Registered number: 07180318
(A Company Limited by Guarantee)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Linaro Limited is a software engineering company formed in 2010 with a mission to drive consolidation of the Arm related codebase and make it easier to work with Arm software accelerating the deployment of Arm based products in the market place. The company was incorporated as a Limited by Guarantee entity with Mutual Trade status, having members rather than shareholders. Because Linaro has no shareholders there is no distribution of profits, which are instead reinvested in the business. Linaro's members comprise some of the world's leading technology companies, including Arm, Google, Qualcomm and HiSilicon, who pay subscription fees and also provide engineering resources.
Linaro's mission has remained unchanged but over time the company's open source collaborative engineering solutions and tools have been supplemented by targeted professional service engagements and software products, naturally levering the company's expertise.
Linaro's engineering pool includes world-leading Arm and Linux and Android software experts, and work spans a wide range of industry verticals and horizontal core technologies, including Automotive, IoT, Edge Devices, Client Devices for Android and Windows on Arm, Arm based Cloud Computing and Servers, Embedded, Kernel and Toolchain, Build and Test and Security. Linaro has been consistently in the top 5 worldwide corporate contributors to the Linux Kernel.
Linaro remains distribution neutral: its goal is to provide the best software foundations to everyone, to reduce non-differentiating and costly low-level fragmentation and to enable rapid development, testing and delivery of Arm-based innovations.
Results
The loss for the year after taxation was $451,847 (2024: loss $1,260,798).
To support the group's strategy and monitor performance executive management use a number of financial and non-financial key performance indicators (KPIs). The standard financial KPIs include revenue, operating costs, margins, in the case of professional services, and contributions, final surplus/deficit, cash and net assets, which are all useful for monitoring operational performance in any given period. Progress is assessed against budgets, forecasts and historical performance. Performance against these measures can be seen in the financial statements below.
Because Linaro is a mutual trade company, without shareholders, it is not primarily targeted with growing revenues, profits and company valuation, on a year by year basis, rather it is measured on its ability to react to and provide technical software solutions and latterly products for the specific needs of its members, and the wider Arm ecosystem, as they change over time based on the evolving Arm architecture and market needs. In this non-financial context, the total engineering headcount, which as well as Linaro's employees includes members' engineers, working on Linaro projects, maintaining a top 10 worldwide ranking in code contributions to the Linux Kernel, and the total number of Linux Maintainers within Linaro, are key indicators.
All KPIs used are reviewed and updated on an ongoing basis to ensure they remain important and relevant to the success of the group.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
For the year ended 30 September 2025 the group generated a loss after tax of $451,847 which compared to a loss of $1,260,798 in the previous year. Explanations of key variances in the Consolidated Profit and Loss Account and Balance Sheet are provided below.
Linaro's "Turnover" for the year ended 30 September 2025, $40,983,434, comprised three elements, revenues from Membership fees, revenues for professional services provided outside the scope of membership, and revenues from the sale of 'Linaro Forge' software licences and support and maintenance contracts. Linaro's services business, together with Linaro Forge revenues, continued its year-on-year growth by increasing by 48.4%. Professional Services and the Forge business made up 42.2% of the total revenues, an increase from 37.5% in FY24, continuing the trend of a reducing proportion of total revenues for the not-for profit Membership Fees.
Reviewing the Balance Sheet, cash balances, stood at $7,402,890 as at 30 September 2025 showing a net decrease of $873,757, however, Net Current Assets stood at $619,501, a reduction of $764,890, year on year. The decrease in net assets at 30 September 2025 to $1,582,751 compared to $2,035,271 in 2024, was a direct reflection of the net loss made in 2025 of $451,847.
The Linaro Board and Executive team continued to believe that collaborative engineering, through the collective resolution of common engineering challenges and active participation in upstream communities, remained an effective approach to addressing complex technical issues. However, in light of the continued growth of the professional services and product offerings, the directors and other stakeholders formally approved, on 1 December 2025, a strategic transition away from the not-for-profit membership model. The intention is for the commercial activities currently undertaken by the company to transition to an appropriately structured for-profit limited liability entity, while Linaro Limited continues to focus on its community and collaborative engineering activities. This approval enables management to commence the transition process.
There are a number of risks and uncertainties that could impact the performance of Linaro, some of which are beyond the control of Linaro and its Board.
Management closely monitor market and technology trends and risks on an on-going basis and they are the focus of regular Executive meetings where key performance indicators are used to benchmark operational performance and financial performance is assessed versus budget, forecast and prior year.
As well as regular operational review meetings with individual members and key customers, more strategic meetings are also held twice a year, 'Linaro Partner Meetings' where all members are present either face to face or virtually together with Linaro's full Executive team. An annual assessment of trends and risks is also an integral part of Linaro's strategic planning and budgeting.
This comprehensive bottom up and top down approach enables the Executive Team and Board to determine and assess the company's overall risk environment. Linaro's principal risks and uncertainties are outlined below:
Industry consolidation
The possibility of industry consolidation is ever present with the possible consequence of a reduction in the total number of potential members or Customers for Linaro. However, by expanding the corporate diversity of the customer base, sector, geographic spread, the growth of non-membership Professional Services, Linaro is making best efforts to mitigate such risks.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Principal risks and uncertainties and financial risk management (continued)
Global economy and market conditions
Global economy and market conditions
Linaro is not immune to the global economic and political factors affecting the technology sector. An example being the continuing US China trade sanctions, which has continued to impact on revenue growth opportunities.
Despite the degree of global economic uncertainty the Board continues to believe that Linaro is in a relatively favourable position. The work that Linaro carries out is generally forward looking and results in productivity gains for its members and customers helping get new competitive products to market sooner.
Given the noted subsequent events, the membership model ceased in December 2025, and whilst it is expected that many members will come back on board with SoW's (statements of work), the financing of these projects will come from different sources to where memberships were funded and so we saw a reduction in revenues early FY26 whilst this was working through. Additionally, as AI becomes more prevalent, Linaro customers may well re-direct funding towards AI based solutions, something Linaro is unable to provide at this time. However, the Board believes that whilst these risks exist, Linaro continues to be seen as an important partner across the market, where it sees growing engagement to support companies during the markets big technological transition.
Human resources
Linaro is entirely dependent on its people, and talent acquisition and development is an integral part of Linaro's everyday business. In an industry where competition for Linaro's specialist engineering skills is noticeably increasing, Linaro is mindful of the need not just to continue to provide competitive remuneration packages, but also to provide leading edge technically challenging work and clear career progression opportunities.
Currency risk
Linaro's income is primarily received in US Dollars and the company has a significant natural hedge in terms of its US dollar denominated cost base. A net exposure remains for the British Pound and Euro and the company operates a centralised treasury model and, on occasion, hedging facilities are used to mitigate this foreign exchange risk.
Credit risk
Because of the quality of Linaro's Membership, Services and Products customers, management believe that the overall risk of bad debts is low, nevertheless overdue balances are reviewed regularly and any concerns are elevated to the appropriate executives for action.
Interest rate risk
Regarding fluctuation in interest rates, Linaro does not have borrowings and is therefore not directly affected by interest rate changes.
Liquidity risk
The company's membership model is cash generative and therefore has adequate working capital availability, and it is not reliant on borrowings or overdraft facilities. However, with the change to the operating model approved by the board in December 2025, this would put pressure on the group's liquidity. As such increased visibility on cashflow was implemented to ensure that sufficient funds are available in the near term and also in line with forecasts needs.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Environmental, Social and Governance Policy
The company aims to implement the highest environmental, social and governance (ESG) standards appropriate to its size and sector. The Board and management of Linaro are aware that the reputation and prosperity of Linaro requires a firm commitment to the sustainable management of its activities.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors present their annual report and the audited financial statements for the year ended 30 September 2025.
The loss for the year, after taxation, amounted to $451,847 (2024: loss $1,260,798).
The directors did not recommend the payment of dividends in the year (2024: $Nil).
The directors who served during the year, and subsequent to the year end, unless otherwise stated, were:
R Booth and T Benton were appointed as directors after the year ended on 1 December 2025 and 14 January 2026, respectively.
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LINARO LIMITED
(A Company Limited by Guarantee)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
As per the Subsequent events section, on completion of the restructure, Linaro Limited will cease to have employees and undertake 3rd party projects and instead be a host for "community" projects and initiatives. The expectation at time of the publishing of the accounts is that this will initiate by end of August 2026.
Whilst the company invests in research and development each year the focus is on "development" not "research". Any R&D costs are written off to the Profit and Loss Account in the year in which they are incurred. Because Linaro is classified as a "Mutual Trade" by HMRC any surplus generated is not subject to corporation tax and as a result the company is not normally eligible to participate in the R&D Tax Credits Scheme ("RDEC"), a tax incentive from the UK Government, designed to encourage companies to invest in R&D. However, Linaro's Professional Services projects and Product development activities are regularly reviewed for eligibility for RDEC incentives.
In preparing the Directors' Report, the directors have complied with s414C (11) of the Companies Act 2006 by including certain disclosures required by s416(4) within the Strategic Report. These are financial risk management and future developments.
Existence of branches outside the UK
The company has a branch, as defined in section 1046(3) of the Companies Act 2006, Linaro Filial Sverige, which is situated in Sweden.
Going concern
At the time of signing these accounts, the reorganisation of the Linaro Limited business is reaching its final stages. The company's not for profit paid for Membership activities were wound down as planned during the first half of 2026. However, a new purpose has been found for Linaro Limited which is to act as a neutral platform to host a new free to join opensource initiative the ‘CoreCollective’ (https://corecollective .dev/about/) backed by Arm. Linaro Limited will therefore remain as a company limited by guarantee. As a neutral platform the company will have no cost base of its own and will only incur hosting costs to the extent these are funded by collaboration parties.
As also planned, the company‘s for-profit Services and Products trade assets and liabilities will be transferred, at their carrying amounts or arm’s length price, to a more appropriate commercial entity, a Limited Liability company with shareholders. This process has taken longer than anticipated, but Heads of Terms have now been agreed with an appropriate third party and the directors anticipate that this final part of the reorganisation process will be completed by the end of Q3 2026. The funding of the limited liability company is also in progress and due to be finalised in the same timescale to provide it with sufficient funds to settle the consideration for the transfer transaction agreement.
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LINARO LIMITED
(A Company Limited by Guarantee)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Going concern (continued)
The directors are confident that any remaining liabilities post reorganisation of Linaro Limited will be covered by residual assets, including the transfer transaction consideration, and so the going concern basis remains appropriate for the preparation of the financial statements. However, because the reorganisation process and funding of the limited liability company has not been completed at the time of signing these accounts, a material uncertainty exists due to these conditions that may cast significant doubt on the entity's ability to continue as a going concern.
At the time of signing these accounts, as of the 1 December 2025, the directors and other interested parties had agreed to a reorganisation of the Linaro business. The company's not for profit collaborative engineering Membership activities would stop, moving to a "statement of work" basis in the interim, with no membership. This would also trigger the business to undertake a process that would see Linaro' work force and professional services contracts be acquired by a new entity (through a net asset deal), one that is a limited liability legal entity, whilst Linaro limited will continue as a mutual trade organisation hosting community projects only. This is expected to complete by the end of FY26.
Effective 1 December 2025 the Core Members of Linaro, together with their representative directors resigned and control passed to Linaro Group Limited which became the sole member of the company. Also on 1 December 2025, Robert Booth, Linaro Limited's Chief Operating Officer was appointed to the Board of the company.
The auditor, Grant Thornton UK LLP will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LINARO LIMITED
We draw attention to note 2.4 in the financial statements, which indicates that the company’s activities are being reorganised. For-profit activities are to be transferred to a commercial entity and the payment of the consideration for this transfer is dependent upon the successful conclusion of funding arrangements in the new commercial entity. As stated in note 2.4, these events and conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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LINARO LIMITED
(A Company Limited by Guarantee)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LINARO LIMITED (CONTINUED)
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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LINARO LIMITED
(A Company Limited by Guarantee)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LINARO LIMITED (CONTINUED)
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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LINARO LIMITED
(A Company Limited by Guarantee)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LINARO LIMITED (CONTINUED)
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LINARO LIMITED
(A Company Limited by Guarantee)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LINARO LIMITED (CONTINUED)
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 an Auditor's Report 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.
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
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CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 13
CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss after tax of the parent company for the year was $503,225 (2024: loss $1,270,801 ).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Linaro Limited is a private company limited by guarantee, incorporated in England and Wales. Its registered number is 07180318, and its registered head office is located at Harston Mill, Harston, Cambridge, CB22 7GG.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Geographic analysis of turnover:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
12.Taxation (continued)
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
14.Tangible fixed assets (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
On 28 February 2023 Linaro Ltd acquired the Arm Forge HPC tools business for a deferred consideration of $4,000,000 payable in 5 equal annual instalments of $800,000 commencing 28 February 2024 with the second instalment having been paid on the 28 February 2025. Post balance sheet date, the third instalment was paid on the 24th February 2026.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Each core member's liability is limited to a maximum contribution of £1 in the event of a winding up of the company. The number of core members at 30 September 2025 was 4 (2024: 4).
The company's capital and reserves are as follows:
Accumulated funds
Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to $1,664,317 (2024: $1,511,531). Contributions totalling $76,287 (2024: $9,948) were payable to the fund at the balance sheet date and are included in creditors.
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 40