OPENTABLE_INTERNATIONAL_L

OPENTABLE INTERNATIONAL LIMITED

Strategic report

For the year ended 31 December 2024

Introduction

The directors present their report and the audited financial statements of OpenTable International Limited (“the Company”) for the year ended 31 December 2024.

Principal activities and review of the business

The principal activity of the Company during the year was the provision of distribution activities in the UK, including sales and marketing activities across the EMEA region and business support services.

In addition, the Company performs certain contract research and development activities, as well as management services for OpenTable Inc., the indirect parent company, and receives service revenue under this arrangement.

The OpenTable Group, headed by OpenTable Inc. (referred to as the “Group”), reviews the subsidiary's key performance indicators to measure overall performance of the business. This is focused on revenue and EBITDA performance, being indicators of volume and profitability for the business.

The Company results for the year ended in a profit, before taxation, amounting to £1,736,806 compared to a profit, before taxation, in 2023 amounting to £2,430,693. The decrease in revenue, along with increase in costs, has resulted in the decrease in profit before tax for 2024.

The Company has an equity position of £4,516,241 compared to equity of £7,313,907 in 2023. The movement in the year has been driven by the profit for the year, offset by the movement on share-based payment related transactions.

Principal risks and uncertainties

The directors consider that the principal risks and uncertainties faced by the Company are as follows:

Economic uncertainty

There continues to be a challenging global economic climate. Inflation rates have increased through 2025, up to 3.6% in June 2025 from 2.5% in December 2024. This continues to put pressure on consumers and casts doubt around consumer behaviour and their discretionary spending. The impact on the Company's subsidiaries, and therefore the Company, remains uncertain.

Cybersecurity

Cyberattacks and system vulnerabilities could lead to service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position. If our systems cannot be expanded to cope with increased demand or fail to perform, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new services, any of which could impair our reputation, damage our brands, and materially and adversely affect our results of operations. Further, as an online business, we are dependent on the internet and maintaining connectivity between ourselves and consumers, sources of internet traffic, such as Google, and our service providers. As consumers increasingly turn to mobile and other smart devices, we also become dependent on consumers' access to the internet through mobile carriers and their systems. Disruptions in internet access, especially if widespread or prolonged, could materially adversely affect our business and results of operations. We have taken and continue to take steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.

OPENTABLE INTERNATIONAL LIMITED

Strategic report (continued)

For the year ended 31 December 2024

Future developments

The Company will continue to invest in new opportunities to facilitate growth across its range of websites and applications (‘apps'). Booking Holdings Inc. will continue to have sole control over the Company and may opt to alter the strategic direction of the Company in the future.

Financial key performance indicators

Revenue indicates the volume of business and performance of the OpenTable Group and is one of the strongest indicators of growth. For the financial performance of the Company in the year ended 31 December 2024, revenue decreased by 1% to £31,447,079 (2023: £31,772,431). The decrease has been driven by decreases in covers and other revenue offset by an increase in subscription revenue. The future target of this KPI is an increase on the prior year.

Earnings before interest, tax, depreciation and amortisation (‘EBITDA') is a powerful indicator of profitability, thus selected as one of the Company's key performance indicators. EBITDA decreased by 25.6% from £2,553,071 in 2023 to £1,898,911. The movement between periods reflects decreased Revenue as well as an increase in Administration Expenses. The future target is to improve EBITDA.

2024

2023

Profit before taxation

1,736,806

2,430,693

Interest receivable and similar income

(148,211)

(172,968)

Depreciation and amortisation

310,316

295,346

EBITDA

1,898,911

2,553,071

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

.................................................

John Longstreet

Director

Date: 29 September 2025

OPENTABLE INTERNATIONAL LIMITED

Directors' report

For the year ended 31 December 2024

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

Principal activity

In addition, the Company performs certain contract research and development activities, as well as management services for OpenTable Inc., indirect parent company, and receives service revenue under this arrangement.

Results and dividends

The profit for the year, after taxation, amounted to £1,562,342 (2023: £1,921,097).

No dividend was paid during the year (2023: £Nil). The board of directors do not intend to propose to the Annual General Meeting of the Company any dividend to be paid based on the balance sheet to be adopted for the financial year ended 31 December 2024.

Directors

The directors who served during the year and up to the date of signing the financial statements are:

Daniel Stephen Hafner (resigned 16 May 2025)

Peer Bueller (resigned 16 May 2025)

Lea Marie Stadler (appointed 3 June 2025)

John Longstreet (appointed 21 May 2025)

Debby Soo

Susana Alves D'Emic

Research and development activities

The Company invests in the development of new capabilities including real time booking systems and platforms, and methods for handling the complexities associated with high volumes of data and integrating different data systems. With an internal Technology Team composed of highly experienced software engineers and technologists, OpenTable relies on research and development in order to advance the science and technology and stay at the forefront of this fast-moving industry.

Financial risk management objectives and policies

The directors have identified the following areas of risk:

Financial risk

The Company's international presence exposes it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, credit risks, liquidity and interest rates. The Company manages the impact of exchange rate fluctuations on transactions by keeping contracts in the functional currency to limit foreign currency exposure to help mitigate this risk.

Credit risk

The Company's principal financial assets are bank balances and cash, trade and intercompany receivables. The Company's credit risk is primarily attributable to its intercompany receivable balances and customer receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. This risk is assessed as low in relation to intercompany receivable balances. An allowance for doubtful debt is made where there is a risk that the outstanding balance will not be received.

OPENTABLE INTERNATIONAL LIMITED

Directors' report (continued)

For the year ended 31 December 2024

Financial risk management objectives and policies (continued)

Credit risk (continued)

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

The Company held payables to other group companies and third parties as of 31 December 2024 and therefore must consider liquidity risk. The Company ensures that it has sufficient funds available for continuing operations through review of its cash and also through appropriate consideration of the credit facilities accessible to it with third parties.

Qualifying third party indemnity provisions

Qualifying third party provisions (as defined in section 234 of the Companies Act 2006) were in force for the benefit of the directors, including Directors of the parent company, during the year as well as at the date of approval of the financial statements.

Matters covered in the strategic report

The business review, key and other performance indicators details of the Company's principal risks and uncertainties identified by directors and future developments are listed in the strategic report on pages 1 - 2.

Going concern

The financial statements have been prepared on a going concern basis. After making appropriate enquiries, including those appropriate to assessing the impact of the global and local economic climate on the business, the directors have a reasonable expectation that the Company has adequate resources in order to be able to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of the financial statements.

The Company is one of the most important operating entities outside of the US for Booking Holdings Inc Group and its subsidiaries (“the Group”) and therefore of strategic importance to the Group. The Company has therefore secured a letter of support from Booking Holdings Inc, the ultimate parent company. The directors have assessed the cash flow forecasts of Booking Holdings Inc. and are satisfied that the Group has sufficient cash resources to support The Company for a period not less than 12 months from the date of approval of the financial statements.

Taking these considerations into account, the directors have a reasonable expectation that the Company has access to adequate resources in order to be able to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing these financial statements.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

OPENTABLE INTERNATIONAL LIMITED

Directors' report (continued)

For the year ended 31 December 2024

Auditors

The auditors, Deloitte LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

.........................................

John Longstreet

Director

Date: 29 September 2025

OPENTABLE INTERNATIONAL LIMITED

Directors' responsibilities statement

For the year ended 31 December 2024

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), including FRS 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 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.

OPENTABLE INTERNATIONAL LIMITED

Independent Auditor's Report to the Members of OpenTable International Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of OpenTable International Limited (the ‘company'):

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, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

the statement of comprehensive income;

the statement of financial position;

the statement of changes in equity;

the related notes 1 to 21.

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).

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 UK, including the Financial Reporting Council's (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 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.

OPENTABLE INTERNATIONAL LIMITED

Independent Auditor's Report to the Members of OpenTable International Limited

Report on the audit of the financial statements (continued)

Other information (continued)

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.

Responsibilities of directors

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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act, UK Pension Legislations and Tax Legislations; and

do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included health and safety regulations, employment law and general data protection regulations.

OPENTABLE INTERNATIONAL LIMITED

Independent Auditor's Report to the Members of OpenTable International Limited

Report on the audit of the financial statements (continued)

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We discussed among the audit engagement team including relevant internal specialists such as IT and analytics specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance and enquiries with management on any correspondence with HMRC.

Report on other legal and regulatory requirements

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 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.

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 any material misstatements in the strategic report or the directors' report.

OPENTABLE INTERNATIONAL LIMITED

Independent Auditor's Report to the Members of OpenTable International Limited

Report on the audit of the financial statements (continued)

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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.

Sally Smith (Senior Statutory Auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Cambridge, United Kingdom

Date: 29 September 2025

OPENTABLE INTERNATIONAL LIMITED

Statement of comprehensive income

For the year ended 31 December 2024

2024

2023

Note

Turnover

31,447,079

31,772,431

Cost of sales

(49,030)

(155,166)

Gross profit

31,398,049

31,617,265

Administrative expenses

(29,809,454)

(29,359,540)

Operating profit

1,588,595

2,257,725

Interest receivable and similar income

148,211

172,968

Profit before taxation

1,736,806

2,430,693

Tax on profit

(174,464)

(509,596)

Profit for the financial year

1,562,342

1,921,097

There was no other comprehensive income for 2024 (2023: £Nil).

All of the profit for the period are attributable to the owners of the Parent Company.

The notes on pages 14 to 27 form an integral part of these financial statements.

OPENTABLE INTERNATIONAL LIMITED

Statement of financial position

As at 31 December 2024

2024

2023

Note

Fixed assets

Tangible assets

408,729

422,781

408,729

422,781

Current assets

Debtors

12,909,880

13,312,785

Cash at bank and in hand

1,145,497

1,623,267

14,055,377

14,936,052

Creditors: Amounts falling due within one year

(9,569,324)

(7,668,920)

Net current assets

4,486,053

7,267,132

Total assets less current liabilities

4,894,782

7,689,913

Provision for liabilities

(378,541)

(376,006)

Net assets

4,516,241

7,313,907

Capital and reserves

Called up share capital

318

Share premium account

2,560,782

Profit and loss account

1,955,141

4,752,807

Total equity

4,516,241

7,313,907

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

.........................................

John Longstreet

Director

Date: 29 September 2025

Registered number: 03914016

The notes on pages 14 to 27 form an integral part of these financial statements.

OPENTABLE INTERNATIONAL LIMITED

Statement of changes in equity

For the year ended 31 December 2024

Called up

Share premium account

Profit and loss account

share capital

Total equity

At 1 January 2023

318

2,560,782

3,356,861

5,917,961

Comprehensive income

for the year

Profit for the year

1,921,097

Total comprehensive income for the year

1,921,097

Equity-settled-share-based payment transactions

(525,151)

At 1 January 2024

318

2,560,782

4,752,807

7,313,907

Comprehensive income

for the year

Profit for the year

1,562,342

Total comprehensive income for the year

1,562,342

Equity-settled-share-based payment transactions

(4,360,008)

At 31 December 2024

318

2,560,782

1,955,141

4,516,241

The notes on pages 14 to 27 form an integral part of these financial statements.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements

For the year ended 31 December 2024

General information

OpenTable International Limited (‘the Company') is a private company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England. The address of the Company's registered office is shown on the company information page.

The principal activities of the Company and nature of its operations are set out in the strategic report on pages 1-2.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and the Republic of Ireland” and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The functional currency of the Company is pounds sterling because that is the currency of the primary economic environment in which the Company operates. Pounds sterling is also the presentation currency used in the financial statements. All amounts in the financial statements have been rounded to the nearest £1.

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company's ultimate parent undertaking Booking Holdings Inc., includes the Company in its consolidated financial statements. The consolidated financial statements of Booking Holdings Inc. are prepared in accordance with Generally Accepted Accounting Principles in the United States of America and are available to the public. This is the smallest and largest group in which the results of the Company are consolidated.

The Company meets the criteria to be a qualifying entity under FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and therefore, has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

• the requirements of Section 7 Statement of Cash Flows;

• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

• the requirements of Section 33 Related Party Disclosures paragraph 33.7; and

• the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23.

• the requirements of Section 29 Income Tax related to Pillar Two Income Tax paragraphs 29.2B, 29.12A, 29.26(g), 29.28 and 29.29

This information is included in the consolidated financial statements of Booking Holdings Inc. as at 31 December 2024 and these financial statements may be obtained from 1521 Concord Pike, Suite 201, Wilmington, Delaware, 19803, United States.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.3

Going concern

The Company is one of the most important operating entities outside of the US for Booking Holdings Inc Group and its subsidiaries (“the Group”) and therefore of strategic importance to the Group. The Company has therefore secured a letter of support from Booking Holdings Inc, the ultimate parent company. The directors have assessed the cash flow forecasts of Booking Holdings Inc. and are satisfied that the Group has sufficient cash resources to support OpenTable International Limited for a period not less than 12 months from the date of approval of the financial statements.

2.4

Foreign currency

Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.

Foreign exchange differences arising on revaluation are recognised in the statement of comprehensive income as administrative expenses.

2.5

Fixed assets

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.

Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease.

The Company assesses at each reporting date whether tangible fixed assets (including those leased under a finance lease) are impaired.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.5

Fixed assets (continued)

The estimated useful lives range as follows:

Fixtures, fittings, tools and equipment

- 3-5 years

Computer equipment

- 1-3 years

Servers

- 3 years

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount at the date of disposal and are recognised in the statement of comprehensive income under administrative expenses along with depreciation.

2.6

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 the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation and are measured at the best estimate at the statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the statement of financial position.

2.8

Turnover

Subscription revenues are recognised on a straight-line basis during the contractual period over which the service is delivered. Reservation revenues (or per-seated diner fees) are recognised on a transaction-by-transaction basis, as diners are seated by restaurant customers. Installation revenues are recognised when the service is delivered. Intercompany revenues are recognised in conjunction with the recognition of the related revenues and expenses.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

Amounts that have been invoiced are recorded in accounts receivable and in revenues, depending on whether the revenue recognition criteria have been met.

2.8

Turnover (continued)

The Company often enters into transactions involving a range of the Company's products and services. In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Turnover arises primarily in the United Kingdom.

Dining Rewards Programme

The Company operates a rewards scheme whereby dining points are earned by diners when they make a restaurant reservation using OpenTable's platforms. When a certain number of dining points are obtained, the diner can redeem these dining points for a reward. The diner redeems dining points for a gift card from a participating retailer.

Dining points are considered as consideration payable to a customer and therefore results in a variable consideration. The estimated value of this consideration is recorded as contra-revenue when the points are earned by the diner and deferred on the balance sheet as a contract liability until such point as the performance obligation is met. For dining cheques, the performance obligation is met when the cheque is redeemed at a restaurant. For gift cards, the performance obligation is met at the point the gift card is issued.

The variable consideration is an estimate based on the historical patterns of redemptions. The variable consideration is estimated when the points are earned by the diner (i.e. at the inception of the contract) and remains consistent throughout the contract.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.10

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.10

Financial instruments (continued)

Financial assets that are 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 statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a 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.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Trade and other creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans,

are measured initially at fair value, net of transaction costs, and are treasured subsequently at amortized cost

using the effective interest method.

2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the statement of comprehensive income 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.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.12

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;

•

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 reporting date.

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

2.13

Share-based payments

The Company grants to its employees' rights to equity instruments of Booking Holdings Inc. its ultimate parent company. The required disclosures are included in the Booking Holdings Inc., consolidated financial statements which are located at https://ir.bookingholdings.com/financial-information/sec-filings.

Equity-settled-share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period. This is based on the Company's estimate of the shares or share options that will eventually vest which considers all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

The Company reimburses Booking Holdings Inc., via OpenTable Inc., for share-based payments provided to its employees pursuant to reimbursement agreements. Share-based payments are reimbursed based on its fair value at the date of vesting and recorded in the ‘Profit and loss' account in the Statement of financial position and shown as ‘Equity-settled-share-based payment transactions' in the Company's Statement of Changes in Equity.

2.14

Interest receivable and similar income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company's accounting policies disclosed in note 2, 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.

Critical accounting judgements

The estimates and associated assumptions are based on historical experience and other factors that are 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 change takes place if that revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

During the year no critical judgements, estimates or assumptions that have had significant impact on the carrying value of the assets and liabilities have been recognised in the financial statements. There are however key sources of estimation uncertainty that are detailed below.

Key sources of estimation uncertainty

Dining incentive programme

Turnover

An analysis of turnover by nature is as follows:

2024

2023

Restaurant reservation

21,126,972

21,520,798

Subscriptions

10,045,497

9,018,644

Others

274,610

1,232,989

31,447,079

31,772,431

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Turnover (continued)

An analysis of turnover by geographical market is as follows:

2024

2023

United Kingdom

25,883,127

26,455,478

Ireland

3,136,582

3,025,210

Rest of World

2,427,370

2,291,743

31,447,079

31,722,431

Operating profit

The operating profit is stated after charging:

2024

2023

Research & development costs

5,059,105

6,699,693

Depreciation and amortisation

310,316

295,346

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

161,055

152,748

Difference on foreign exchange

93,029

(60,145)

Operational lease rental - office

930,906

658,307

Operational lease rentals - equipment rental

11,766

Loss on disposal of fixed assets

(5,446)

(81,642)

There are no non-audit fees for the year ended 31 December 2024 (2023: £Nil).

Directors' remuneration

Director's emoluments are borne by other OpenTable Inc. Group companies and the directors received no remuneration in respect of their qualifying services to this entity. Directors are considered to be the key management personnel.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Staff costs

Staff costs were as follows:

2024

2023

Wages and salaries

15,602,696

15,285,923

Social security costs

2,232,842

2,309,188

Other pension costs

648,026

577,820

Share-based payment expenses

1,668,357

1,532,981

20,151,921

19,705,912

Wages and salaries include costs of £254,046 (2023: £563,967) relating to severance payments.

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

2024

2023

No.

Administration and Finance

Information Technology

Operations

Sales and Marketing

185

184

Interest receivable and similar income

2024

2023

Interest receivable

148,211

172,968

Tax on profit

2024

2023

Corporation tax

UK corporation tax on profits for the period

66,139

Group relief in respect of previous periods

174,031

Group relief in respect of the current period

399,213

Adjustment in respect of previous periods

105

(68,889)

Total current tax

66,244

504,355

Deferred tax

Origination and reversal of timing differences

107,505

61,449

Adjustment in respect of previous years

715

(60,073)

Effect of changes in tax rates

3,865

Total deferred tax

108,220

5,241

Taxation on profit

174,464

509,596

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

Tax on profit (continued)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 23.52%. The differences are explained below:

2024

2023

Profit before tax

1,736,806

2,430,693

Profit multiplied by standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)

434,201

571,699

Effects of:

Expenses not deductible for tax purposes

12,130

11,541

Income not taxable

(1,660)

Tax rate changes

3,865

Share-based timing differences

(272,687)

(120,918)

Adjustment to tax charges in respect of previous years

820

45,069

Total tax charge for the year

174,464

509,596

10.

Tangible assets

Fixtures, fittings, tools and equipment

Assets in progress

Computer equipment

Servers

Total

Cost

At 1 January 2024

5,664

1,124,730

528,852

1,659,246

Additions

31,451

58,533

211,727

301,711

Disposals

(5,664)

(22,840)

(136,643)

(165,147)

At 31 December 2024

58,533

1,133,341

603,936

1,795,810

Depreciation

At 1 January 2024

5,664

954,462

276,339

1,236,465

Charge for the year

107,112

203,204

310,316

Disposals

(5,664)

(12,311)

(141,725)

(159,700)

At 31 December 2024

1,049,263

337,818

1,387,081

Net book value

At 31 December 2024

58,533

84,078

266,118

408,729

At 31 December 2023

170,268

252,513

422,781

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

11.

Debtors

2024

2023

Deferred taxation

471,033

579,253

Trade debtors

5,497,216

5,076,633

Amounts owed by group undertakings

3,519,704

4,365,253

Other debtors

8,397

14,518

Corporation tax receivable

819,399

1,085,377

Prepayments and other debtors

811,514

409,134

Amounts owed by immediate parent company

1,782,617

12,909,880

13,312,785

Amounts owed by group undertaking are interest free, unsecured and repayable within one year, apart from £701,941 (2023: £3,109,531) which is long term in nature and is entitled to receive interest equivalent to market rate during the year.

12.

Deferred taxation

2024

2023

At beginning of year

579,253

584,494

Debited to income statement

(107,505)

(5,241)

Adjustment in respect of prior years

(715)

471,033

579,253

At end of year

Deferred tax assets and liabilities are offset only where the Company has a legally enforceable right to do so and where the assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or another entity within the group.

2024

2023

Fixed asset timing differences

270,071

346,314

Short term timing differences

200,962

232,939

471,033

579,253

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

12.

Deferred taxation (continued)

2024

2023

Recoverable within 12 months

471,033

579,253

471,033

579,253

The deferred tax asset expected to reverse in 2025 is £471,033, which relates to deferred tax recognised on short term timing differences and fixed asset timing differences.

13.

Cash at bank and in hand

2024

2023

Cash at bank and in hand

1,145,497

1,623,267

14.

Creditors: Amounts falling due within one year

2024

2023

Trade creditors

313,331

94,522

Amounts owed to group undertakings

2,488,913

843,414

Deferred income

13,885

10,184

Other creditors

397,542

348,062

Contract liabilities

571,896

508,857

Accruals

4,606,470

4,641,622

Other taxation and social security

1,177,287

1,222,259

9,569,324

7,668,920

Trade creditors are payable at various dates in the coming months in accordance with the suppliers' usual and customary terms. Amounts owed to group undertakings in the current year are interest free, unsecured and repayable within one year.

15.

Provisions for liabilities

Dilapidation provisions

These provisions are in connection with the Company's office lease. At the end of the lease term, the Company is required to ‘make good' the office space. This provision has been calculated based on the square footage of the office and estimated costs to return the office to its original condition.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

15.

Provisions for liabilities (continued)

The movement in provision for liabilities during the year was:

Dilapidation provisions

At 1 January 2024

376,006

New provisions during the year

2,535

Utilised provisions

At 31 December 2024

378,541

16.

Called up share capital

2024

2023

Allotted, called up and fully paid

318 (2023: 318) ordinary shares of £1.00 each

318

The ordinary shares offer no right to fixed income.

17.

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 £648,026 (2023: £577,820). Contributions totalling £105,577

(2023: £102,254) were payable to the fund at the balance sheet date and are included in accruals.

Obligations under operating lease

18.

Future minimum lease payments under non-cancellable operating leases for land and buildings are as follows:

2024

2023

Within one year

450,000

900,000

450,000

In two to five years

450,000

1,350,000

19.

Related party transactions

The Company has taken advantage of section 33, paragraph 33.1A, of FRS 102 whereby disclosure need not be given for transactions entered between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

OPENTABLE INTERNATIONAL LIMITED

Notes to the financial statements (continued)

For the year ended 31 December 2024

20.

Relationship between entity and parents

The Company's immediate parent company is TopTable Holdings Limited, (registered office at Alphabeta Building, 14-18 Finsbury Square, London, United Kingdom, EC2A 1AH) a company incorporated in the United Kingdom. The Company's ultimate parent undertaking and controlling party is Booking Holdings Inc., a company incorporated in the United States of America, whose principal and registered office is, and whose financial statements can be obtained at 1521 Concord Pike Suite 201, Wilmington, Delaware, 06854, United States. This is both the smallest and largest group in which the results of the Company are consolidated.

21. Subsequent events

No subsequent events to note.