REGISTERED NUMBER: 13977093 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

RIVOS SYSTEMS UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

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

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

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.

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 ) .

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

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.

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.