REGISTERED NUMBER: 03970077 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

LANTRONIX UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTOR:

B Stringham

REGISTERED OFFICE:

2 Oakfield Road

Clifton

Bristol

BS8 2AL

REGISTERED NUMBER:

03970077 (England and Wales)

AUDITORS:

PJE Chartered Accountants & Statutory Auditors

2 Oakfield Road

Clifton

Bristol

BS8 2AL

The director presents his strategic report for the year ended 30 June 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of marketing the products of the Lantronix Group in the United Kingdom and turnover represents the re-invoicing of costs associated with that activity to the holding company, Lantronix Inc.

REVIEW OF BUSINESS

The directors expect turnover to remain constant in the current year.

RISKS

The company derives all of its income and profits from other companies within the Lantronix Group. The future of the company is completely dependent on the ability of other group companies to secure sales of Lantronix products and to be able to continue reimbursing the company costs incurred by it.

ON BEHALF OF THE BOARD:

B Stringham - Director

1 April 2025

The director presents his report with the financial statements of the company for the year ended 30 June 2024.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2024.

DIRECTOR

B Stringham was appointed as a director on 20 November 2023 and held office during the whole of the period from then to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 enable him to ensure that the financial statements comply with the Companies Act 2006. He 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, PJE Chartered Accountants & Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B Stringham - Director

1 April 2025

Opinion

We have audited the financial statements of Lantronix UK Limited (the 'company') for the year ended 30 June 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 30 June 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are FRS 102 (United Kingdom Generally Accepted Accounting Practice), UK Companies Act and tax legislation, General Data Protection requirements, health and safety laws, employment regulations, The Equality Act 2010, anti-bribery and corruption regulations; and those that had a fundamental effect on the operations of the Company.

- We understood how Lantronix UK Limited is complying with those frameworks by holding enquiries with management and those charged with governance. We understood the potential incentive and ability to override controls, and employee access to guidance of how to report any instances on non-compliance. We understood any controls put in place to reduce the opportunities for fraudulent transactions.

- We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by holding enquiries with management and those charged with governance. Through these procedures we considered the risk of management override with revenue recognition as the key area of focus in particular. We addressed this risk through a review of manual journal entries posted to revenue, reviewed any other adjustments made at the end of the reporting period and by making enquiries of individuals involved in the financial reporting process.

Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved:

- Enquiry of management and those charged with governance as to any fraud identified or suspected in the period, any actual or potential litigation or claims or breaches of significant laws or regulations applicable to the company;

- Auditing the risk of management override of controls, through testing of a sample of journal entries and other adjustments for appropriateness;

- Enquiry of management, coupled with testing of journal entries, in order to identify and understand any significant transactions outside of the normal course of business;

- Challenging the judgements made by management through corroborating the basis for those judgments and considering contradicting evidence; and

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 Report of the Auditors.

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 a Report of the Auditors 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.

Philip Evans BSc FCA (Senior Statutory Auditor)

for and on behalf of PJE Chartered Accountants & Statutory Auditors

2 Oakfield Road

Clifton

Bristol

BS8 2AL

1 April 2025

TURNOVER

428,431

369,414

Administrative expenses

408,306

352,002

OPERATING PROFIT

4

20,125

17,412

Interest receivable and similar income

276

180

PROFIT BEFORE TAXATION

20,401

17,592

Tax on profit

5

5,327

4,089

PROFIT FOR THE FINANCIAL YEAR

15,074

13,503

PROFIT FOR THE YEAR

15,074

13,503

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

15,074

13,503

CURRENT ASSETS

Debtors

7

252,419

202,596

Cash at bank

11,149

15,534

263,568

218,130

CREDITORS

Amounts falling due within one year

8

54,127

23,763

NET CURRENT ASSETS

209,441

194,367

TOTAL ASSETS LESS CURRENT LIABILITIES

209,441

194,367

CAPITAL AND RESERVES

Called up share capital

9

5,878

5,878

Retained earnings

10

203,563

188,489

SHAREHOLDERS' FUNDS

209,441

194,367

The financial statements were approved by the director and authorised for issue on 1 April 2025 and were signed by:

B Stringham - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2022

5,878

174,986

180,864

Changes in equity

Total comprehensive income

-

13,503

13,503

Balance at 30 June 2023

5,878

188,489

194,367

Changes in equity

Total comprehensive income

-

15,074

15,074

Balance at 30 June 2024

5,878

203,563

209,441

1.	STATUTORY INFORMATION

Lantronix UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

GOING CONCERN

The directors have a reasonable expectation that the Company has adequate resources to continue in operation for at least 12 months from the date of signing of these financial statements. These considerations included the impact of COVID-19 on the company, as well as the wider Lantronix group. Accordingly, the financial statements have been prepared on the going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

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 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

25% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

30.6.24

30.6.23

£

£

Wages and salaries

333,648

280,879

Other pension costs

3,948

7,566

337,596

288,445

The average number of employees during the year was as follows:

30.6.24

30.6.23

Employee

4

4

30.6.24

30.6.23

£

£

Director's remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

30.6.24

30.6.23

£

£

Auditors' remuneration

3,300

3,510

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

30.6.24

30.6.23

£

£

Current tax:

UK corporation tax

5,327

4,089

Tax on profit

5,327

4,089

6.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 July 2023

1,247

Disposals

(1,247

)

At 30 June 2024

-

DEPRECIATION

At 1 July 2023

1,247

Eliminated on disposal

(1,247

)

At 30 June 2024

-

NET BOOK VALUE

At 30 June 2024

-

At 30 June 2023

-

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.24

30.6.23

£

£

Holding company

251,977

202,298

VAT

442

298

252,419

202,596

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.24

30.6.23

£

£

Trade creditors

13

-

Tax

5,327

4,089

Social security and other taxes

13,132

7,329

Other creditors

30,203

7,442

Pension

1,027

1,153

Accrued expenses

4,425

3,750

54,127

23,763

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.6.24

30.6.23

value:

£

£

10,000

Ordinary

€ 1

5,878

5,878

10.

RESERVES

Retained

earnings

£

At 1 July 2023

188,489

Profit for the year

15,074

At 30 June 2024

203,563

11.	ULTIMATE PARENT COMPANY

12.	RELATED PARTY DISCLOSURES