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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
CONTENTS
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WIND RIVER UK LIMITED
COMPANY INFORMATION
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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.
The directors who served during the year and up to the date of signing the financial statements were:
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)
Ernst & Young, Chartered Accountants, will continue in office and a proposal for their reappointment will be made at the next AGM.
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.
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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:
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WIND RIVER UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
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).
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.
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.
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.
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WIND RIVER UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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WIND RIVER UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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WIND RIVER UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIND RIVER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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
Ireland
T12 KC5P
Date:
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WIND RIVER UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 22 form part of these financial statements.
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WIND RIVER UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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:
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
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/.
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
Functional and presentation currency
Transactions and balances
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
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:
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Analysis of turnover by country of destination:
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Other reserves
Profit and loss account
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.
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WIND RIVER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent undertaking is
The ultimate parent undertaking and for which group financial statements are drawn up and of which the Company is a member is
There were no significant events impacting the Company since the year end that require adjustment to or disclosure in the financial statements.
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WIND RIVER UK LIMITED
DETAILED ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
These pages do not form part of the financial statements
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WIND RIVER UK LIMITED
DETAILED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
SCHEDULE TO THE DETAILED ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
SCHEDULE TO THE DETAILED ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WIND RIVER UK LIMITED
SCHEDULE TO THE DETAILED ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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