Introduction

The directors present the strategic report for the year ended 31 December 2025.

Magmatic Games Ltd (the “Company”) is a wholly owned UK subsidiary of Ruby Road Limited ("Ruby Road") that is a wholly owned subsidiary of Moon Active Limited (the “Ultimate Parent Company”), a leading global games development company based in Israel. The Company was the developer of the mobile game Travel Town, and in August 2021, Ruby Road acquired the Company. Following the acquisition, the Company’s legacy IP from prior to the acquisition is licensed to the Ultimate Parent Company in exchange for royalties for a period ending in 2026. The total amount of royalties paid was $190 million. The Company’s principal activity is the provision of Sales & Marketing, General & Administrative, and Research & Development support services to its Ultimate Parent Company. These services are rendered under an arms length arrangement, ensuring a stable operating model that supports the strategic goals of the wider group.

This strategic report has been prepared in accordance with Section 414C of the Companies Act 2006 and provides a fair review of the business, principal risks and uncertainties, and financial performance indicators.

During the financial year ended 31 December 2025, the Company continued to perform its role as a support and service centre for its Ultimate Parent Company. Operations remained stable and were focused on enhancing support.

Revenue is derived entirely from the royalties as mentioned above and from group recharges under a cost-plus agreement, whereby direct and indirect costs are reimbursed with a fixed mark-up. This model ensures predictable cash flow and limits exposure to market volatility.

The Company reported a turnover of $68,232,160 (2024: $71,499,105) and an operating profit of $67,108,953 (2024: $58,220,081).

Although the Company operates under a cost-plus model, mitigating direct commercial risk, several operational and structural risk remain:

• Group Dependency: The Company relies on its Ultimate Parent Company for revenue. Any adverse financial, strategic, or operational developments at group level may impact service demand.

Mitigation strategies are in place, including internal controls, and group compliance frameworks.

Our KPIs include:

• Operating margin of 98.4% (2024 - 81.4%)

• Headcount of 4 (2024 - 8)

The directors recognise that the long-term success of the business depends on effectively delivering high-quality services to our Ultimate Parent Company, while responsibly engaging with all core stakeholders including regulatory authorities and our Ultimate Parent Company. In accordance with Section 172 of the Companies Act 2006, the directors have acted in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, taking into account the impact of decisions on broader stakeholder groups.

The Company operates as an intra-group services provider, delivering software research and development and engineering services to its Ultimate Parent Company on a cost-plus basis. Consequently, the Board’s decision-making process focuses on delivering high standard R&D outputs, managing corporate transfer pricing frameworks, and maintaining strict data protection, IP security, and corporate governance standards. Further details regarding operational and technical risk management are provided in the Principal Risks and Uncertainties section of this report.

During the year, the Board's key decisions included matters relating to maintaining compliance with transfer pricing and data security requirements. In making these decisions, the directors considered the impact on the quality and continuity of services provided to the Ultimate Parent Company, relationships with key suppliers and the long-term sustainability of the business. The directors believe that these decisions support the long-term success of the Company and its contribution to the wider group.

Stakeholder engagement

The directors regularly evaluate the impact of Board decisions on key stakeholders to ensure long-term value creation and operational resilience. The table below outlines our key stakeholder groups and how we engage with them:

On behalf of the board

The directors present their annual report and audited financial statements for the year ended 31 December 2025.

The principal activities of the company continued to be that of receipt of royalty income for licensing of software games, as well as providing software development to its ultimate parent undertaking, Moon Active Limited.

The results for the year are set out on page 9.

Ordinary dividends of $50,396,345 (2024: $40,650,525) were declared and paid during the year.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

There have been no significant events affecting the Company since the year end.

Our KPI’s and looking forward to 2026 and beyond, are to control costs, improve delivery and reduce overheads and costs to provide more efficient services to Moon Active Limited.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has consumed 40,000 kWh or less of energy during this reporting period (including gas, electricity, and transport fuel). Therefore, the Company qualifies as a low energy user under the Streamlined Energy and Carbon Reporting (SECR) regulations and is exempt from providing detailed energy and carbon information in the Directors' Report.

The directors are responsible for preparing the annual 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

The strategic report contains a business review which provides information of the development of the company's business during the year, together with details of the risks and uncertainties that affect the company's business.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Qualified Opinion

We have audited the financial statements of Magmatic Games Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the statement of financial position and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 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 qualified opinion

The financial statements do not include a share based payment charge as required by FRS 102, nor do the financial statements include all of the various disclosures required by FRS 102 in respect of share options issued by the company’s ultimate parent undertaking to employees of this company. Due to the lack of information concerning the valuation of the share options granted, it is impracticable to quantify the financial effects of this departure from FRS 102, as well as any consequential impact on deferred tax.

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 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 qualified 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.

In relation to the other information, we have considered the impact of the matter described in the Basis for Qualified Opinion. As the financial effects of the omitted share-based payment charge and related disclosures have not been quantified, we are unable to determine whether the other information is materially misstated in this respect. We have nothing further to report in relation to the other information.

Opinions on other matters prescribed by the Companies Act 2006

Except for the matter described in the Basis for Qualified Opinion section of our report, in our opinion, based on the work undertaken in the course of our 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.

Except for the matter described in the Basis for Qualified Opinion section of our report, 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.

As explained more fully in the directors' responsibilities statement, 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.

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:

• Enquiring of management around actual and potential litigation and claims;

• Enquiring of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

• Reviewing minutes of meetings of those charged with governance;

• Reviewing financial statement disclosures and testing to supporting documentation with applicable laws and regulations;

• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

• Reviewing the general ledger in detail for all transactions with related parties;

• Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The notes on pages 11 to 19 form part of these financial statements.

The notes on pages 11 to 19 form part of these financial statements.

Magmatic Games Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor 8 Bridle Close, Kingston Upon Thames, Surrey, KT1 2JW.

The principal activities of the company continued to be that of receipt of royalty income for licensing of software games, as well as providing software development to its ultimate parent undertaking, Moon Active Limited.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

This information is included in the consolidated financial statements of Ruby Road Limited as at 31 December 2025 and these financial statements may be obtained from 1st Floor, 8 Bridle Close, Kingston Upon Thames, KT1 2JW.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the Company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method.

Research expenditure is written off against profits in the year in which it is incurred.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the Statement of Income and Retained Earnings, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.

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 the Statement of Income and Retained Earnings.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Income and Retained Earnings over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting 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 the Statement of Income and Retained Earnings over the remaining vesting period.

The Company's functional and presentational currency is US Dollars.

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. Nonmonetary 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 Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Income and Retained Earnings within 'other operating income'.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

An analysis of the company's turnover is as follows:

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as they are disclosed in the consolidated financial statements of the parent company.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may affect future tax charges

There were no factors that may effect future tax charges.

Amounts owed by group undertakings include $10,125,253 (2024: $21,584,028) receivable from the parent entity that bears interest at an average of 4.28% (2024: 4.38%) and is repayable on demand.

The remainder of amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed to group undertakings are interest free and repayable on demand.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions totalling $2,459 (2024 - $NIL) were payable to the fund at the balance sheet date.

Certain employees were granted unapproved share options over Ordinary shares of NIS0.0001 of the ultimate parent undertaking, Moon Active Limited, a Company incorporated in Israel.

No options were granted over Ordinary shares during the current or prior year. None of the options were exercised or lapsed in either year and there were 67,432 options outstanding as at 31 December 2025 (2024: 67,432) over shares in Moon Active Limited.

The share options vest over 4 years under the terms set out in the Moon Active Limited 2019 Share Incentive Plan.

No charge relating to the option scheme has been included in these financial statements.

The Company has 30,145,838,944 (2024: 30,145,838,944) ordinary shares of £0.0000001 each and 24,368,208,574 (2024: 24,368,208,574) preference shares of £0.0000001 each in issue and fully paid.

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

The capital redemption reserve represents the total value of shares re-purchased.

The profit and loss account represents total undistributed profits less losses.

The Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.

The Company has incurred expenses of $1,558 (2024: $2,401) with a company with a director in common during the year.

The immediate parent undertaking is Ruby Road Limited, a company registered in England and Wales.

The ultimate parent undertaking is Moon Active Limited, a company registered in Israel. Moon Active Limited prepares consolidated financial statements.