ACCOUNTS - Final Accounts

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

BARRACUDA NETWORKS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2023-02-282023-02-28false189false2022-03-01Sales and marketing on behalf of the parent entity153false 05145504 2022-03-01 2023-02-28 05145504 2021-03-01 2022-02-28 05145504 2023-02-28 05145504 2022-02-28 05145504 2021-03-01 05145504 1 2022-03-01 2023-02-28 05145504 1 2021-03-01 2022-02-28 05145504 2 2021-03-01 2022-02-28 05145504 5 2022-03-01 2023-02-28 05145504 5 2021-03-01 2022-02-28 05145504 6 2022-03-01 2023-02-28 05145504 6 2021-03-01 2022-02-28 05145504 d:Director1 2022-03-01 2023-02-28 05145504 d:Director2 2022-03-01 2023-02-28 05145504 d:Director3 2022-03-01 2023-02-28 05145504 d:RegisteredOffice 2022-03-01 2023-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2022-03-01 2023-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2023-02-28 05145504 e:Buildings e:LongLeaseholdAssets 2022-02-28 05145504 e:PlantMachinery 2022-03-01 2023-02-28 05145504 e:PlantMachinery 2023-02-28 05145504 e:PlantMachinery 2022-02-28 05145504 e:PlantMachinery e:OwnedOrFreeholdAssets 2022-03-01 2023-02-28 05145504 e:FurnitureFittings 2022-03-01 2023-02-28 05145504 e:FurnitureFittings 2023-02-28 05145504 e:FurnitureFittings 2022-02-28 05145504 e:FurnitureFittings e:OwnedOrFreeholdAssets 2022-03-01 2023-02-28 05145504 e:ComputerEquipment 2022-03-01 2023-02-28 05145504 e:ComputerEquipment 2023-02-28 05145504 e:ComputerEquipment 2022-02-28 05145504 e:ComputerEquipment e:OwnedOrFreeholdAssets 2022-03-01 2023-02-28 05145504 e:OwnedOrFreeholdAssets 2022-03-01 2023-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar 2023-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar 2022-02-28 05145504 e:Goodwill 2022-03-01 2023-02-28 05145504 e:Goodwill 2023-02-28 05145504 e:Goodwill 2022-02-28 05145504 e:CurrentFinancialInstruments 2023-02-28 05145504 e:CurrentFinancialInstruments 2022-02-28 05145504 e:Non-currentFinancialInstruments 2023-02-28 05145504 e:Non-currentFinancialInstruments 2022-02-28 05145504 e:CurrentFinancialInstruments e:WithinOneYear 2023-02-28 05145504 e:CurrentFinancialInstruments e:WithinOneYear 2022-02-28 05145504 e:Non-currentFinancialInstruments e:AfterOneYear 2023-02-28 05145504 e:Non-currentFinancialInstruments e:AfterOneYear 2022-02-28 05145504 e:ReportableOperatingSegment1 2022-03-01 2023-02-28 05145504 e:ReportableOperatingSegment1 2021-03-01 2022-02-28 05145504 e:UKTax 2022-03-01 2023-02-28 05145504 e:UKTax 2021-03-01 2022-02-28 05145504 e:ShareCapital 2022-03-01 2023-02-28 05145504 e:ShareCapital 2023-02-28 05145504 e:ShareCapital 2021-03-01 2022-02-28 05145504 e:ShareCapital 2022-02-28 05145504 e:ShareCapital 2021-03-01 05145504 e:OtherMiscellaneousReserve 2022-03-01 2023-02-28 05145504 e:OtherMiscellaneousReserve 2023-02-28 05145504 e:OtherMiscellaneousReserve 2021-03-01 2022-02-28 05145504 e:OtherMiscellaneousReserve 2022-02-28 05145504 e:OtherMiscellaneousReserve 2021-03-01 05145504 e:OtherMiscellaneousReserve 2 2021-03-01 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2022-03-01 2023-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2023-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2021-03-01 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2022-02-28 05145504 e:RetainedEarningsAccumulatedLosses 2021-03-01 05145504 e:RetainedEarningsAccumulatedLosses 2 2021-03-01 2022-02-28 05145504 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-02-28 05145504 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-02-28 05145504 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2023-02-28 05145504 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2022-02-28 05145504 e:AcceleratedTaxDepreciationDeferredTax 2023-02-28 05145504 e:AcceleratedTaxDepreciationDeferredTax 2022-02-28 05145504 e:TaxLossesCarry-forwardsDeferredTax 2023-02-28 05145504 e:TaxLossesCarry-forwardsDeferredTax 2022-02-28 05145504 d:OrdinaryShareClass1 2022-03-01 2023-02-28 05145504 d:OrdinaryShareClass1 2023-02-28 05145504 d:OrdinaryShareClass1 2022-02-28 05145504 d:FRS102 2022-03-01 2023-02-28 05145504 d:Audited 2022-03-01 2023-02-28 05145504 d:FullAccounts 2022-03-01 2023-02-28 05145504 d:PrivateLimitedCompanyLtd 2022-03-01 2023-02-28 05145504 e:WithinOneYear 2023-02-28 05145504 e:WithinOneYear 2022-02-28 05145504 e:BetweenOneFiveYears 2023-02-28 05145504 e:BetweenOneFiveYears 2022-02-28 05145504 e:MoreThanFiveYears 2023-02-28 05145504 e:MoreThanFiveYears 2022-02-28 05145504 2 2022-03-01 2023-02-28 05145504 7 2022-03-01 2023-02-28 05145504 e:Goodwill e:OwnedIntangibleAssets 2022-03-01 2023-02-28 05145504 e:PatentsTrademarksLicencesConcessionsSimilar e:OwnedIntangibleAssets 2022-03-01 2023-02-28 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 05145504

BARRACUDA NETWORKS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

BARRACUDA NETWORKS LIMITED

COMPANY INFORMATION

Directors	D C Honda
	E O'Donnell
	J Billante III


Registered number	05145504


Registered office	The White Building
	33 Kings Road
	Reading
	Berkshire
	RG1 3AR


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
Directors' 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 - 13
Analysis of Net Debt	14
Notes to the Financial Statements	15 - 29

BARRACUDA NETWORKS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2023

Introduction

The director presents the strategic report for the year ended 28 February 2023.
The principal activity of Barracuda Networks Limited ("the Company") during the year was providing sales support and marketing to its parent entity, Barracuda Networks, Inc. (“the Parent”), within the UK.
The Company and its Parent continued to focus on small and medium sized end customers. The Parents'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 £20,597,631 to £28,462,933 in the year ended 28 February 2023. There was a profit before tax for the year of £1,213,854 compared to a profit of £738,181 in the year ended 28 February 2022.
On 15 August 2022, the Parent was acquired by Kohlberg Kravis Roberts & Co. (“KKR”).
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 the Parent 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 and globally, the ability of the Company's distribution channel to continue to sell Barracuda products, and the health of the UK and global economy. The Parent 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 and globally.

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 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 2023

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.

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

J Billante III

Director

Date: 12 March 2024

Page 2

BARRACUDA NETWORKS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2023

The directors present their report and the financial statements for the year ended 28 February 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,181,081 (2022 - £507,183).

No dividends will be distributed for the year ended 28 February 2023 (2022 - nil).

Director

The director who served during the year was:

D C Honda

Subsequent to the balance sheet date on 27 Feburary 2024, E O'Donnell and J Billante III were appointed as directors of the Company.

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

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

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

∙the director 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.

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

J Billante III

Director

Date: 12 March 2024

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 2023, 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 2023 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 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.

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 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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 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.

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.

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 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

12 March 2024

Page 8

BARRACUDA NETWORKS LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 28 FEBRUARY 2023

	2023	2022
Note	£	£


Turnover	4	28,462,933	20,597,631
Administrative expenses		(27,252,172)	(19,859,592)
Operating profit	5	1,210,761	738,039
Interest receivable and similar income	8	3,129	142
Interest payable and similar expenses	9	(36)	-
Profit before tax		1,213,854	738,181
Tax on profit	10	(32,773)	(230,998)
Profit for the financial year		1,181,081	507,183

The notes on pages 15 to 29 form part of these financial statements.

Page 9

BARRACUDA NETWORKS LIMITED

REGISTERED NUMBER: 05145504

BALANCE SHEET

AS AT 28 FEBRUARY 2023

		2023		2022
Note		£		£

Fixed assets
Intangible assets	11		9,845		249,385
Tangible assets	12		863,684		927,697
			873,529		1,177,082
Current assets
Debtors: amounts falling due within one year	13	2,111,947		1,813,770
Cash at bank and in hand	14	4,025,936		2,367,669
		6,137,883		4,181,439
Creditors: amounts falling due within one year	15	(3,262,741)		(2,704,564)
Net current assets			2,875,142		1,476,875
Total assets less current liabilities			3,748,671		2,653,957
Creditors: amounts falling due after more than one year	16		(493,996)		(564,503)
Provisions for liabilities
Deferred tax			(152,524)		(168,384)
Net assets			3,102,151		1,921,070

Capital and reserves
Called up share capital	19	1,418,060	1,418,060
Other reserves	20	820,398	820,398
Profit and loss account	20	863,693	(317,388)
		3,102,151	1,921,070

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

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

J Billante III

Director

Date: 12 March 2024

The notes on pages 15 to 29 form part of these financial statements.

Page 10

BARRACUDA NETWORKS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2023

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
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 1 March 2022	1,418,060	820,398	(317,388)	1,921,070
Comprehensive income for the year
Profit for the year	-	-	1,181,081	1,181,081
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	1,181,081	1,181,081
Total transactions with owners	-	-	-	-
At 28 February 2023	1,418,060	820,398	863,693	3,102,151

The notes on pages 15 to 29 form part of these financial statements.

Page 11

BARRACUDA NETWORKS LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 28 FEBRUARY 2023

			2023	2022
			£	£

Cash flows from operating activities
Profit for the financial year	1,181,081	507,183
Adjustments for:
Amortisation of intangible assets	239,540	250,737
Depreciation of tangible assets	213,933	218,512
Loss on disposal of tangible assets	-	5,343
Interest paid	36	-
Interest received	(3,129)	(142)
Taxation charge	32,773	230,998
Decrease in debtors	201,124	45,308
(Increase) in amounts owed by groups	(396,414)	(281,743)
Increase in creditors	465,883	330,853
Increase/(decrease)) in amounts owed to groups	43,267	(91,405)
Corporation tax (paid)	(173,000)	(119,000)
Contingent cash	-	337,942
Net cash generated from operating activities	1,805,094	1,434,586

Cash flows from investing activities
Purchase of tangible fixed assets	(149,920)	(120,679)
Interest received	3,129	142
Net cash from investing activities	(146,791)	(120,537)

Page 12

BARRACUDA NETWORKS LIMITED

STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2023

		2023	2022
		£	£


Cash flows from financing activities
Interest paid	(36)	-
Net cash used in financing activities	(36)	-
Net increase in cash and cash equivalents	1,658,267	1,314,049
Cash and cash equivalents at beginning of year	2,367,669	1,053,620
Cash and cash equivalents at the end of year	4,025,936	2,367,669

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,025,936	2,367,669
	4,025,936	2,367,669

The notes on pages 15 to 29 form part of these financial statements.

Page 13

BARRACUDA NETWORKS LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 28 FEBRUARY 2023


At 1 March 2022	Cash flows	At 28 February 2023
£	£	£

Cash at bank and in hand	2,367,669	1,658,267	4,025,936
	2,367,669	1,658,267	4,025,936

The notes on pages 15 to 29 form part of these financial statements.

Page 14

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

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.

Page 15

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

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

Finance costs

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

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

2.9

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.

Page 17

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

2.10

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.

2.11

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.

2.12

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.

Page 18

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

2.12

Tangible fixed assets (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:

Leasehold improvements	-	Lesser of the useful life of the asset, generally 5 years, or remaining lease term
Plant and machinery	-	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.

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.

Page 19

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 20

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

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)	28,462,933	20,597,631

All turnover arose within the rest of the world.

Amortisation of intangible fixed assets	239,540	250,737
Exchange differences	27,804	10,390
Other operating lease rentals	487,973	511,609

6.	Auditor's remuneration
		2023	2022
		£	£

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

15,300

14,600

Page 21

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

Wages and salaries	17,036,265	12,554,329
Social security costs	2,830,705	1,739,532
Cost of defined contribution scheme	465,715	380,403
	20,332,685	14,674,264

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

	2023	2022
	No.	No.

Director	1	1
COGS	18	17
Research & development	20	16
Sales & operations	129	100
Marketing	12	11
G&A	9	8

	189	153

8.	Interest receivable
		2023	2022
		£	£

Other interest receivable

3,129

142

9.	Interest payable and similar expenses
		2023	2022
		£	£

Bank interest payable

Page 22

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

Corporation tax
Current tax on profits for the year	42,313	206,774
Adjustments in respect of previous periods	6,320	(20,025)

Total current tax	48,633	186,749

Deferred tax
Origination and reversal of timing differences	(15,860)	44,249
Total deferred tax	(15,860)	44,249


	Taxation on profit on ordinary activities	32,773	230,998

Profit on ordinary activities before tax

1,213,854

738,181

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)	230,632	140,254
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	59,908	49,983
Capital allowances for year in excess of depreciation	11,542	19,056
Other timing differences leading to an increase (decrease) in taxation	4,332	2,704
Other tax charge (relief) on exceptional items	(15,860)	44,249
Corporation tax rate changes	(3,810)	(5,222)
Prior year under provision	6,320	(20,026)
Effects of share-based payments	(260,291)	-
Total tax charge for the year	32,773	230,998

Page 23

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

10.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.

11.	Intangible assets

	Patents	Goodwill	Total
	£	£	£
Cost
At 1 March 2022	1,944,072	2,905,345	4,849,417
At 28 February 2023	1,944,072	2,905,345	4,849,417
Amortisation
At 1 March 2022	1,936,192	2,663,840	4,600,032
Charge for the year on owned assets	7,880	231,660	239,540
At 28 February 2023	1,944,072	2,895,500	4,839,572
Net book value
At 28 February 2023	-	9,845	9,845
At 28 February 2022	7,880	241,505	249,385

Page 24

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

12.	Tangible fixed assets

	Leasehold improve- ments	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 March 2022	968,108	13,534	73,892	431,389	1,486,923
Additions	17,620	-	-	132,300	149,920
At 28 February 2023	985,728	13,534	73,892	563,689	1,636,843
Depreciation
At 1 March 2022	196,754	8,609	65,540	288,323	559,226
Charge for the year on owned assets	100,687	4,300	6,055	102,891	213,933
At 28 February 2023	297,441	12,909	71,595	391,214	773,159
Net book value
At 28 February 2023	688,287	625	2,297	172,475	863,684
At 28 February 2022	771,354	4,925	8,352	143,066	927,697

13.

Debtors

					2023	2022
					£	£


Amounts owed by group undertakings	697,205	300,791
Other debtors	775,750	559,787
Prepayments and accrued income	536,105	953,192
Tax recoverable	102,887	-
	2,111,947	1,813,770

Page 25

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

14.	Cash and cash equivalents
		2023	2022
		£	£

	Cash at bank and in hand	4,025,936	2,367,669

15.	Creditors: Amounts falling due within one year
		2023	2022
		£	£

Trade creditors	318,563	180,603
Amounts owed to group undertakings	69,151	25,884
Corporation tax	-	21,480
Other taxation and social security	1,030,045	510,740
Other creditors	205,710	65,929
Accruals and deferred income	1,639,272	1,899,928
	3,262,741	2,704,564

16.	Creditors: Amounts falling due after more than one year
		2023	2022
		£	£

	Other creditors	493,996	564,503

Page 26

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

17.	Financial instruments
		2023	2022
		£	£

Financial assets
Financial assets measured at fair value through profit or loss	4,025,936	2,367,669
Financial assets that are debt instruments measured at amortised cost	1,037,140	640,609
	5,063,076	3,008,278

	Financial liabilities
	Financial liabilities measured at amortised cost	(2,726,692)	(2,736,847)

	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.

18.	Deferred taxation

	2023	2022
	£	£

At beginning of year	(168,384)	(124,134)
Charged to profit or loss	15,860	(44,250)
At end of year	(152,524)	(168,384)

The provision for deferred taxation is made up as follows:
	2023	2022
	£	£

Capital allowances in excess of depreciation	(177,192)	(188,735)
Other	24,668	20,351
	(152,524)	(168,384)

Page 27

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

19.	Share capital
		2023	2022
		£	£

Allotted, called up and fully paid

1,418,060 (2022 - 1,418,060) Ordinary shares of £1.00 each	1,418,060	1,418,060

20.

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 2023.
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.

21.	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 £465,715 (2022 - £380,403). Contributions totalling £61,825 (2022 - £49,084) were payable to the fund at the balance sheet date and are included in accruals.

Not later than 1 year	542,364	542,364
Later than 1 year and not later than 5 years	2,069,787	2,095,787
Later than 5 years	944,505	1,460,869
	3,556,656	4,099,020

Page 28

BARRACUDA NETWORKS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

23.	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 KKR by virtue of a controlling ownership of 100.0% in Barracuda Parent, LLC.

Page 29