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Registered number: 05145504 BARRACUDA NETWORKS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
BARRACUDA NETWORKS LIMITED COMPANY INFORMATION
Directors | 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
| 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
Notes to the Financial Statements | 13 - 28
BARRACUDA NETWORKS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 28 FEBRUARY 2026
Introduction
The director presents the strategic report for the year ended 28 February 2026. 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 EMEA region. The Company and its Parent continued to focus on small and medium sized end customers. The Parent'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 decreased from £30,668,072 to £28,280,658 in the year ended 28 February 2026. There was a profit before tax for the year of £1,287,732 compared to a profit of £1,473,270 in the year ended 29 February 2025. 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 2026
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.
E O'Donnell Director
Date: 17 July 2026
Page 2
BARRACUDA NETWORKS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 28 FEBRUARY 2026 The directors present their report and the financial statements for the year ended 28 February 2026.
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 £721,525 (2025 - £497,981). No dividends will be distributed for the year ended 28 February 2026 (2025 - nil).
Directors
The directors who served during the year were:
E O'Donnell
J Billante III
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 2026
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.
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.
E O'Donnell Director
Date: 17 July 2026
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 2026, 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 2026 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 Statutory Auditor NOW Building Thames Valley Park Reading Berkshire RG6 1RB 20 July 2026 Page 8
BARRACUDA NETWORKS LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 28 FEBRUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 28,280,658 | 30,668,072
Gross profit |  | 28,280,658 | 30,668,072
Administrative expenses |  | (26,993,734) | (29,215,802)
Other operating income | 5 | - | 197
Operating profit | 6 | 1,286,924 | 1,452,467
Interest receivable and similar income | 9 | 811 | 20,803
Interest payable and similar expenses | 10 | (3) | -
Profit before tax |  | 1,287,732 | 1,473,270
Tax on profit | 11 | (566,207) | (975,289)
Profit for the financial year |  | 721,525 | 497,981
There are no items of other comprehensive income for 2026 or 2025 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 13 to 28 form part of these financial statements.
Page 9
BARRACUDA NETWORKS LIMITED REGISTERED NUMBER: 05145504 BALANCE SHEET AS AT 28 FEBRUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 540,578 |  | 687,127
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 14 | 309,818 |  | - |
Debtors: amounts falling due within one year | 14 | 6,956,649 |  | 10,445,854 |
Cash at bank and in hand | 15 | 3,940,967 |  | 302,955 |
|  | 11,207,434 |  | 10,748,809 |
Creditors: amounts falling due within one year | 16 | (5,955,395) |  | (6,250,530) |
Net current assets |  |  | 5,252,039 |  | 4,498,279
Total assets less current liabilities |  |  | 5,792,617 |  | 5,185,406
Creditors: amounts falling due after more than one year | 17 |  | (325,345) |  | (409,252)
Provisions for liabilities |  |  |  |  |
Deferred tax | 19 |  | (76,270) |  | (106,677)
Net assets |  |  | 5,391,002 |  | 4,669,477
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 1,418,060 |  | 1,418,060
Other reserves | 21 |  | 820,398 |  | 820,398
Profit and loss account | 21 |  | 3,152,544 |  | 2,431,019
|  |  | 5,391,002 |  | 4,669,477
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
E O'Donnell
Director
Date: 17 July 2026
The notes on pages 13 to 28 form part of these financial statements. Page 10
BARRACUDA NETWORKS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2026
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 March 2024 | 1,418,060 | 820,398 | 1,933,038 | 4,171,496
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 497,981 | 497,981
Total comprehensive income for the year | - | - | 497,981 | 497,981
At 1 March 2025 | 1,418,060 | 820,398 | 2,431,019 | 4,669,477
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 721,525 | 721,525
Total comprehensive income for the year | - | - | 721,525 | 721,525
At 28 February 2026 | 1,418,060 | 820,398 | 3,152,544 | 5,391,002
| The notes on pages 13 to 28 form part of these financial statements.
Page 11
BARRACUDA NETWORKS LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 28 FEBRUARY 2026
|  |  | 2026 | 2025
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 721,525 | 497,981
Adjustments for: |  |
Depreciation of tangible assets | 217,161 | 228,597
Interest paid | 3 | -
Interest received | (811) | (20,803)
Taxation charge | 566,207 | 975,289
(Increase) in debtors | (78,484) | (38,399)
Decrease/(increase) in amounts owed by groups | 3,257,871 | (1,657,104)
(Decrease) in creditors | (584,707) | (346,627)
Increase in amounts owed to groups | 399,051 | 868,149
Corporation tax (paid) | (790,000) | (437,500)
Net cash generated from operating activities | 3,707,816 | 69,583
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (70,612) | (145,933)
Interest received | 811 | 20,803
Net cash from investing activities | (69,801) | (125,130)
Cash flows from financing activities |  |
Interest paid | (3) | -
Net cash used in financing activities | (3) | -
Net increase/(decrease) in cash and cash equivalents | 3,638,012 | (55,547)
Cash and cash equivalents at beginning of year | 302,955 | 358,502
Cash and cash equivalents at the end of year | 3,940,967 | 302,955
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,940,967 | 302,955
| 3,940,967 | 302,955
The notes on pages 13 to 28 form part of these financial statements.
Page 12
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
1. | General information
Barracuda Networks Limited (the "Company") is 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 2026. The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they 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 13
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 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. Turnover substantially represents amounts charged under a sales and marketing agreement, 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 14
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 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. Cash-settled share options are measured at fair value, with a liability recognised over the vesting period based on the number of awards expected to vest. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss. Page 15
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 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
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 16
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 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 17
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 18
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
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.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Intercompany revenue (cost plus and royalties) | 28,280,658 | 30,668,072
| All turnover arose within the rest of the world.
5. | Other operating income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other operating income | - | 197
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Depreciation | 217,160 | 228,597
| Exchange differences | 65,629 | 14,556
| Other operating lease rentals | 343,622 | 477,072
| Share-based payment | 815,563 | 755,517
7. | Auditor's remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 19,500 | 17,000
Page 19
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 17,201,672 | 18,859,305
| Social security costs | 2,983,262 | 2,748,484
| Cost of defined contribution scheme | 505,531 | 526,852
|  | 20,690,465 | 22,134,641
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Director | 2 | 1
|  | COGS | 19 | 20
|  | Research & development | 19 | 20
|  | Sales & operations | 130 | 130
|  | Marketing | 17 | 15
|  | G&A | 11 | 11
|  |  | 198 | 197
9. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other interest receivable | 811 | 20,803
10. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Bank interest payable | 3 | -
Page 20
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
11. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 584,756 | 612,558
| Adjustments in respect of previous periods | 11,858 | 383,135
|  | 596,614 | 995,693
| Total current tax | 596,614 | 995,693
| Deferred tax |  |
| Origination and reversal of timing differences | (30,407) | (20,404)
| Total deferred tax | (30,407) | (20,404)
| Tax on profit | 566,207 | 975,289
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,287,732 | 1,473,270
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | 321,933 | 368,318
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 36,709 | 39,031
| Capital allowances for year in excess of depreciation | 29,569 | 28,380
| Other timing differences leading to an increase (decrease) in taxation | 406 | (4,974)
| Prior year under provision | 11,425 | 386,136
| Effects of share-based payments | 166,165 | 158,398
| Total tax charge for the year | 566,207 | 975,289
Page 21
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 11.Taxation (continued)
| Factors that may affect future tax charges
Future tax charges may be affected by the level and timing of capital expenditure, the availability of tax reliefs, changes in tax legislation and rates, and the company’s future trading results.
12. | Intangible assets
|  | Patents | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 March 2025 | 1,941,452 | 2,084,905 | 4,026,357
| At 28 February 2026 | 1,941,452 | 2,084,905 | 4,026,357
| Amortisation |  |  |
| At 1 March 2025 | 1,941,452 | 2,084,905 | 4,026,357
| At 28 February 2026 | 1,941,452 | 2,084,905 | 4,026,357
| Net book value |  |  |
| At 28 February 2026 | - | - | -
| At 28 February 2025 | - | - | -
Page 22
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
13. | Tangible fixed assets
|  | Leasehold improve- ments | Plant and machinery | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 March 2025 | 1,064,131 | 13,534 | 73,892 | 754,444 | 1,906,001
| Additions | 5,863 | - | - | 64,749 | 70,612
| Disposals | - | - | - | (9,897) | (9,897)
| At 28 February 2026 | 1,069,994 | 13,534 | 73,892 | 809,296 | 1,966,716
| Depreciation |  |  |  |  |
| At 1 March 2025 | 508,438 | 13,534 | 73,892 | 623,010 | 1,218,874
| Charge for the year on owned assets | 118,715 | - | - | 98,446 | 217,161
| Disposals | - | - | - | (9,897) | (9,897)
| At 28 February 2026 | 627,153 | 13,534 | 73,892 | 711,559 | 1,426,138
| Net book value |  |  |  |  |
| At 28 February 2026 | 442,841 | - | - | 97,737 | 540,578
| At 28 February 2025 | 555,693 | - | - | 131,434 | 687,127
14. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 309,818 | -
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 6,002,842 | 9,260,713
| Other debtors | 118,488 | 473,908
| Prepayments and accrued income | 835,319 | 711,233
|  | 6,956,649 | 10,445,854
Page 23
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 14.Debtors (continued)
| Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
15. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,940,967 | 302,955
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 361,572 | 66,653
| Amounts owed to group undertakings | 2,648,407 | 2,249,356
| Corporation tax | 399,677 | 593,063
| Other taxation and social security | 748,465 | 986,908
| Other creditors | 117,816 | 56,867
| Accruals and deferred income | 1,679,458 | 2,297,683
|  | 5,955,395 | 6,250,530
| Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
17. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other creditors | 325,345 | 409,252
Page 24
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
18. | Financial instruments
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 3,940,967 | 302,955
| Financial assets that are debt instruments measured at amortised cost | 6,327,425 | 9,582,365
|  | 10,268,392 | 9,885,320
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (5,132,598) | (5,079,811)
| 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 amounts owed by group companies.
| Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals and amounts owed to group companies.
19. | Deferred taxation
|  | 2026 | 2025
|  | £ | £
| At beginning of year | (106,677) | (127,082)
| Charged to profit or loss | 30,407 | 20,405
| At end of year | (76,270) | (106,677)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Capital allowances in excess of depreciation | (111,140) | (133,227)
| Other | 34,870 | 26,550
|  | (76,270) | (106,677)
| The net deferred tax amounts expected to reverse in the next 12 months is £2,177 (2025: £17,859).
Page 25
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
20. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,418,060 (2025 - 1,418,060) Ordinary shares of £1.00 each | 1,418,060 | 1,418,060
21. | Reserves
Other reserves Capital contribution - The brought 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 2026. Profit and loss account The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
22. | Share-based payments
| In 2022, Atlantic Holding Parent Inc, the parent entity, established the 2022 Stock Incentive Plan (the "2022 Plan"), adopted and approved by the Board of Directors of Atlantic Holding Parent Inc. The 2022 Plan provides for the grant of options to purchase shares of Class B common stock of Atlantic Holding Parent Inc to employees, directors, and contractors of Atlantic Holding Parent Inc and its subsidiaries and affiliates, including Barracuda Networks Limited. Options granted under the 2022 Plan expire, if not exercised, in the period not to exceed 10 years from the grant date. Options granted typically vested over four years (25% each year), contingent upon employment or service with Atlantic Holding Parent Inc and its subsidiaries and affiliates on the vesting date. Additionally, some of the options granted are performance-based awards, the vesting of which is contingent on the occurrence of a transaction resulting in a specified return to Atlantic Holding Parent Inc's investors. The occurrence of such an event was not deemed probable as of the end of year ended 28 February 2026, thus no share-based payments expense was recognised in relation to performance-based awards.
Page 26
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 22.Share-based payments (continued)
| The number and weighted average exercised price of share options during the year are as follows:
|  | Weighted average exercise price (pence) 2026 | Number 2026 | Weighted average exercise price (pence) 2025 | Number 2025
| Outstanding at the beginning of the year | 10.25 | 872,735 | 10.06 | 1,292,543
| Granted during the year | 11.00 | 242,810 | 11.00 | 151,180
| Cancelled during the year | 10.46 | (101,415) | 10.08 | (570,988)
| Exercised during the year | 10.00 | (1,800) | - | -
| Outstanding at the end of the year | 10.52 | 1,012,330 | 10.25 | 872,735
|  |  |  |  | 2026 | 2025
| Option pricing model used | Black-Scholes | Black-Scholes
| Weighted average share price (USD) | 5.30 | 5.30
| Expected term (in years) | 6.20 | 6.20
| Expected volatility | 39% | 39%
| Risk-free interest rate | 4% | 4%
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Equity-settled schemes | 815,563 | 755,517
23. | 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 £505,531 (2025 - £526,852). Contributions totalling £76,647 (2025 - £76,520) were payable to the fund at the balance sheet date and are included in accruals. Page 27
BARRACUDA NETWORKS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
24. | Commitments under operating leases
| At 28 February 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Not later than 1 year | 474,497 | 369,857
| Later than 1 year and not later than 5 years | 1,605,297 | 1,970,056
| Later than 5 years | - | 9,677
|  | 2,079,794 | 2,349,590
25. | 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% in Barracuda Parent, LLC.
Page 28