ACCOUNTS - Final Accounts

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

BARRACUDA NETWORKS LIMITED - Company Information

Caseware UK (AP4) 2021.0.152 2021.0.152 2022-02-282022-02-28153false1382021-03-01falseSales and marketing on behalf of the parent entityfalse 05145504 2021-03-01 2022-02-28 05145504 2020-03-01 2021-02-28 05145504 2022-02-28 05145504 2021-02-28 05145504 2020-03-01 05145504 1 2021-03-01 2022-02-28 05145504 1 2020-03-01 2021-02-28 05145504 2 2021-03-01 2022-02-28 05145504 2 2020-03-01 2021-02-28 05145504 5 2021-03-01 2022-02-28 05145504 5 2020-03-01 2021-02-28 05145504 d:Director1 2021-03-01 2022-02-28 05145504 d:RegisteredOffice 2021-03-01 2022-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2021-03-01 2022-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2022-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2021-02-28 05145504 e:PlantMachinery 2021-03-01 2022-02-28 05145504 e:PlantMachinery 2022-02-28 05145504 e:PlantMachinery 2021-02-28 05145504 e:PlantMachinery e:OwnedOrFreeholdAssets 2021-03-01 2022-02-28 05145504 e:MotorVehicles 2021-03-01 2022-02-28 05145504 e:FurnitureFittings 2021-03-01 2022-02-28 05145504 e:FurnitureFittings 2022-02-28 05145504 e:FurnitureFittings 2021-02-28 05145504 e:FurnitureFittings e:OwnedOrFreeholdAssets 2021-03-01 2022-02-28 05145504 e:ComputerEquipment 2021-03-01 2022-02-28 05145504 e:ComputerEquipment 2022-02-28 05145504 e:ComputerEquipment 2021-02-28 05145504 e:ComputerEquipment e:OwnedOrFreeholdAssets 2021-03-01 2022-02-28 05145504 e:OwnedOrFreeholdAssets 2021-03-01 2022-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar 2022-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar 2021-02-28 05145504 e:Goodwill 2021-03-01 2022-02-28 05145504 e:Goodwill 2022-02-28 05145504 e:Goodwill 2021-02-28 05145504 e:CurrentFinancialInstruments 2022-02-28 05145504 e:CurrentFinancialInstruments 2021-02-28 05145504 e:Non-currentFinancialInstruments 2022-02-28 05145504 e:Non-currentFinancialInstruments 2021-02-28 05145504 e:CurrentFinancialInstruments e:WithinOneYear 2022-02-28 05145504 e:CurrentFinancialInstruments e:WithinOneYear 2021-02-28 05145504 e:Non-currentFinancialInstruments e:AfterOneYear 2022-02-28 05145504 e:Non-currentFinancialInstruments e:AfterOneYear 2021-02-28 05145504 e:ReportableOperatingSegment1 2021-03-01 2022-02-28 05145504 e:ReportableOperatingSegment1 2020-03-01 2021-02-28 05145504 e:UKTax 2021-03-01 2022-02-28 05145504 e:UKTax 2020-03-01 2021-02-28 05145504 e:ShareCapital 2021-03-01 2022-02-28 05145504 e:ShareCapital 2022-02-28 05145504 e:ShareCapital 2020-03-01 2021-02-28 05145504 e:ShareCapital 2021-02-28 05145504 e:ShareCapital 2020-03-01 05145504 e:OtherMiscellaneousReserve 2021-03-01 2022-02-28 05145504 e:OtherMiscellaneousReserve 2022-02-28 05145504 e:OtherMiscellaneousReserve 2 2021-03-01 2022-02-28 05145504 e:OtherMiscellaneousReserve 2020-03-01 2021-02-28 05145504 e:OtherMiscellaneousReserve 2021-02-28 05145504 e:OtherMiscellaneousReserve 2020-03-01 05145504 e:OtherMiscellaneousReserve 2 2020-03-01 2021-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2021-03-01 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2 2021-03-01 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2020-03-01 2021-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2021-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2020-03-01 05145504 e:RetainedEarningsAccumulatedLosses 2 2020-03-01 2021-02-28 05145504 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-02-28 05145504 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2021-02-28 05145504 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2022-02-28 05145504 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2021-02-28 05145504 e:AcceleratedTaxDepreciationDeferredTax 2022-02-28 05145504 e:AcceleratedTaxDepreciationDeferredTax 2021-02-28 05145504 e:TaxLossesCarry-forwardsDeferredTax 2022-02-28 05145504 e:TaxLossesCarry-forwardsDeferredTax 2021-02-28 05145504 d:OrdinaryShareClass1 2021-03-01 2022-02-28 05145504 d:OrdinaryShareClass1 2022-02-28 05145504 d:OrdinaryShareClass1 2021-02-28 05145504 d:FRS102 2021-03-01 2022-02-28 05145504 d:Audited 2021-03-01 2022-02-28 05145504 d:FullAccounts 2021-03-01 2022-02-28 05145504 d:PrivateLimitedCompanyLtd 2021-03-01 2022-02-28 05145504 e:WithinOneYear 2022-02-28 05145504 e:WithinOneYear 2021-02-28 05145504 e:BetweenOneFiveYears 2022-02-28 05145504 e:BetweenOneFiveYears 2021-02-28 05145504 e:MoreThanFiveYears 2022-02-28 05145504 e:MoreThanFiveYears 2021-02-28 05145504 2 2021-03-01 2022-02-28 05145504 7 2021-03-01 2022-02-28 05145504 e:Goodwill e:OwnedIntangibleAssets 2021-03-01 2022-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar e:OwnedIntangibleAssets 2021-03-01 2022-02-28 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 05145504

BARRACUDA NETWORKS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

BARRACUDA NETWORKS LIMITED

COMPANY INFORMATION

Director	D C Honda


Registered number	05145504


Registered office	25 Canada Square
	Level 37
	London
	E14 5LQ


Independent auditor	Nortons Assurance Limited
	Chartered Accountants and Statutory Auditor
	NOW Building
	Thames Valley Park
	Reading
	Berkshire
	RG6 1RB

BARRACUDA NETWORKS LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Director's Report	3 - 4
Independent Auditor's Report	5 - 8
Profit and Loss Account	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Analysis of Net Debt	13
Notes to the Financial Statements	14 - 27

BARRACUDA NETWORKS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2022

Introduction

The director presents the strategic report for the year ended 28 February 2022.
The principal activity of Barracuda Networks Limited ("the Company") during the year was providing sales support and marketing to Barracuda Networks, Inc. within the UK.
The Company continued to focus on small and medium sized end customers. The Company's customers included both new and existing customers (including subscription renewals and the sale of additional products to existing customers).

Business review

The Company is measured on cost plus and royalty revenue which increased from £17,236,804 to £20,597,631 in the year ended 28 February 2022. There was a profit before tax for the year of £738,181 compared to a loss of £751,316 in the year ended 28 February 2021.
On 12 February 2018 the Company's parent company (Barracuda Networks, Inc.) was acquired by Thoma Bravo. In accordance with the terms of the purchase agreement, (all of the unvested employee stock options and RSUs were cancelled), vesting of unvested awards accelerated, and all vested (both previously vested and accelerated vested) grants are to be settled in cash. The impact of this on the Company during the period since then is that a contingent cash liability is recognised for cash to be paid out in lieu of shares on the dates the equity would have originally vested. The contingent cash liability has been partially released throughout the year and is included within accruals and deferred income due within 1 year. This is included within note 15.
There were no other significant changes in the year to account balances or the nature of operations.

Principal risks and uncertainties

The Company receives a guaranteed return for services provided to Barracuda Networks, Inc. and is therefore insulated from market, credit, inventory, product liability/warranty and foreign exchange risks.
The principal risks of Barracuda's group are demands for Barracuda products in the UK, the ability of the Company's distribution channel to continue to sell Barracuda products, and the health of the UK and global economy. Barracuda Networks, Inc. monitors these risks and has established procedures to manage and mitigate these risks through quarterly business reviews and ongoing metrics tracking expenses and sales in the UK.

Key performance indicators

Management measure performance on the basis of revenue achieved in the year and profit / loss for the year as referred to in the Business review and as such these are deemed to be the key performance indicators of the business. Given the low-complexity nature of operations and the fact that the Company essentially serves as a sales support and marketing company to its parent company; Barracuda Networks, Inc. within the UK, management do not consider there to be any other relevant key performance indicator (KPIs).

Page 1

BARRACUDA NETWORKS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2022

Future plans and developments

The nature of operations and general business activity is expected to remain unchanged for the foreseeable future. The director aims to maintain the management policies of the past period. There are no known factors which are expected to have a significant impact on the Company going forward.

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

................................................

D C Honda

Director

Date: 27 February 2023

Page 2

BARRACUDA NETWORKS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2022

The director presents her report and the financial statements for the year ended 28 February 2022.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless she is 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 director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.

Results and dividends

The profit for the year, after taxation, amounted to £490,004 (2021 - £798849).

No dividends will be distributed for the year ended 28 February 2022 (2021 - nil).

Director

The director who served during the year was:

D C Honda

Future developments

Please refer to page 1 of the Strategic Report.

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.

Page 3

BARRACUDA NETWORKS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2022

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as she is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙she has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

................................................

D C Honda

Director

Date: 27 February 2023

Page 4

BARRACUDA NETWORKS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BARRACUDA NETWORKS LIMITED

Opinion

We have audited the financial statements of Barracuda Networks Limited (the 'Company') for the year ended 28 February 2022, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 28 February 2022 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 Auditor's 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Page 5

BARRACUDA NETWORKS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BARRACUDA NETWORKS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is 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.

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 Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Director's Report have 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 Strategic Report or the Director's 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 director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 6

BARRACUDA NETWORKS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BARRACUDA NETWORKS LIMITED (CONTINUED)

Auditor's 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 Auditor's 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. 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 frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
• We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

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 Auditor's Report.

Page 7

BARRACUDA NETWORKS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BARRACUDA NETWORKS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Anthony Campbell (Senior Statutory Auditor)

for and on behalf of

Nortons Assurance Limited

Chartered Accountants and Statutory Auditor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB

28 February 2023

Page 8

BARRACUDA NETWORKS LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 28 FEBRUARY 2022

	2022	2021
Note	£	£


Turnover	4	20,597,631	17,236,804
Administrative expenses		(19,859,592)	(17,989,017)
Operating profit/(loss)	5	738,039	(752,213)
Interest receivable and similar income	8	142	897
Profit/(loss) before tax		738,181	(751,316)
Tax on profit/(loss)	9	(230,998)	(47,533)
Profit/(loss) for the financial year		507,183	(798,849)

The notes on pages 14 to 27 form part of these financial statements.

Page 9

BARRACUDA NETWORKS LIMITED

REGISTERED NUMBER: 05145504

BALANCE SHEET

AS AT 28 FEBRUARY 2022

		2022		2021
Note		£		£

Fixed assets
Intangible assets	10		249,385		500,122
Tangible assets	11		927,697		1,030,873
			1,177,082		1,530,995
Current assets
Debtors: amounts falling due within one year	12	1,813,770		1,623,603
Cash at bank and in hand	13	2,367,669		1,053,620
		4,181,439		2,677,223
Creditors: amounts falling due within one year	14	(2,704,564)		(2,517,837)
Net current assets			1,476,875		159,386
Total assets less current liabilities			2,653,957		1,690,381
Creditors: amounts falling due after more than one year	15		(564,503)		(490,302)
Provisions for liabilities
Deferred tax			(168,384)		(124,134)
Net assets			1,921,070		1,075,945

Capital and reserves
Called up share capital	18	1,418,060	1,418,060
Other reserves	19	820,398	482,456
Profit and loss account	19	(317,388)	(824,571)
		1,921,070	1,075,945

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

................................................

D C Honda

Director

Date: 27 February 2023

The notes on pages 14 to 27 form part of these financial statements.

Page 10

BARRACUDA NETWORKS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2022

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 March 2020	1,418,060	(122,411)	(25,722)	1,269,927
Comprehensive income for the year
Loss for the year	-	-	(798,849)	(798,849)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(798,849)	(798,849)
Contributions by and distributions to owners
Contingent cash	-	604,867	-	604,867
Total transactions with owners	-	604,867	-	604,867

At 1 March 2021	1,418,060	482,456	(824,571)	1,075,945
Comprehensive income for the year
Profit for the year	-	-	507,183	507,183
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	507,183	507,183
Contributions by and distributions to owners
Contingent cash	-	337,942	-	337,942
Total transactions with owners	-	337,942	-	337,942
At 28 February 2022	1,418,060	820,398	(317,388)	1,921,070

The notes on pages 14 to 27 form part of these financial statements.

Page 11

BARRACUDA NETWORKS LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 28 FEBRUARY 2022

			2022	2021
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	507,183	(798,849)
Adjustments for:
Amortisation of intangible assets	250,737	465,068
Depreciation of tangible assets	218,512	205,025
Impairments of fixed assets	-	494,884
Loss on disposal of tangible assets	5,343	(6,045)
Interest received	(142)	(897)
Taxation charge	230,998	47,533
Decrease in debtors	45,308	529,328
(Increase)/decrease in amounts owed by groups	(281,743)	6,838
Increase/(decrease) in creditors	330,853	(74,936)
(Decrease) in amounts owed to groups	(91,405)	(869,599)
Corporation tax (paid)	(119,000)	(23,001)
Contingent cash	337,942	604,867
Net cash generated from operating activities	1,434,586	580,216

Cash flows from investing activities
Purchase of tangible fixed assets	(120,679)	(386,188)
Sale of tangible fixed assets	-	9,752
Interest received	142	897
Net cash from investing activities	(120,537)	(375,539)

Net increase in cash and cash equivalents	1,314,049	204,677
Cash and cash equivalents at beginning of year	1,053,620	848,943
Cash and cash equivalents at the end of year	2,367,669	1,053,620

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,367,669	1,053,620
	2,367,669	1,053,620

The notes on pages 14 to 27 form part of these financial statements.

Page 12

BARRACUDA NETWORKS LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 28 FEBRUARY 2022


At 1 March 2021	Cash flows	At 28 February 2022
£	£	£

Cash at bank and in hand	1,053,620	1,314,049	2,367,669
	1,053,620	1,314,049	2,367,669

The notes on pages 14 to 27 form part of these financial statements.

Page 13

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

1.	General information

Barracuda Networks Limited (the "Company") is a s a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on the Company Information page.
The principal activity of the Company in the year under review was that of sales support and marketing for the parent company, Barracuda Networks Inc.

2.Accounting policies

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 accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 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 company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• The requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Barracuda Networks Inc. as at the 28 February 2022.

The following principal accounting policies have been applied:

2.2

Going concern

The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus she continues to adopt the going concern basis of accounting in preparing the annual financial statements. The company is expected to continue to receive support from Barracuda Networks Inc. in order to meet its liabilities as they fall due. The global pandemic, COVID-19, may have an impact on the company in the future. The full impact of the pandemic is unknown.

Page 14

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and is rounded to the nearest whole £.

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.

2.4

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. The following criteria must also be met before revenue is recognised:

Turnover substantially represents amounts charged under a sales and marketing agreement, excluding corporation tax and is recognised when costs are incurred. There is also other income which relates to royalties arising from the use of the Company's intellectual property by the Barracuda group.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

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

2.7

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 plan are held separately from the Company in independently administered funds.

Page 15

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

2.Accounting policies (continued)

2.8

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 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.

Page 16

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and Loss Account over its useful economic life.

Patents

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.11

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:

Leasehold improvements	-	Lesser of the useful life of the asset, generally 5 years, or remaining lease term
Plant and machinery	-	3 years
Motor vehicles	-	3 years
Fixtures and fittings	-	3 years
Computer equipment	-	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.

Page 17

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

2.Accounting policies (continued)

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. 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.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 18

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

2.Accounting policies (continued)

2.18

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. Due to the nature of the business of Barracuda Networks Limited, the director deems there to be no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements.

	Intercompany revenue (cost plus and royalties)	20,597,631	17,236,804

All turnover arose within the rest of the world.

Depreciation of tangible fixed assets	217,918	205,025
Amortisation of intangible fixed assets	250,737	465,068
Impairment of intangible fixed assets	-	494,884
Exchange differences	10,390	22,806
Other operating lease rentals	511,609	673,687

Page 19

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

6.	Auditor's remuneration
		2022	2021
		£	£

Fees payable to the Company's auditor for the audit of the Company's financial statements

14,600

13,950

Wages and salaries	12,554,329	10,432,666
Social security costs	1,739,532	1,415,856
Cost of defined contribution scheme	380,403	324,903
	14,674,264	12,173,425

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

	2022	2021
	No.	No.

Director	1	1
COGS	17	16
Research & development	16	17
Sales & operations	100	88
Marketing	11	11
G&A	8	5

	153	138

8.	Interest receivable
		2022	2021
		£	£

Other interest receivable

142

897

Page 20

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

Corporation tax
Current tax on profits for the year	206,774	39,707
Adjustments in respect of previous periods	(20,025)	(36,745)

Total current tax	186,749	2,962

Deferred tax
Origination and reversal of timing differences	44,249	44,571
Total deferred tax	44,249	44,571


	Taxation on profit on ordinary activities	230,998	47,533

Profit/(loss) on ordinary activities before tax

738,181

(751,316)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	140,254	(142,750)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	49,983	104,899
Capital allowances for year in excess of depreciation	19,056	(16,313)
Non-tax deductible for amortisation of goodwill and impairment	-	94,065
Other timing differences leading to an increase (decrease) in taxation	2,704	(193)
Other tax charge (relief) on exceptional items	44,249	44,571
Corporation tax rate changes	(5,222)	-
Prior year under provision	(20,026)	(36,746)
Total tax charge for the year	230,998	47,533

Page 21

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

9.Taxation (continued)

Factors that may affect future tax charges

The profits for the year ended 28 February 2022 and 28 February 2021 are taxed at 19% and 19% respectively.
Following the 2021 Budget announcement, the rate of corporation tax will be increased from 19% to 25%
from 1 April 2023. Accordingly, profits earned in future periods will be taxed at 25% rather than 19% and
any deferred tax assets or liabilities will be revalued reflecting the latest enacted rate.

10.	Intangible assets

	Patents	Goodwill	Total
	£	£	£
Cost
At 1 March 2021	1,944,072	2,905,345	4,849,417
At 28 February 2022	1,944,072	2,905,345	4,849,417
Amortisation
At 1 March 2021	1,917,115	2,432,180	4,349,295
Charge for the year on owned assets	19,077	231,660	250,737
At 28 February 2022	1,936,192	2,663,840	4,600,032
Net book value
At 28 February 2022	7,880	241,505	249,385
At 28 February 2021	26,957	473,165	500,122

Page 22

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

11.	Tangible fixed assets

	Leasehold improve- ments	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 March 2021	952,079	21,371	70,671	337,146	1,381,267
Additions	21,966	1,249	3,221	94,243	120,679
Disposals	(5,937)	(9,086)	-	-	(15,023)
At 28 February 2022	968,108	13,534	73,892	431,389	1,486,923
Depreciation
At 1 March 2021	99,843	13,392	60,110	177,049	350,394
Charge for the year on owned assets	97,505	4,303	5,430	111,274	218,512
Disposals	(594)	(9,086)	-	-	(9,680)
At 28 February 2022	196,754	8,609	65,540	288,323	559,226
Net book value
At 28 February 2022	771,354	4,925	8,352	143,066	927,697
At 28 February 2021	852,236	7,979	10,561	160,097	1,030,873

12.

Debtors

					2022	2021
					£	£


Amounts owed by group undertakings	300,791	19,048
Other debtors	559,787	754,081
Prepayments and accrued income	953,192	804,206
Tax recoverable	-	46,268
	1,813,770	1,623,603

Page 23

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

13.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	2,367,669	1,053,620

14.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Trade creditors	180,603	260,604
Amounts owed to group undertakings	25,884	117,289
Corporation tax	21,480	-
Other taxation and social security	510,740	341,077
Other creditors	65,929	57,637
Accruals and deferred income	1,899,928	1,741,230
	2,704,564	2,517,837

15.	Creditors: Amounts falling due after more than one year
		2022	2021
		£	£

	Other creditors	564,503	490,302

Page 24

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

16.	Financial instruments
		2022	2021
		£	£

Financial assets
Financial assets measured at fair value through profit or loss	2,367,669	1,053,620
Financial assets that are debt instruments measured at amortised cost	640,609	361,333
	3,008,278	1,414,953

	Financial liabilities
	Financial liabilities measured at amortised cost	(2,736,847)	(2,666,875)

	Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.
	Financial assets that are debt instruments measured at amortised cost comprise of other debtors and prepayments.
	Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals and amounts owed to group companies.

17.	Deferred taxation

	2022	2021
	£	£

At beginning of year	(124,134)	(79,563)
Charged to profit or loss	(44,250)	(44,571)
At end of year	(168,384)	(124,134)

The provision for deferred taxation is made up as follows:
	2022	2021
	£	£

Capital allowances in excess of depreciation	(188,735)	(142,733)
Other	20,351	18,599
	(168,384)	(124,134)

Page 25

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

18.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

1,418,060 (2021 - 1,418,060) Ordinary shares of £1.00 each	1,418,060	1,418,060

19.

Reserves

Other reserves

Capital contribution - The bought forward balance represents the write-off of the intercompany loan with 3SP Limited in the year ended 28 February 2017. There are no movements to the capital contribution reserve in the year ended 28 February 2022.
Contingent cash - The movement in the year represents the cash to be paid out in lieu of shares on the dates the equity would have originally vested, as a result of the acquisition by Thoma Bravo and subsequent termination of the share based payment schemes.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

20.	Pension commitments

The Company operated 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 £380,403 (2021 - £324,903). Contributions totalling £49,084 (2021 - £36,143) were payable to the fund at the balance sheet date and are included in accruals.

Not later than 1 year	542,364	385,805
Later than 1 year and not later than 5 years	2,095,787	2,065,454
Later than 5 years	1,460,869	1,977,232
	4,099,020	4,428,491

Page 26

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

22.	Controlling party

Barracuda parent, LLC (incorporated in Delaware, United States of America) is the company's ultimate parent company.
The smallest group in which Barracuda Networks Limited has been consolidated is Barracuda Networks Inc. and the largest group is Barracuda parent, LLC.
The ultimate controlling parties are Thoma Bravo Fund XII, L.P. and Thoma Bravo Fund XII-A, L.P. by virtue of a controlling ownership of 50.4% and 44.6% respectively in Barracuda Parent, LLC.

Page 27