REGISTERED NUMBER: 01397386 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 June 2018

for

Aculab plc

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTORS:

A Pound

J Charman

DW Samuel

Dr L Baghai-Ravary

SECRETARY:

J Charman

REGISTERED OFFICE:

Lakeside

Bramley Road

Mount Farm

Buckinghamshire

MK1 1PT

REGISTERED NUMBER:

01397386 (England and Wales)

AUDITORS:

Nicholsons

Chartered Accountants

Statutory Auditors

1st Floor Bridge House

25 Fiddlebridge Lane

Hatfield

Hertfordshire

AL10 0SP

The directors present their strategic report of the company and the group for the year ended 30 June 2018.

The principal activity of the group during the year under review was designing, manufacturing and selling

computer-telephony products.

REVIEW OF BUSINESS

Turnover decreased in the year by £1.15m, or 14%, to £6.94m, due to the net effect of a fall in hardware

sales and an increase in software sales. The weighting in favour of software sales (mainly cloud-based

solutions) improved the gross profit margin by 1%, to 78%. The net effect of the reduced turnover but

improved margin was a decrease in gross profits of £839,500, to £5.4m. Overheads fell by £97,000, or 2%,

to £5m, due mainly to a decrease in payroll costs. Pre-tax profits therefore decreased by £740,000, to

£408,000; the group will again benefit from repayable research and development tax credits and so has

reported post-tax profits of £710,000 (2017: £1.35m).

After a small exchange loss on consolidating the results of its subsidiary, and paying dividends of £80,500,

the group retained profits of £627,500; net assets therefore increased by this amount, to £4.29m. This year's

profits increased net current assets by £944,000, to £4.71m; cash benefited from a reduction in debtors and

increased by £1.18m, to £4.27m.

The group continues to invest substantially in new and innovative products, and the directors are confident

that the group is well placed to take advantage of favourable changes in the market for computer-telephony

products.

PRINCIPAL RISKS AND UNCERTAINTIES

The success of the group will depend on its ability to continue to launch new and desirable products, at the

right price, in an ever-advancing technological environment. Though the outlook is positive, sales are

monitored closely and contingency plans kept under review, so that action can be taken promptly to address

any financial pressures that might arise.

RESEARCH AND DEVELOPMENT

Research and development is essential to the group's long-term success and, during the year, £2.13m (2017:

£2.54m) was spent in this area.

FUTURE DEVELOPMENTS

The directors intend to continue to develop the business' core product areas and to explore new

opportunities, both in the UK and overseas.

BY ORDER OF THE BOARD:

J Charman - Secretary

13 December 2018

The directors present their report with the financial statements of the company and the group for the year

ended 30 June 2018.

DIVIDENDS

Interim dividends of £80,500 (2017: £100,000) were paid during the year; no final dividend is recommended.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2017 to the date of this

report.

A Pound

J Charman

DW Samuel

Other changes in directors holding office are as follows:

Dr L Baghai-Ravary - appointed 9 May 2018

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise bank balances, trade debtors and creditors, and taxes

payable or recoverable. In respect of these financial instruments, the group's objective is to maximise the

cash resources available to fund operations while minimising related risks. The group's policies for managing

applicable financial risks are outlined below.

Due to the nature of the financial instruments used by the group, there is no exposure to price risk. However,

since the group operates internationally, it is exposed to currency risk. To mitigate this risk, sales in foreign

currencies are used, where possible, to fund expenditure denominated in the same foreign currency. The

group monitors financial markets and seeks to obtain the best possible rates of exchange for foreign

currency.

In respect of creditors, liquidity risk is managed by cash flow forecasting, which helps ensure that sufficient

funds are available to settle liabilities as they fall due. In respect of trade debtors, cash flow and credit risk

are managed through credit control procedures that aim to ensure that debts are collected promptly and in

full. Where appropriate, the group makes use of professional advisers to assist with managing credit and

cash flow risks. At the balance sheet date, the group's excess cash was held in instant-access deposit

accounts.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by the Companies Act, the group has chosen to disclose research and development activities

and the future development of the business in the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that

period. In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the company's and the group's transactions and disclose with reasonable accuracy at any time the financial

position of the company and the group and 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 the

group 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps

that he or she ought to have taken as a director in order to make himself or herself aware of any relevant

audit information and to establish that the group's auditors are aware of that information.

BY ORDER OF THE BOARD:

J Charman - Secretary

13 December 2018

Opinion

We have audited the financial statements of Aculab plc (the 'parent company') and its subsidiaries (the

'group') for the year ended 30 June 2018 which comprise the Consolidated Income Statement, Consolidated

Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated

Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow

Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 30 June 2018 and of the group's 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

group 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to

report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the

Group Strategic Report and the Report of the Directors, 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 there is a

material misstatement in the financial statements or a material misstatement of the other information. 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment

obtained in the course of the audit, we have not identified material misstatements in the Group Strategic

Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on pages three and four, 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 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 group's and the parent

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 group or the

parent company or to cease operations, or have 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.

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.

PJ McKay BSc ACA (Senior Statutory Auditor)

for and on behalf of Nicholsons

Chartered Accountants

Statutory Auditors

1st Floor Bridge House

25 Fiddlebridge Lane

Hatfield

Hertfordshire

AL10 0SP

14 December 2018

TURNOVER

3

6,938,421

8,090,367

Cost of sales

1,531,315

1,843,690

GROSS PROFIT

5,407,106

6,246,677

Administrative expenses

5,004,910

5,067,233

402,196

1,179,444

Other operating income

51

-

OPERATING PROFIT

5

402,247

1,179,444

Interest receivable and similar income

5,570

221

407,817

1,179,665

Interest payable and similar expenses

6

-

34,781

PROFIT BEFORE TAXATION

407,817

1,144,884

Tax on profit

7

(302,648

)

(203,650

)

PROFIT FOR THE FINANCIAL YEAR

710,465

1,348,534

Profit attributable to:

Owners of the parent

710,465

1,348,534

PROFIT FOR THE YEAR

710,465

1,348,534

OTHER COMPREHENSIVE INCOME

Foreign exchange differences on

translation of net investments in

overseas subsidiaries

(2,428

)

14,465

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(2,428

)

14,465

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

708,037

1,362,999

Total comprehensive income attributable to:

Owners of the parent

708,037

1,362,999

FIXED ASSETS

Intangible assets

10

128,752

95,410

Tangible assets

11

107,372

126,592

Investments

12

-

-

236,124

222,002

CURRENT ASSETS

Stocks

13

715,244

738,559

Debtors

14

1,045,992

1,487,013

Cash at bank and in hand

4,264,922

3,080,707

6,026,158

5,306,279

CREDITORS

Amounts falling due within one year

15

1,315,312

1,539,460

NET CURRENT ASSETS

4,710,846

3,766,819

TOTAL ASSETS LESS CURRENT LIABILITIES

4,946,970

3,988,821

CREDITORS

Amounts falling due after more than one year

16

(454,707

)

(142,095

)

PROVISIONS FOR LIABILITIES

18

(204,250

)

(186,250

)

NET ASSETS

4,288,013

3,660,476

CAPITAL AND RESERVES

Called up share capital

19

100,000

100,000

Retained earnings

4,188,013

3,560,476

SHAREHOLDERS' FUNDS

4,288,013

3,660,476

The financial statements were approved by the Board of Directors on 13 December 2018 and were signed on

its behalf by:

A Pound - Director

FIXED ASSETS

Intangible assets

10

128,752

95,410

Tangible assets

11

103,245

120,826

Investments

12

1

1

231,998

216,237

CURRENT ASSETS

Stocks

13

715,244

738,559

Debtors

14

1,036,939

1,477,152

Cash at bank and in hand

4,154,473

3,069,028

5,906,656

5,284,739

CREDITORS

Amounts falling due within one year

15

1,383,512

1,683,443

NET CURRENT ASSETS

4,523,144

3,601,296

TOTAL ASSETS LESS CURRENT LIABILITIES

4,755,142

3,817,533

CREDITORS

Amounts falling due after more than one year

16

(454,707

)

(142,095

)

PROVISIONS FOR LIABILITIES

18

(204,250

)

(186,250

)

NET ASSETS

4,096,185

3,489,188

CAPITAL AND RESERVES

Called up share capital

19

100,000

100,000

Retained earnings

3,996,185

3,389,188

SHAREHOLDERS' FUNDS

4,096,185

3,489,188

Company's profit for the financial year

687,497

1,381,550

The financial statements were approved by the Board of Directors on 13 December 2018 and were signed on its behalf by:

A Pound - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2016

-

2,297,477

2,297,477

Changes in equity

Issue of share capital

100,000

-

100,000

Dividends

-

(100,000

)

(100,000

)

Total comprehensive income

-

1,362,999

1,362,999

Balance at 30 June 2017

100,000

3,560,476

3,660,476

Changes in equity

Dividends

-

(80,500

)

(80,500

)

Total comprehensive income

-

708,037

708,037

Balance at 30 June 2018

100,000

4,188,013

4,288,013

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2016

-

2,107,638

2,107,638

Changes in equity

Issue of share capital

100,000

-

100,000

Dividends

-

(100,000

)

(100,000

)

Total comprehensive income

-

1,381,550

1,381,550

Balance at 30 June 2017

100,000

3,389,188

3,489,188

Changes in equity

Dividends

-

(80,500

)

(80,500

)

Total comprehensive income

-

687,497

687,497

Balance at 30 June 2018

100,000

3,996,185

4,096,185

Cash flows from operating activities

Cash generated from operations

1

1,135,714

952,304

Interest paid

-

(34,781

)

Interest received

5,570

221

Tax paid

-

(370,000

)

Tax refunded

204,648

362,650

Net cash from operating activities

1,345,932

910,394

Cash flows from investing activities

Purchase of intangible fixed assets

(37,198

)

(95,410

)

Purchase of tangible fixed assets

(48,317

)

(68,922

)

Net cash from investing activities

(85,515

)

(164,332

)

Cash flows from financing activities

Amount introduced by a director

6,635

-

Share issue

-

100,000

Equity dividends paid

(80,500

)

(100,000

)

Net cash from financing activities

(73,865

)

-

Increase in cash and cash equivalents

1,186,552

746,062

Cash and cash equivalents at beginning of year

2

3,080,707

-

Effect of foreign exchange rate changes

(2,337

)

14,465

Cash and cash equivalents at end of year

2

4,264,922

3,080,707

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2018

2017

£

£

Profit before taxation

407,817

1,144,884

Depreciation charges

71,302

56,348

Finance costs

-

34,781

Finance income

(5,570

)

(221

)

473,549

1,235,792

Decrease/(increase) in stocks

23,315

(738,559

)

Decrease/(increase) in trade and other debtors

539,021

(1,216,013

)

Increase in trade and other creditors

99,829

1,671,084

Cash generated from operations

1,135,714

952,304

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in

respect of these Balance Sheet amounts:

Year ended 30 June 2018

30.6.18

1.7.17

£

£

Cash and cash equivalents

4,264,922

3,080,707

Year ended 30 June 2017

30.6.17

1.7.16

£

£

Cash and cash equivalents

3,080,707

-

**	LAST YEAR - TOTAL OF MOVEMENT IN CASH AND CASH EQUIVALENTS

AND EFFECT OF FOREIGN EXCHANGE RATE CHANGES

AS CALCULATED IN CONSOLIDATED CASH FLOW STATEMENT

DOES NOT AGREE TO MOVEMENT PER BALANCE SHEET

COMPARE

MOVEMENT ON CONSOLIDATED CASH FLOW STATEMENT

=

746,062

EFFECT OF FOREIGN EXCHANGE RATE CHANGES

=

14,465

760,527

TO

MOVEMENT PER BALANCE SHEET

CASH AND CASH EQUIVALENTS

=

3,080,707

1.	STATUTORY INFORMATION

Aculab plc 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 General 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.

Basis of consolidation

These financial statements consolidate the results of Aculab plc and its subsidiaries, Aculab Inc and

Aculab GmbH (for the comparative period). The consolidated financial statements present the results

of the group as if it were a single entity. The entities that comprise the group have been consolidated

on a line-by-line basis. On consolidation, investments in subsidiary undertakings, balances between

group companies and transactions between group companies have been eliminated. All group entities

have adopted uniform accounting policies and have the same balance sheet date.

Revenue recognition

Revenue is derived from the sale of computer-telephony hardware, software and related services. It

excludes discounts, rebates and value added tax and is recorded at the value of the consideration

received or receivable.

Revenue from:

i) the sale of hardware is recognised when shipped to customers;

ii) the sale of software is recognised when customers can access the software;

iii) the provision of computer-telephony services over the cloud is recognised as they are used;

iv) support contracts is recognised evenly over the term of the contract; at the balance sheet date,

income pertaining to the unexpired portions of contracts is deferred; and

v) the provision of other services is recognised according to the stage of completion.

Intangible assets

Intangible assets represent computer software acquired from, or developed by, third party suppliers.

Computer software is initially measured at cost. After initial recognition, computer software is

measured at cost less accumulated amortisation and accumulated impairment provisions. Computer

software is amortised evenly over its estimated useful life, which is five years from the date it is first

brought into use.

Tangible fixed assets

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

Short leasehold

-

over the duration of the lease

Plant and machinery

-

25% on cost and 20% on cost

Fixtures and fittings

-

20% on cost and 10% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

over 3 to 6 years on cost

Tangible fixed assets are stated at cost less accumulated depreciation and provisions for impairment.

Stocks

Stocks are stated at the lower of cost and net realisable value, after making due allowance for

obsolete, slow moving and defective items. Cost represents the direct cost of materials, services and

labour, plus an attributable proportion of manufacturing overheads based on normal levels of activity.

Provisions for obsolete and slow moving stock are determined by reviewing sales in the previous

twelve months and forecasts for the coming year.