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Registered number: 02596261 WIND RIVER UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
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 (resigned 8 June 2026)
| S B Lamb (removed 8 June 2026)
| R M Conama (appointed 8 June 2026)
| P Conlon (appointed 8 June 2026)
Company secretary | S B Lamb (removed 8 June 2026) M Heung (appointed 8 June 2026)
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 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors
The directors who served during the year and up to the date of signing the financial statements were:
T Allen (resigned 8 June 2026)
S B Lamb (removed 8 June 2026)
R M Conama (appointed 8 June 2026) P Conlon (appointed 8 June 2026) Company Secretaries The Company secretaries who served during the year and up to the date of signing the financial statements were: S B Lamb (removed 8 June 2026) M Heung (appointed 8 June 2026)
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.
P Conlon Director
Date: 1 July 2026
- 2 -
WIND RIVER UK LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 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 2006. They 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 Directors' 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. P Conlon Director Date: - 3 -
WIND RIVER UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025
Opinion
We have audited the financial statements of Wind River UK Limited (the 'Company') for the year ended 31 December 2025, 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 policies. The 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 2025 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 Report. Our 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 2025
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 2025
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 irregularities, 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 non-compliance 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 2025
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 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) Ernst & Young Chartered Accountants Statutory Auditor City Quarter, Lapps Quay Cork Ireland T12 KC5P Date: 1 July 2026 - 7 -
WIND RIVER UK LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 7,652,946 | 7,485,107
Cost of sales |  | - | (206,172)
Gross profit |  | 7,652,946 | 7,278,935
Administrative expenses |  | (7,211,969) | (6,963,647)
Operating profit | 5 | 440,977 | 315,288
Interest receivable and similar income | 8 | 71,413 | 86,526
Interest payable and similar expenses | 9 | (205,743) | (220,574)
Profit before taxation |  | 306,647 | 181,240
Tax on profit | 10 | - | -
Profit for the financial year |  | 306,647 | 181,240
There are no items of other comprehensive income for either the year or the prior year 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: 02596261
WIND RIVER UK LIMITED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 103,753 |  | 28,106
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 2,631,200 |  | 5,627,283 |
Creditors: amounts falling due within one year | 13 | (2,194,909) |  | (5,421,992) |
Net current assets |  |  | 436,291 |  | 205,291
Net assets |  |  | 540,044 |  | 233,397
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 |  | (210,956) |  | (517,603)
Total equity |  |  | 540,044 |  | 233,397
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:
P Conlon
Director
Date: 1 July 2026
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 2025
| Called up share capital | Share premium account | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 2 | 998 | 750,000 | (698,843) | 52,157
Profit for the year | - | - | - | 181,240 | 181,240
At 1 January 2025 | 2 | 998 | 750,000 | (517,603) | 233,397
Profit for the year | - | - | - | 306,647 | 306,647
At 31 December 2025 | 2 | 998 | 750,000 | (210,956) | 540,044
- 10 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
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 2025 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 2025 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 for a period of at least 12 months from the date of issuance of the 2025 financial statements. 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 2025 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. Revenue from fixed-price professional service contracts is recognized over time as performance obligations are satisfied. Progress is measured using an input method, and revenue is recognized on a percentage of completion basis reflecting the stage of completion at the reporting date. 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 2025 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. Contract assets are primarily comprised of unbilled receivables, which consist of amounts related to the company’s unconditional right to consideration for completed performance obligations that have not been invoiced.
| 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 2025 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. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 5 - 7 years
|  |  |  | 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 | 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 2025 2.Material accounting policy information (continued)
| 2.12 | Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. - 16 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
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.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Maintenance | - | 19,627
| Subscription | 251,458 | 175,743
| Professional services and training | - | 15,010
| Intercompany revenue | 7,110,190 | 7,001,619
| Revenue commission | 291,298 | 273,108
|  | 7,652,946 | 7,485,107
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 251,458 | 210,380
| Rest of Europe | 3,244,755 | 6,802,796
| Rest of the world | 4,156,733 | 471,931
|  | 7,652,946 | 7,485,107
- 17 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 22,882 | 21,946
| Rentals arising from short leases | 19,091 | 23,036
| Audit fees | 24,761 | 27,951
| Exchange differences | (1,299) | 82,954
| Defined contribution pension cost | 215,622 | 204,408
6. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Sales | 15 | 14
|  | Technical | 16 | 17
|  | Administration | 1 | 2
|  |  | 32 | 33
7. | Directors' remuneration
| The directors did not receive remuneration during the financial year (2024: Nil). The directors’ time is deemed inconsequential to the Company and as such their remuneration has not been disclosed.
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 71,413 | 86,526
- 18 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank charges | 4,508 | 5,041
| Loans from group undertakings | 201,235 | 215,533
|  | 205,743 | 220,574
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 306,647 | 181,240
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | 76,662 | 45,310
| Effects of: |  |
| Permanent disallowables and non-taxable items | 875 | 324
| Relief from brought-forward losses | (17,491) | (25,007)
| Temporary differences for which deferred tax not recognised | (60,046) | (20,627)
| Total tax charge for the year | - | -
| The Company has tax losses which arose in the UK of £2,839,129 (2024: losses of £3,113,647) 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 £709,783 (2024: £778,412).
- 19 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
|  | Plant and machinery | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | - | 4,138 | 110,534 | 114,672
| Additions | 70,000 | - | 28,529 | 98,529
| At 31 December 2025 | 70,000 | 4,138 | 139,063 | 213,201
| Depreciation |  |  |  |
| At 1 January 2025 | - | 4,138 | 82,428 | 86,566
| Charge for the year | - | - | 22,882 | 22,882
| At 31 December 2025 | - | 4,138 | 105,310 | 109,448
| Net book value |  |  |  |
| At 31 December 2025 | 70,000 | - | 33,753 | 103,753
| At 31 December 2024 | - | - | 28,106 | 28,106
12. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 354,546
| Amounts owed by group undertakings | 2,127,485 | 5,187,675
| Other debtors | 1,217 | 1,690
| Prepayments and accrued income | 251,040 | 83,372
| Contract assets | 251,458 | -
|  | 2,631,200 | 5,627,283
| Included in amounts owed by group undertakings is a balance of £Nil (2024: £1,944,129) 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 £Nil (2024: £1,222,368) bearing interest at 0.8% plus Effective Federal Fund Rate which is repayable on demand. The remaining balance of £2,127,485 (2024: £2,021,178) is interest free and also repayable on demand.
- 20 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 69,094 | 75,713
| Amounts owed to group undertakings | 1,300,879 | 4,533,999
| Other taxation and social security | 312,146 | 337,350
| Accruals and deferred income | 512,790 | 474,930
|  | 2,194,909 | 5,421,992
| Included in amounts owed to group undertakings is a balance of £1,300,879 (2024: £4,365,614) bearing interest at 6.91% which is repayable on demand. The remaining balance of £Nil (2024: £168,385) is interest free and also repayable on demand.
14. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2 (2024 -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.
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 £215,622 (2024: £204,408). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the balance sheet date and are included in creditors. - 21 -
WIND RIVER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 19,713 | 18,780
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 APTIV PLC, Saint Helier, Jersey. 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 -
WIND RIVER UK LIMITED DETAILED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025 These pages do not form part of the financial statements
WIND RIVER UK LIMITED DETAILED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Turnover | 7,652,946 | 7,485,107
Cost of sales | - | (206,172)
Gross profit | 7,652,946 | 7,278,935
Less: overheads |  |
Administrative expenses | (7,211,969) | (6,963,647)
Operating profit | 440,977 | 315,288
Interest receivable and similar income | 71,413 | 86,526
Interest payable and similar expenses | (205,743) | (220,574)
Profit before taxation | 306,647 | 181,240
Page 24
WIND RIVER UK LIMITED SCHEDULE TO THE DETAILED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Turnover |  |
Sales - UK | 251,458 | 210,380
Sales - Rest of Europe | 3,244,755 | 6,802,796
Sales - Rest of the world | 4,156,733 | 471,931
| 7,652,946 | 7,485,107
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Cost of sales |  |
Intercompany cost of sales | - | 206,172
Page 25
WIND RIVER UK LIMITED SCHEDULE TO THE DETAILED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Administrative expenses |  |
Staff salaries | 4,139,112 | 4,296,068
Staff national insurance | 606,389 | 588,911
Staff pension costs - defined contribution schemes | 215,622 | 204,408
Staff training | 11,627 | 47,102
Staff welfare | 202,564 | 419,920
Motor running costs | 112 | 731
Entertainment | 2,016 | 1,295
Hotels, travel and subsistence | 283,643 | 139,322
Consultancy | 1,201,507 | 685,981
Printing and stationery | 813 | 1,491
Postage | 1,693 | 2,240
Telephone | 37,868 | 34,869
Computer costs | 4,336 | 1,402
Advertising and promotion | 170,296 | 120,641
Trade subscriptions | 14,769 | 4,588
Charity donations | - | 250
Legal and professional | 123,979 | 27,898
Auditors' remuneration | 35,038 | 27,951
Difference on foreign exchange | (1,299) | 82,954
Sundry expenses | 115,251 | 224,808
Rent | 19,091 | 23,036
Light and heat | 308 | 438
Cleaning | 387 | 247
Repairs and maintenance | - | 535
Sundry establishment expenses | 3,965 | 4,615
Depreciation | 22,882 | 21,946
| 7,211,969 | 6,963,647
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Interest receivable and similar income |  |
Group interest receivable | 71,413 | 86,526
Page 26
WIND RIVER UK LIMITED SCHEDULE TO THE DETAILED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Interest payable and similar expenses |  |
Bank loan interest payable | 4,508 | 5,041
Group interest payable | 201,235 | 215,533
| 205,743 | 220,574
Page 27