ACCOUNTS - Final Accounts

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

Registered number: 06922381

MAGNITE LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MAGNITE LIMITED

CONTENTS

	Page
Company information	1
Strategic report	2 - 3
Directors' report	4
Directors' responsibilities statement	5
Independent auditor's report	6 - 9
Profit and loss account	10
Balance sheet	11
Statement of changes in equity	12
Notes to the financial statements	13 - 26

MAGNITE LIMITED

COMPANY INFORMATION

Directors	N H Pechacek
	M Nix
	E Tawil
	B Gephart


Company secretary	Taylor Wessing Secretaries Limited


Registered number	06922381


Registered office	5 New Street Square
	London
	EC4A 3TW


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

MAGNITE LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors of Magnite Limited (“the company”, “Magnite UK”) present their strategic report for the year ended 31 December 2024.
The company is a wholly owned subsidiary of Magnite, Inc., whose registered address is 1209 Orange Street, Wilmington, DE 19801, USA.

Business description

Magnite, Inc. (“the group”, “Magnite”), formerly known as The Rubicon Project, Inc., provides technology solutions to automate the purchase and sale of digital advertising inventory.
Following the acquisition of Telaria Inc. by Magnite Inc. and the acquisition of SpotX Inc., Magnite believes that they are the world's largest independent omni-channel sell-side advertising platform ("SSP"), offering a single partner for transacting globally across all channels, formats and auction types, and the largest independent programmatic CTV marketplace, making it easier for buyers to reach CTV audiences at scale from industry-leading streaming content providers, broadcasters, platforms and device manufacturers.
Magnite’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own and operate CTV channels, applications, websites and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, ("DSPs"), to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. Magnite’s clients include many of the world’s leading buyers and sellers of digital advertising inventory. Magnite’s platform processes trillions of ad requests per month allowing buyers access to a global, scaled, independent alternative to "walled gardens," who both own and sell inventory and maintain control on the demand side.
Magnite operates its business on a worldwide basis, with an established operating presence in North America, Australia and Europe, and a developing presence in Asia and South America. Magnite’s non-U.S. subsidiaries and operations perform primarily sales, marketing, and service functions.
Magnite UK’s commercial activities are based in London, and the average number of employees of the company during the year was 129 (2023: 136). The company’s sole source of revenue is based on a transfer pricing arrangement in place to remunerate the company for it’s sales and marketing activities on behalf of its parent, Magnite Inc. and research and development activities on behalf of other fellow group entities.
Magnite UK transfer pricing arrangements are as follows:

∙For sales and marketing services, the company is reimbursed for its costs and receives a 5% revenue
allocation from Magnite, Inc.

∙For research and development activities, the company receives a cost plus 9% margin from Magnite, Inc.

Business development and key performance indicators

All cash funding required to operate the business continues to be supported by the group through intercompany revenues and the overall group cash reserves are robust which puts Magnite UK in a good position to continue its expansion during 2024.
Magnite UK turnover reduced slightly by 3% to £24.2m (2023: £24.9m) reflecting both the decreased revenue allocation from the group and lower operating costs recharged to the group. The decrease in operating cost is due to the decrease in staff cost. Operating profit grew by 5% to £2.0m (2023: £1.9m). The profit and loss account on page 11 of the financial statement shows the company’s financial performance for fiscal years 2024 and 2023.
The balance sheet on page 12 of the financial statements shows the company’s financial position at the year end.

Page 2

MAGNITE LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Below are some of the key risks and uncertainties for the company:

∙Risks Related to Our Business, Growth Prospects and Operating Results: If CTV advertising spend grows
more slowly than we expect or if CTV sellers fail to adopt programmatic advertising solutions, or adopt such
solutions more slowly that we expect, our operating and growth prospects could be harmed.

∙Risks Related to the Advertising Technology Industry, Market, and Competition: Our revenue and operating
results are highly dependent on the overall demand for advertising. Factors that affect the amount of
advertising spending, such as economic downturns, can make it difficult to predict our revenue and could
adversely affect our business.

∙Risks Related to Our Collection, Use and Disclosure of Data: Our business depends on our ability to collect
and use data to deliver advertisements, and to disclose data relating to the performance of advertisements.
Any limitation imposed on our collection, use or disclosure of this data could significantly diminish the value
of our solution and cause us to lose sellers, buyers, and revenue. Consumer tools, regulatory restrictions
and technological limitations all threaten our ability to use and disclose data.

∙Risks Related to Regulation: Legislation and regulation of digital businesses, including privacy and data
protection regimes, could create unexpected additional costs, subject us to enforcement actions for
compliance failures, or cause us to change our technology solution or business model, which may have an
adverse effect on the demand for our solution.

Future developments

The group continues to see the UK business as a key component to its overall growth strategy and remains committed to support the company though financial investment and support for ongoing development of employees. The management team consider the group, and the company, well placed to navigate global economic and political uncertainties.
Consumers are rapidly shifting their viewing habits towards digital mediums and as digital content consumption continues to thrive, the group believes the percentage of advertising dollars spent through digital channels will continue to grow. This creates significant opportunities for the group and company through continuing to create value for clients by delivering high customer service. Content owners rely on partners such as Magnite to provide them with the advertising infrastructure and monetization for these new services.

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

B Gephart

Director

Date: 19 September 2025

Page 3

MAGNITE LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £2,635,163 (2023 - £1,244,807).

The directors do not recommend a dividend.

Directors

N H Pechacek

D L Day (resigned 20 September 2024)

M Nix

A J Saltz (resigned 20 September 2024)

E Tawil (appointed 20 September 2024)

B Gephart (appointed 20 September 2024)

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

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.

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

B Gephart

Director

Date: 19 September 2025

Page 4

MAGNITE LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

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 and then apply them consistently;

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

∙state whether applicable UK 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 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.

Page 5

MAGNITE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAGNITE LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of Magnite Limited (the 'company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the 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 31 December 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 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.

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.

Page 6

MAGNITE LIMITED

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

FOR THE YEAR ENDED 31 DECEMBER 2024

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 5, 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 7

MAGNITE LIMITED

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

FOR THE YEAR ENDED 31 DECEMBER 2024

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 engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and
other management, and from our commercial knowledge and experience of the company sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including the Companies Act 2006, taxation
legislation and data protection, anti-bribery, employment and health and safety legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making
enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙enquiring of management as to actual and potential litigation and claims; and.

There are inherent limitations in our audit procedures described above. The more removed that laws and
regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations
to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if
any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they

Page 8

MAGNITE LIMITED

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

FOR THE YEAR ENDED 31 DECEMBER 2024

may involve deliberate concealment or collusion.

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.

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.

Jaykishan Shah (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

23 September 2025

Page 9

MAGNITE LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	24,206,439	24,898,516
Administrative expenses		(22,177,084)	(22,964,904)
Operating profit	5	2,029,355	1,933,612
Interest receivable and similar income	8	254,416	126,955
Interest payable and similar expenses	9	(55,920)	(19,491)
Profit before taxation		2,227,851	2,041,076
Tax on profit	10	407,312	(796,269)
Profit for the financial year		2,635,163	1,244,807

There are no items of other comprehensive income for 2024 or 2023 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 26 form part of these financial statements.

Page 10

REGISTERED NUMBER:06922381

MAGNITE LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible fixed assets	11		597,321		730,007
Current assets
Debtors	12	21,305,077		16,003,805
Cash at bank and in hand	13	7,426,780		6,167,271
		28,731,857		22,171,076
Creditors: amounts falling due within one year	14	(2,035,174)		(2,529,418)
Net current assets			26,696,683		19,641,658
Total assets less current liabilities			27,294,004		20,371,665
Creditors: amounts falling due after more than one year	15		(333,562)		(555,911)

Net assets			26,960,442		19,815,754

Capital and reserves
Called up share capital	17	10	10
Profit and loss account	18	26,960,432	19,815,744
Total equity		26,960,442	19,815,754

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

B Gephart

Director

Date: 19 September 2025

The notes on pages 13 to 26 form part of these financial statements.

Page 11

MAGNITE LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	10	13,784,518	13,784,528
Comprehensive income for the year
Profit for the year	-	1,244,807	1,244,807
Contributions by and distributions to owners
Share-based payment expense	-	4,786,419	4,786,419

At 1 January 2024	10	19,815,744	19,815,754
Comprehensive income for the year
Profit for the year	-	2,635,163	2,635,163
Contributions by and distributions to owners
Share-based payment expense	-	4,509,525	4,509,525
At 31 December 2024	10	26,960,432	26,960,442

The notes on pages 13 to 26 form part of these financial statements.

Page 12

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Magnite Limited provides management services to video content publishers.
Magnite Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TW and its principal place of business is Walmar House, 5th Floor, 296 Regent Street, London, W1B 3AP.
The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);

∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);

∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);

∙Section 26 Share based payments (disclosure of share based payments);

∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).

The company is included in the consolidated financial statements of Magnite, Inc. for the year ended 31 December 2024 and these financial statements may be obtained from http://www.investor.magnite .com/.

The following principal accounting policies have been applied:

2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. In making that assessment, the directors have considered a letter of financial support received from the immediate parent of the company. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.3

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.
Revenue from services performed for the group is recognised in the period in which the service is being performed.

Page 13

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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	-	life of the lease
Fixtures and fittings	-	7 years straight line
Office equipment	-	3 - 5 years straight line
Computer equipment	-	3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 14

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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 deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including other debtors, cash and bank balances and intercompany working capital balances, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 15

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.6

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.7

Share capital

Ordinary shares are classified as equity.

Page 16

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account. within 'administrative expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

2.9

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.

2.10

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Page 17

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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.
The directors have opted to present equity-based share-based payments as part of the profit and loss account rather than as a separate other reserve in the statement of changes in equity.

2.12

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 18

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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.

2.14

Interest income

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

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

An entity should disclose the judgements, apart from those involving estimations, that management has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in those financial statements.
Share based payment
The company has equity settled share based payments that are measured at the fair value of the shares on the grant date and are recognised as equity in the balance sheet, with a corresponding expense in the profit and loss account. The fair value of shares at grant date are verifiable on the Nasdaq as the parent entity is listed.
Deferred tax
In respective of the share based payments a deferred tax asset is to be recognised on the intrinsic value of share based payments as per FRS 102. A timing difference arises as a tax deduction is not available until the options are exercised, with a share based payment expense recognised in the statutory financial statements.

Page 19

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Services provided to group entities	24,206,439	24,898,516

Analysis of turnover by country of destination:

					2024	2023
					£	£

	Rest of the world	24,206,439	24,898,516

Exchange differences	617	(535)
Other operating lease rentals	713,852	748,717
Depreciation of tangible fixed assets	168,638	167,173
Audit fees payable to the company's auditor	32,700	34,300
Non-audit fees payable to the company's auditor	6,800	6,200
Share based payments	4,509,525	4,786,419
(Profit) on disposal of tangible assets	(1,583)	(878)

Wages and salaries	11,379,229	11,722,923
Social security costs	1,996,384	1,910,410
Cost of defined contribution scheme	567,058	538,199
	13,942,671	14,171,532

The average monthly number of employees, including directors, during the year was 129 (2023 - 136).

Page 20

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	622,746	576,405

	The highest paid director received remuneration of £622,746 (2023 - £576,405).
	The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

8.	Interest receivable and similar income
		2024	2023
		£	£

Other interest receivable

254,416

126,955

9.	Interest payable and similar expenses
		2024	2023
		£	£

Other interest payable

55,920

19,491

Corporation tax
Current tax on profits for the year	5,955	830,141

Deferred tax
Origination and reversal of timing differences	(413,267)	(33,872)
Total deferred tax	(413,267)	(33,872)


		(407,312)	796,269

Page 21

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit on ordinary activities before tax

2,227,851

2,041,076

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	556,963	479,653
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	55,582	59,768
Capital allowances for year in excess of depreciation	31,559	(59,818)
Utilisation of tax losses	(671,663)	-
Origination and reversal of timing differences	(413,267)	33,872
Net share scheme expense/(deduction)	33,514	320,061
Other differences leading to a decrease in the tax charge	-	(37,267)
Total tax charge for the year	(407,312)	796,269

Factors that may affect future tax charges

The company has a deferred tax asset of £1.6m (2023: £1.1m) relating to share-options.

Page 22

		MAGNITE LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

	11.	Tangible fixed assets

	Leasehold improvements	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost
At 1 January 2024	568,889	198,129	160,789	403,214	1,331,021
Additions	-	36,196	-	-	36,196
Disposals	-	-	-	(48,293)	(48,293)
At 31 December 2024	568,889	234,325	160,789	354,921	1,318,924
Depreciation
At 1 January 2024	155,136	36,834	143,936	265,108	601,014
Charge for the year	58,038	29,279	4,981	76,340	168,638
Disposals	-	-	-	(48,049)	(48,049)
At 31 December 2024	213,174	66,113	148,917	293,399	721,603
Net book value
At 31 December 2024	355,715	168,212	11,872	61,522	597,321
At 31 December 2023	413,753	161,295	16,853	138,106	730,007

Page 23

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.

Debtors

					2024	2023
					£	£

Due after more than one year
Other debtors	276,854	276,854
Deferred tax asset	1,576,861	1,163,594
	1,853,715	1,440,448
Due within one year
Amounts owed by group undertakings	18,907,505	14,325,366
Other debtors	124,039	146,726
Prepayments and accrued income	419,818	91,265
	21,305,077	16,003,805

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

13.	Cash
		2024	2023
		£	£

	Cash at bank and in hand	7,426,780	6,167,271

14.	Creditors: amounts falling due within one year
		2024	2023
		£	£

Trade creditors	45,405	160,847
Corporation tax	2,314	407,991
Other taxation and social security	811,397	527,287
Other creditors	97,262	88,846
Accruals and deferred income	1,078,796	1,344,447
	2,035,174	2,529,418

Page 24

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Creditors: amounts falling due after more than one year
		2024	2023
		£	£

Other creditors	137,278	214,891
Accruals and deferred income	196,284	341,020
	333,562	555,911

16.	Deferred taxation

		2024
		£

	At beginning of year	1,163,594
	Credit to profit or loss	413,267
	At end of year	1,576,861

The deferred tax asset is made up as follows:
	2024	2023
	£	£

Share based payments	1,803,095	553,783
Tax losses carried forward	20,124	671,663
Fixed assets and capital allowances	(246,358)	-
Other	-	(61,852)
	1,576,861	1,163,594

17.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

10 (2022 - 10) Ordinary shares of £1 each	10	10

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

Page 25

MAGNITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.

Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

19.

Share-based payments

The parent company, Magnite Inc. has a share option scheme for all employees. Options are exercisable at a price equal to the fair market value of the company’s share on the date of the grant. The vesting period is 4 years.
If the options remained unexercised after a period of 10 years from the date of grant, the options expire.
The parent company equity award plans also allows for the grant of restricted stock and restricted stock units. The vesting period is over 4 years.
The total expense relating to share based payments for the year was £4,509,528 (2023 - £4,786,414).

20.	Pension commitments

The company operates a defined contributions 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 £567,058 (2023 - £538,199). Contributions of £nil were payable to the fund at the balance sheet date (2023 - £nil).

Not later than 1 year	990,140	990,140
Later than 1 year and not later than 5 years	1,558,542	2,599,053
	2,548,682	3,589,193

22.	Related party transactions
	The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

23.	Parent undertaking

The smallest group for which consolidated financial statements are drawn up is headed by Magnite, Inc. whose registered address is 1209 Orange Street, Wilmington, DE 19801, USA.

Page 26