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Registered number: 02596261












WIND RIVER UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

WIND RIVER UK LIMITED

CONTENTS



Page
Company Information
 
1
Directors' Report
 
2
Directors' Responsibilities Statement
 
3
Independent Auditors' Report
 
4 - 7
Profit and Loss Account
 
8
Balance Sheet
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 22

 

WIND RIVER UK LIMITED
 
COMPANY INFORMATION


Directors
T Allen 
S B Lamb (appointed 5 February 2024) 
B J LeBlanc (resigned 5 February 2024) 




Company secretary
S B Lamb



Registered number
02596261



Registered office
Pure Offices
Kembrey Park

Swindon

Wiltshire

SN2 2BW




Independent auditors
Ernst & Young
Chartered Accountants & Statutory Auditor

City Quarter, Lapps Quay

Cork

Ireland

T12 KC5P




Bankers
Citibank UK
Citigroup Centre

33 Canada Square

London

E14 5LB




1 -

 

WIND RIVER UK LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year and up-to-date of signing the financial statements were:

T Allen 
S B Lamb (appointed 5 February 2024) 
B J LeBlanc (resigned 5 February 2024)

Company Secretary

The company secretaries who served during the year and up-to-date of signing the financial statements were:
 
Abogado Nominees Limited (resigned 25 March 2025)
S B Lamb (appointed 5 February 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Independent auditor

Ernst & Young, Chartered Accountants, will continue in office and a proposal for their reappointment will be made at the next AGM.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





T Allen
Director

Date: 30 May 2025
2 -

 

WIND RIVER UK LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ ("FRS 101"). 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 in accordance with FRS 101 and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in FRS 101 are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance;

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 to enable them to ensure that the financial statements  comply with the Companies Act 2006They 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.

Under applicable law and regulations, the directors are also responsible for preparing a director's report that comply with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of and other information included in Directors' Reports may differ from legislation in other jurisdictions.

 

T Allen
Director

Date: 30 May 2025

3 -

 

WIND RIVER UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion


We have audited the financial statements of Wind River UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 profit 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


4 -

 

WIND RIVER UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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.


5 -

 

WIND RIVER UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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 an Auditors' Report 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are FRS 101, Companies Act 2006, and United Kingdom direct and indirect tax regulations. In addition, the Company must comply with operational and employment laws and regulations including health and safety regulations, environmental regulations and GDPR. 
We understood how the Company is complying with those frameworks by making enquiries of management and senior finance personnel and gaining an understanding of the entity level controls of the Company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions. 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur through inquiry of management and senior finance personnel to understand where they considered there was susceptibility to fraud. We considered the procedures and controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud and gained an understanding as to how those procedures and controls are implemented and monitored. 
Where available we read minutes of meetings of those charged with governance.
We read financial statements disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations. 
We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness. We also audited the risk of improper revenue recognition through performing audit procedures around revenue cut-off.
We challenged judgements made by management. This included corroborating the inputs and considering contradictory evidence.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved reading board minutes to identify any non-compliance with laws and regulations and enquiries of management.


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 Auditors' Report.
6 -

 

WIND RIVER UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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 2006Our 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 Auditors' 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.





Caroline Desmond (Senior Statutory Auditor)
  
for and on behalf of Ernst & Young Chartered Accountants and Statutory Audit Firm
Cork, Ireland
 

 
Date: 
3 June 2025
7 -

 

WIND RIVER UK LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
7,485,107
7,466,326

Cost of sales
  
(206,172)
(716,968)

Gross profit
  
7,278,935
6,749,358

Administrative expenses
  
(6,963,647)
(6,528,521)

Other operating income
  
-
13,965

Operating profit
 5 
315,288
234,802

Interest receivable and similar income
 8 
86,526
5,975

Interest payable and similar expenses
 9 
(220,574)
(30,855)

Profit before taxation
  
181,240
209,922

Tax on profit
 10 
-
-

Profit for the financial year
  
181,240
209,922

There are no items of other comprehensive income for either the year or the prior period other than the profit for the year. As a result, no separate Statement of Other Comprehensive Income has been presented.

The notes on pages 11 to 22 form part of these financial statements.
8 -


 
REGISTERED NUMBER: 11933185
WIND RIVER UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets
 11 
28,106
39,331

Current assets
  

Debtors: amounts falling due within one year
 12 
5,627,283
2,786,693

Cash at bank and in hand
  
-
664,649

  
5,627,283
3,451,342

Creditors: amounts falling due within one year
 13 
(5,421,992)
(3,438,516)

Net current assets
  
 
 
205,291
 
 
12,826

Net assets
  
233,397
52,157


Capital and reserves
  

Called up share capital 
 14 
2
2

Share premium account
 15 
998
998

Other reserves
 15 
750,000
750,000

Profit and loss account
 15 
(517,603)
(698,843)

Total equity
  
233,397
52,157


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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T Allen
Director

Date: 30 May 2025

The notes on pages 11 to 22 form part of these financial statements.
9 -

 

WIND RIVER UK LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
2
998
750,000
(908,765)
(157,765)



Profit for the year
-
-
-
209,922
209,922



At 1 January 2024
2
998
750,000
(698,843)
52,157



Profit for the year
-
-
-
181,240
181,240


At 31 December 2024
2
998
750,000
(517,603)
233,397
10 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Wind River UK Limited ("the Company") is a private company limited by shares and is incorporated in England, United Kingdom. The registered office and principal place of business is Pure Offices, Kembrey Park, Swindon, Wiltshire, SN2 2BW.
The Company's principal activity is that of sales of computer software into original equipment manufacturers ("OEMs") and support of these OEMs as they use the technology to build mission critical devices for Aerospace, Defence, Industrial and Telecoms sectors. The Company is a wholly-owned subsidiary of Wind River Systems Inc. (collectively, the “Wind River Group”). The Company also supports the Wind River Group’s delivery of these services.
The financial statements are presented in Sterling (£) which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Material accounting policy information

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in compliance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

11 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policy information (continued)

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
the requirements of paragraph 88C and 88D of IAS 12 Income Taxes.

This information is included within the consolidated financial statements of Aptiv PLC as at 31 December 2024 and these financial statements may be obtained from https://ir.aptiv.com/.

  
2.3

Going concern

The financial statements have been prepared on a going concern basis. In reviewing the going concern basis, the directors have considered the strategic position the Company has within the Aptiv PLC group.
 
The directors are satisfied that the Company has adequate resources available to the Company, through the continued financial support of the Company’s ultimate parent undertaking. Aptiv PLC has indicated its intention to provide access to the group’s cash pool and its associated liquidity upon request.
 
Management will continue to analyse the potential impact of the volatile micro and macroeconomic conditions driven by the events on the group’s financial position and results of operations.
 
As part of the Aptiv PLC group, the Company continues to have access to the group’s cash pool and associated liquidity. As such, the directors have a reasonable expectation that the Company has access to adequate resources to continue in operational existence for the foreseeable future.

12 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policy information (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period-end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'administrative expenses'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

Revenue from products (perpetual software licences, time-based software licences and fees for standalone software) and production licences is generally recognised at a point in time when made available to the customer. 
Revenue from subscriptions to software licences (including post-contract support) and maintenance for software contracts are recognised on a rateable basis over the contract term. 
Revenue allocated to professional services and training services is recognised as the services are delivered to the customer. Professional services include design, consulting and deployment services. 
Where a customer contract contains more than one performance obligation, the consideration is allocated between the different elements on a relative fair value basis based on the Standalone Selling Price of each obligation. The revenue allocated to each element is recognised as outlined above.
 
13 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policy information (continued)


2.5
Revenue (continued)

From time to time, the Company enters into pricing agreements with its customers that provide for price reductions. In these instances, revenue is recognised based on the agreed-upon price at the time of delivery.
The Company is reimbursed for certain costs incurred in connection with the above services and for support to the group's delivery of the above services. The Company is reimbursed including a commission, and intercompany revenue is recognised as the costs are incurred.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

 
2.6

Interest receivable and similar income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Interest payable and similar expenses

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the scheme are held separately from those of the Company in independently administered fund.
14 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policy information (continued)

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Fixtures and fittings
-
5 - 7 years
Computer equipment
-
2 - 3 years

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.
Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.
Subsequent to initial recognition, tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment under the expected credit loss model. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
 
 
2.12

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

15 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policy information (continued)

  
2.13

Taxation

Corporation tax is provided on taxable profits at current rates. 
Deferred tax is recognised in respect of all timing differences between taxable profits and profit for the financial year that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that the directors consider that it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse based on tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that management believes to be reasonable under the circumstances. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Revenue recognition
Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately or together may require significant judgement. Judgement is required to determine whether a software licence is considered distinct and accounted for separately, or not distinct and accounted for together with the services and recognised over time.
Judgement is required to determine the Standalone Selling Price ("SSP") for each distinct performance obligation. The Company uses a range of amounts to estimate the SSP for items that are not sold separately. In instances where the SSP is not directly observable, the Company determines the SSP using information that may include other observable inputs or the residual approach. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer classes and circumstances. In these instances, the Company may use information such as the size and type of customer in determining the SSP.

16 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Maintenance
19,627
78,237

Subscription
175,743
714,292

Professional services and training
15,010
74,157

Intercompany revenue
7,001,619
6,422,514

Revenue commission
273,108
177,126

7,485,107
7,466,326


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
210,380
866,686

Rest of Europe
6,802,796
6,309,460

Rest of the world
471,931
290,180

7,485,107
7,466,326



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
21,946
20,809

Rentals arising from short leases
23,036
24,028

Audit fees
27,951
30,000

Foreign currency exchange losses
82,954
5,174

Defined contribution pension cost
204,408
207,978

17 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Sales
14
14



Technical
17
16



Administration
2
4

33
34


7.


Directors' remuneration

The directors did not receive remuneration during the financail year (2023: Nil).





8.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
86,526
5,975


9.


Interest payable and similar expenses

2024
2023
£
£


Bank charges
5,041
4,242

Loans from group undertakings
215,533
26,613

220,574
30,855


10.


Taxation


2024
2023
£
£



Total current tax
-
-
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WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
181,240
209,922


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
45,310
49,332

Effects of:


Permanent disallowables and non-taxable items
324
37,776

Relief from brought-forward losses
(25,007)
(86,970)

Adjustments in respect of previous periods
-
(138)

Temporary differences for which deferred tax not recognised
(20,627)
-

Total tax charge for the year
-
-

The Company has tax losses which arose in the UK of £3,113,647 (2023: losses of £3,150,514) that are available indefinitely for the offset against future taxable profits of the Company. Deferred tax assets have not been recognised in respect of these losses as there is uncertainty over the recoverability. At the balance sheet date the Company had an unrecognised deferred tax asset of £778,412 (2023: £787,628).


Factors affecting current and future tax charges

Changes to the UK corporation tax rates were substantvely enacted as part of the Finance Bill 2021 (on 24 May 2021). These include increases to the main rate to 25% effective 1 April 2023, This amendment was enacted under the Finance Act 2021, which obtained Royal Assent on 10 June 2021. As a result of this tax rate change, the measurement of deferred tax balances, if any, for 2024 was based on 25% of the gross timing difference.

19 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost


At 1 January 2024
4,138
99,813
103,951


Additions
-
10,721
10,721



At 31 December 2024

4,138
110,534
114,672



Depreciation


At 1 January 2024
4,138
60,482
64,620


Charge for the year
-
21,946
21,946



At 31 December 2024

4,138
82,428
86,566



Net book value



At 31 December 2024
-
28,106
28,106



At 31 December 2023
-
39,331
39,331


12.


Debtors

2024
2023
£
£


Trade debtors
354,546
237,889

Amounts owed by group undertakings
5,187,675
2,446,136

Other debtors
1,690
1,690

Prepayments and accrued income
83,372
100,978

5,627,283
2,786,693


Included in amounts owed by group undertakings is a balance of £1,944,129 (2023: £1,732,088) bearing interest at 2.1% plus Euro Interbank Offered Rate which is repayable on demand.
Also, included in amounts owed by group undertakings is a balance of £1,222,368 (2023: £nil) bearing interest at 0.8% plus Effective Federal Fund Rate which is repayable on demand.
The remaining balance of £2,021,178 (2023: £714,048) is interest free and also repayable on demand.

20 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
75,713
14,308

Amounts owed to group undertakings
4,533,999
2,203,396

Other taxation and social security
337,350
511,514

Accruals and deferred income
474,930
709,298

5,421,992
3,438,516


Included in amounts owed to group undertakings is a balance of £nil (2023: £1,703,603) bearing interest at 0.8% plus Effective Federal Fund Rate which is repayable on demand.
Also included in amounts owed to group undertakings is a balance of £4,365,614 (2023: £nil) bearing interest at 6.91% which is repayable on demand.
The remaining balance of £168,385 (2023: £499,793) is interest free and also repayable on demand.


14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023 - 2) Ordinary shares of £1.00 each
2
2

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



15.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

Other reserves are made up of a capital contribution by the Company's parent in 1997.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

21 -

 

WIND RIVER UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Pension commitments

The Company operates a defined contribution 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 £204,408 (2023: £207,978). Contributions totalling £nil (2023: £35,927) were payable to the fund at the balance sheet date and are included in creditors.


17.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
18,780
25,164


18.


Related party transactions

As permitted by FRS 101, the Company has taken advantage of the exemption contained in IAS 24 Related Party Disclosures to not disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.


19.


Controlling party

The immediate parent undertaking is Wind River Systems Inc., a company incorporated in Delaware USA. 
The ultimate parent undertaking and for which group financial statements are drawn up and of which the Company is a member is Aptiv PLC, whose registered office is at St. Heller, Schaffhausen Branch, Spitalstrasse 5, 8200 Schaffhausen, Switzerland. Copies of the group financial statements are available to the public from https://www.aptiv.com /en/legal-compliance /annual-reports.


20.


Events after the reporting date

There were no significant events impacting the Company since the year end that require adjustment to or disclosure in the financial statements.

 
22 -