REGISTERED NUMBER: 07620169 (England and Wales)

PUBMATIC LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

7

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

to

18

DIRECTORS:

Mr Rajeev Goel

Mr Steve Pantelick

REGISTERED OFFICE:

4 Highlands Court

Cranmore Avenue

Solihull

West Midlands

B90 4LE

BUSINESS ADDRESS:

601 Marshall Street

Redwood City

CA 94063

REGISTERED NUMBER:

07620169 (England and Wales)

AUDITORS:

Shareef

Statutory Auditors

4 Highlands Court

Cranmore Avenue

Solihull

West Midlands

B90 4LE

BANKERS:

Natwest Bank PLC

P O Box 34

15 Bishopsgate

London

London

EC2P 2AP

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company is financed by it's parent company in the United States. It's turnover comprises monthly sales invoiced to the parent company on a cost plus basis.

During the year the company made a profit before tax of £1,117,124 (2023 £931,272).

At 31 December 2024, the company had reserves of £4,445,933 (2023 £3,629,106).

The key performance indicators of the company are it's profit before tax and reserves.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is is reliant on the financial support of it's parent company to continue trading.

The parent company has indicated that it will continue to support the company for at least 12 months from the date of the audit report.

ON BEHALF OF THE BOARD:

Mr Steve Pantelick - Director

9 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr Rajeev Goel

Mr Steve Pantelick

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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 judgements 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 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.

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Shareef, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Steve Pantelick - Director

9 December 2025

Opinion

We have audited the financial statements of PubMatic Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 directors are responsible for the other information. The other information comprises the information in the 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the 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, 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 Statement of Directors' Responsibilities set out on page three, 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

Our assessment focused on key laws and regulations the Company has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.

We are not responsible for preventing irregularities. Our approach to detect irregularity included, but was not limited to, the following:

- obtaining an understanding of the legal and regulatory framework applicable to the Company and how the

Company is complying with that framework, including a review of legal and professional nominal codes;

- obtaining and understanding the Company's policies and procedures and how the Company has complied - with

these, through discussions and walkthrough testing of controls;

- obtaining an understanding of the Company's risk assessment process, including the risk of fraud;

- designing our audit procedures to respond to our risk assessment; and

- performing audit work over the risk of management override of controls, including testing journal entries and other

adjustments for appropriateness, evaluating the business rationale of significant transaction outside the normal

course of business and reviewing accounting estimates for bias.

In response to the risk of irregularities in relation to 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

- reviewing correspondence with HMRC and associated parties.

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Naeem Shareef (Senior Statutory Auditor)

for and on behalf of Shareef

Statutory Auditors

4 Highlands Court

Cranmore Avenue

Solihull

West Midlands

B90 4LE

9 December 2025

TURNOVER

3

19,525,458

16,998,162

Administrative expenses

18,412,969

16,066,688

OPERATING PROFIT

5

1,112,489

931,474

Interest receivable and similar income

4,639

-

1,117,128

931,474

Interest payable and similar expenses

6

4

202

PROFIT BEFORE TAXATION

1,117,124

931,272

Tax on profit

7

300,297

383,257

PROFIT FOR THE FINANCIAL YEAR

816,827

548,015

PROFIT FOR THE YEAR

816,827

548,015

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

816,827

548,015

FIXED ASSETS

Tangible assets

8

1,021,201

926,892

CURRENT ASSETS

Debtors

9

5,168,618

2,812,320

Cash at bank

2,601,846

1,832,144

7,770,464

4,644,464

CREDITORS

Amounts falling due within one year

10

4,345,731

1,942,249

NET CURRENT ASSETS

3,424,733

2,702,215

TOTAL ASSETS LESS CURRENT LIABILITIES

4,445,934

3,629,107

CAPITAL AND RESERVES

Called up share capital

13

1

1

Retained earnings

14

4,445,933

3,629,106

SHAREHOLDERS' FUNDS

4,445,934

3,629,107

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:

Mr Steve Pantelick - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

3,081,091

3,081,092

Changes in equity

Total comprehensive income

-

548,015

548,015

Balance at 31 December 2023

1

3,629,106

3,629,107

Changes in equity

Total comprehensive income

-

816,827

816,827

Balance at 31 December 2024

1

4,445,933

4,445,934

Cash flows from operating activities

Cash generated from operations

1

1,795,305

1,931,949

Interest paid

(4

)

(202

)

Tax paid

(411,708

)

(41,391

)

Net cash from operating activities

1,383,593

1,890,356

Cash flows from investing activities

Purchase of tangible fixed assets

(830,326

)

(177,007

)

Sale of tangible fixed assets

10,344

-

Interest received

4,639

-

Net cash from investing activities

(815,343

)

(177,007

)

Cash flows from financing activities

Amounts due from parent company

201,452

(369,743

)

Net cash from financing activities

201,452

(369,743

)

Increase in cash and cash equivalents

769,702

1,343,606

Cash and cash equivalents at beginning of year

2

1,832,144

488,538

Cash and cash equivalents at end of year

2

2,601,846

1,832,144

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

2024

2023

£

£

Profit before taxation

1,117,124

931,272

Depreciation charges

725,673

778,752

Finance costs

4

202

Finance income

(4,639

)

-

1,838,162

1,710,226

Increase in trade and other debtors

(2,557,750

)

(58,039

)

Increase in trade and other creditors

2,514,893

279,762

Cash generated from operations

1,795,305

1,931,949

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 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,601,846

1,832,144

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,832,144

488,538

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,832,144

769,702

2,601,846

1,832,144

769,702

2,601,846

Total

1,832,144

769,702

2,601,846

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable.

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 improvements

-

20% on cost

Fixtures and fittings

-

33% on cost

All tangible fixed assets are shown at cost.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Going concern

The company is reliant on the financial support of it's parent company to continue trading. The parent company has indicated that it will continue to support the company for at least 12 months from the date of the audit report.

Therefore, the accounts have been prepared on a going concern basis.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

The company's turnover consists wholly of sales to it's parent company in the US.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

11,434,233

10,040,607

Social security costs

1,707,519

1,417,834

Other pension costs

436,002

334,248

13,577,754

11,792,689

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

2024

2023

Employees

57

56

2024

2023

£

£

Directors' remuneration

-

-

The directors of the company do not receive any remuneration or benefits.

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Other operating leases

964,111

480,427

Depreciation - owned assets

725,673

778,751

Auditors' remuneration

3,000

3,000

Exchange rate differences

189,723

175,250

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

4

202

7.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

UK corporation tax

300,297

383,257

Tax on profit

300,297

383,257

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

1,117,124

931,272

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

279,281

219,035

Effects of:

Expenses not deductible for tax purposes

45,059

22,796

Capital allowances in excess of depreciation

(24,043

)

-

Depreciation in excess of capital allowances

-

141,426

Total tax charge

300,297

383,257

8.	TANGIBLE FIXED ASSETS

Short

Fixtures

leasehold

Plant and

and

improvements

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2024

-

2,308,611

257,262

2,565,873

Additions

8,483

660,898

160,945

830,326

Disposals

-

-

(10,344

)

(10,344

)

At 31 December 2024

8,483

2,969,509

407,863

3,385,855

DEPRECIATION

At 1 January 2024

-

1,428,717

210,264

1,638,981

Charge for year

1,059

687,681

36,933

725,673

At 31 December 2024

1,059

2,116,398

247,197

2,364,654

NET BOOK VALUE

At 31 December 2024

7,424

853,111

160,666

1,021,201

At 31 December 2023

-

879,894

46,998

926,892

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

1,500,336

1,701,788

VAT

87,467

89,219

Prepayments and accrued income

3,580,815

1,021,313

5,168,618

2,812,320

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

161,071

130,800

Corporation tax

59,975

171,386

Accrued expenses

4,124,685

1,640,063

4,345,731

1,942,249

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Between one and five years

3,305,303

-

12.	FINANCIAL INSTRUMENTS

2024

2023

£

£

Carrying amount of financial assets

Debt instruments measured at amortised cost

3,573,552

1,021,313

Carrying amount of financial liabilities

Measured at amortised cost

4,340,365

1,942,249

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

£1

1

1