to the financial statements for the year ended 31 December 2025.

14. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is Meta Platforms, Inc., a company incorporated in the United States of America. The smallest and largest group in which the results of the Company are consolidated is that headed by Meta Platforms, Inc., whose registered office is 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America.

| RIVOS SYSTEMS UK LIMITED (REGISTERED NUMBER: 13977093) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

15. | SHARE-BASED PAYMENT TRANSACTIONS

| During the year, employees participated in share option arrangements operated by Rivos Inc. Following the acquisition of the Rivos group by Meta Platforms, Inc., the Rivos Inc options were cancelled. Vested in-the-money options were cash-settled through payroll and unvested options were cancelled in accordance with the terms of the acquisition. No legacy Rivos Inc options remained outstanding at 31 December 2025.

| The company has taken the exemption provided in FRS 102 paragraph 1.12(d) not to disclose further details of share-based payment arrangements concerning equity instruments of another group entity.