OpenTable_UK_Holding_Limi

OpenTable UK Holding Limited

Strategic report

For the year ended 31 December 2024

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

Principal activities and review of the business

The principal activity of the Company is to act as a holding company for the OpenTable group of companies based in the United Kingdom and Australia. The principal activity of the subsidiary Companies during the year was the provision of distribution activities, including sales and marketing activities and business support services. In addition, a subsidiary entity also 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.

The Company results for the year ended in a profit before taxation amounting to $27 compared to a loss before taxation in 2023 amounting to $88.

The Company has a net asset position of $24,784,128 in 2024, compared to a net asset position of $24,784,101 for the year ended 31 December 2023.

Section 172(1) statement

The directors have acted in the 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, having regard to its stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2024.

As an investment holding company, the company does not have employees, customers, suppliers or operations. The directors have identified the ultimate parent company, Booking Holdings Inc. (“the Group”), as the key stakeholder. The directors have considered the long-term impact to the Company and its shareholders of each major corporate action and decision in 2024.

The Company's shareholders are consulted on an as needed basis, on significant matters including funding decisions, investment strategy and compliance with Group policies with the aim of maximising investment returns for the benefit of its shareholders and ensuring that its subsidiaries maintain high standards of business conduct and governance.

Any investment decision taken will be aligned to the strategy of the Group and be made in the best interests of the shareholders. The performance of the Company's investments is monitored regularly.

Principal risks and uncertainties

The principal risk of the Company is the financial position of the subsidiary companies. The subsidiary companies are in an adequate financial position, and the transfer pricing arrangements of the subsidiary companies ensure that the risks to stakeholders are minimised.

Economic uncertainty

There continues to be a challenging global economic climate despite the UK inflation rate stabilizing at 3.8% as of September 2025 and interest rates being reduced to 4% during August 2025. This continues to put pressure on consumers and casts doubt around consumer behavior and their discretionary spending. The impact on the Company's subsidiaries, and therefore the Company, remains uncertain.

Future developments

The Company will continue operating as a holding company to its subsidiaries. Booking Holdings Inc., the ultimate parent company, will continue to have sole control over the Company and may opt to alter the strategic direction of the Company in the future.

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OpenTable UK Holding Limited

Strategic report (continued)

For the year ended 31 December 2024

Financial key performance indicators

The Company is a holding company for the OpenTable group of companies based in UK and Australia, thus value of investment is a good indicator of the Company's performance. For the financial performance of the Company in the year ended 31 December 2024, investments remained at $24,785,662 (2023: $24,785,662) with no impairment being identified at year-end (2023: £Nil) in either the direct investment in TopTable Holdings Limited or the indirect investments in OpenTable International Limited and OpenTable Australia Restaurants Pty Ltd.

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

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

John Longstreet

Director

Date: 29 September 2025

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OpenTable UK Holding Limited

Directors' report

For the year ended 31 December 2024

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

Principal activity

The principal activity of the Company is to act as a holding company for the OpenTable group of companies based in the United Kingdom and Australia. The principal activity of the subsidiary Company during the year was the provision of distribution activities, including sales and marketing activities and business support services. In addition, a subsidiary entity also 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 $27 (2023: loss of $88). The Company has a net asset position of $24,784,128 (2023: $24,784,101) at the year end.

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 statement of financial position to be adopted for the financial year ended 31 December 2024.

There have been no events subsequent to the period end which would require adjustment of or disclosure in the financial statements or notes.

Directors

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

Peer Bueller (resigned 16 May 2025)

Daniel Stephen Hafner (resigned 16 May 2025)

Lea Marie Stadler (appointed 29 May 2025)

John Longstreet (appointed 19 May 2025)

Debby Soo

Energy and carbon reporting

We have reported on all sources of GHG emissions and energy usage as required under The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended.

GHG emissions and energy usage

GHG emissions and energy usage data for the period 1 January 2024 to 31 December 2024.

As OpenTable UK Holdings is a holding company, no trading takes place in this Company. The disclosure below reflects the energy emissions and consumption of the indirect subsidiary, OpenTable International Limited, therefore representing the energy consumption in the United Kingdom (UK) for the OpenTable UK group as a whole:

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OpenTable UK Holding Limited

Directors' report (continued)

For the year ended 31 December 2024

Energy and carbon reporting (continued)

UK Energy consumption

tonnes of CO2e

2024

2023

Emissions from combustion of gas for heating purposes (Scope 1)

Emissions from purchased electricity (Scope 2)

Total emissions from Gas & electricity (tonnes of CO2e)

Energy consumption used to calculate emissions (kWh)

162,000

204,226

Intensity ratio: tonnes of CO2e per £1m of revenue

2024

2023

Amount (£m)

Revenue

Total GHG emissions (as per above) in tonnes of CO2e

GHG emissions per £1m of revenue

0.45

0.59

The Company's ultimate parent company, Booking Holdings Inc., reports energy and carbon emissions annually on a consolidated entity level. Through Booking Holdings emission reduction plan, we aim to reduce our operational emissions and manage unavoidable emissions in an efficient manner. In 2022, Booking Holdings committed to a net-zero target by 2040 in line with the Science-Based Targets initiative criteria for a 1.5°C future. Using 2019 as a baseline, they utilized the Science-Based Targets initiative (SBTi) criteria to develop near term targets of a 95% reduction of Scope 1 and 2 emissions as well as a 50% reduction in Scope 3 emissions by 2030 and net-zero target across all of Booking Holdings carbon footprint, including Booking Holdings Financial Services by 2040. These targets were validated by the Science-Based Targets initiative in 2024.

At the end of 2024, Booking Holdings reduced Scope 1 emissions, or the direct emissions from owned or controlled sources, and Scope 2 emissions, or the indirect emissions from the generation of purchased energy, by over 80% from the 2019 baseline. As well as reducing our Scope 3 emissions, or the indirect emissions generated within our supply chain, by over 20% from the 2019 baseline.

* The reduction in scope 2 emissions has been primarily due to our transition to 100% renewable electricity across our enterprise through the purchase of unbundled energy attribute certificates (EAC's) that matched our total electricity consumption for the year. We lease our office and therefore have few direct contracts with utility providers. As a result, unbundled EAC's are a credible way to ensure electricity is purchased from a renewable source.

Financial risk management objectives and policies

The Company's activities expose it to a number of financial risks.

Cash flow and liquidity risk

The Company held payables to other group companies 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 investment

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OpenTable UK Holding Limited

Directors' report (continued)

For the year ended 31 December 2024

Cash flow and liquidity risk (continued)

position and distributions to be made by its subsidiary and maintaining adequate intercompany funding by continuously monitoring forecast and actual cashflows.

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 subsidiary 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 as the Company has continued to be in a net asset position, albeit the statement of financial position shows the company to have net current liabilities due to intercompany liabilities.

The Company is the holding company to one of the most important operating entities outside of the US for Booking Holdings inc. and its subsidiaries (“the Group”) and therefore of strategic importance to the Group. The directors consider the Company's going concern status to be closely linked to OpenTable International Limited and OpenTable Australia Restaurants Pty Ltd (both indirect subsidiaries).

The subsidiaries' existence is fundamental to support the continuous existence of OpenTable UK Holding Limited. Hence, the Company has 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 it has sufficient cash resources to support OpenTable UK Holding Limited for a period not less than 12 months from the date of approval of the financial statements.

Taking these considerations into account, as well as assessing the impact of the global and local economic climate on the business, 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 auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

●

so far as the director is aware, there is no relevant audit information of which the Company's auditor 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 auditor 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.

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OpenTable UK Holding Limited

Directors' report (continued)

For the year ended 31 December 2024

Auditor

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

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OpenTable UK Holding 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 judgments and accounting estimates that are reasonable and prudent;

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

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OpenTable UK Holding Limited

Independent auditors' report to the members of OpenTable UK Holding Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of OpenTable UK Holding 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 income statement;

the statement of financial position;

the statement of changes in equity;

the related notes 1 to 13.

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.

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.

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OpenTable UK Holding Limited

Independent auditors' report to the members of OpenTable UK Holding Limited (continued)

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 and the directors 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 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.

We discussed among the audit engagement team 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.

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OpenTable UK Holding Limited

Independent auditors' report to the members of OpenTable UK Holding Limited (continued)

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.

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

Page 10

OpenTable UK Holding Limited

Statement of comprehensive income/(expense)

For the year ended 31 December 2024

2024

2023

Note

(88)

Finance income/(expense)

(88)

Profit/(loss) before tax

Taxation

(88)

Profit/(loss) for the financial year

There was no other comprehensive income/(expense) 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 21 form part of these financial statements.

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OpenTable UK Holding Limited

Statement of financial position

As at 31 December 2024

2024

2023

Note

Fixed assets

24,785,662

Investments

24,785,662

(1,561)

Creditors: amounts falling due within one year

(1,534)

(1,561)

(1,534)

Net current liabilities

24,784,128

24,784,101

Total assets less current liabilities

24,784,128

24,784,101

Net assets

Capital and reserves

Called up share capital

89,870,737

Share premium account

(65,086,611)

(65,086,638)

Profit and loss account

24,784,128

24,784,101

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

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

John Longstreet

Director

Date:

29 September 2025

Registered number: 07371210

The notes on pages 14 to 21 form part of these financial statements.

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OpenTable UK Holding Limited

Statement of changes in equity

For the year ended 31 December 2024

Share premium account

Called up share capital

Profit and loss account

Total equity

89,870,737

(65,086,550)

24,784,189

At 1 January 2023

Comprehensive expense for the year

(88)

Loss for the year

(88)

Total comprehensive expense for the year

89,870,737

(65,086,638)

24,784,101

At 31 December 2023

Comprehensive income for the year

Profit for the year

Total comprehensive income for the year

89,870,737

(65,086,611)

24,784,128

At 31 December 2024

The notes on pages 14 to 21 form part of these financial statements.

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OpenTable UK Holding Limited

Notes to the financial statements

For the year ended 31 December 2024

General information

OpenTable UK Holding 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 registered office is given on the Company's information page.

The principal activity of the Company is to act as a holding company for the OpenTable group of companies based in the United Kingdom and Australia. The principal activity of the subsidiary Companies during the year was the provision of distribution activities, including sales and marketing activities and business support services. In addition, a subsidiary entity also 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.

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 presentation currency of these financial statements is US dollars. All amounts in the financial statements have been rounded to the nearest US$1. The presentational and functional currency of these financial statements is USD as that is the currency in which the company was initially funded and there are no operational cashflows.

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).

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 available to the public and may be obtained from https://ir.bookingholdings.com/financial-information/sec-filings. Therefore the Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

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; and

the requirements of Section 33 Related Party Disclosures paragraph 33.7.

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, 06854, United States.

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

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OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.3

Going concern

2.4

Functional currency

As OpenTable UK Holding Limited is the holding company for the international investments of OpenTable, Inc. and primarily financed in US dollars, the Company has adopted the US dollar as its functional and presentation currency.

2.5

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 reporting 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 interest payable and similar expenses.

2.6

Investments

Investments are held at cost less impairment and at each reporting date, the company assesses whether the investment is impaired and if any indication exists, the company compares the recoverable amount with the carrying amount. Any impairment loss is recognised in the statement of comprehensive income.

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OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.7

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.

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 reporting date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.8

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 measured subsequently at amortised cost using the effective interest method.

2.9

Interest payable and similar charges

Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Taxation

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.

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OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Accounting policies (continued)

2.10 Taxation (continued)

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

Critical accounting judgments and key sources of estimation uncertainty

In the application of the accounting policies described in Note 2, the directors are required to make judgments, estimates and assumptions about the carrying amounts 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 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 the 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.

Auditor's remuneration

Auditor's remuneration in respect of the audit of the current year and prior period financial statements of OpenTable UK Holding Limited are borne by other entity undertakings, the amount of which totals $18,983 (2023: $19,036).

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

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OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Directors' remuneration

Directors' emoluments are borne by other OpenTable, Inc. group companies for their services performed and none of their remuneration was specifically attributable to their services to the Company. The Directors received no remuneration for their qualifying services for this entity.

Staff costs

The Company has no employees. (2023: no employees)

Finance income/(loss)

2024

2023

(88)

Foreign exchange gains/(losses)

Taxation

2024

2023

Tax charge

Adjustments in respect of prior periods

Deferred tax

Origination and reversal of timing differences

Total deferred tax

Taxation on loss

Page 18

OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Taxation (continued)

Factors affecting tax charge for the year

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

2024

2023

(88)

Profit/(Loss) before tax

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

(7)

(21)

Effects of:

Tax benefit surrendered to group member

Total tax charge for the year

As at 31 December 2024, the Company has £Nil (2023: £Nil) estimated trading losses available to offset against future trading profits. The UK Government announced as part of the Finance Act 2021, which received Royal Assent on 10 June 2021, that the main rate of corporation tax rate would be increased from 19% to 25% from 1 April 2023. This rate increase was reflected in the calculation of current tax in the current year and continues to be reflected in the calculation of deferred tax at the reporting date.

Investments

TopTable Holdings Limited

Total

Cost

At 1 January 2024

24,785,662

Additions

At 31 December 2024

24,785,662

Net book value

At 31 December 2024

24,785,662

At 31 December 2023

24,785,662

No impairment was recorded of the investment in the Company's subsidiary undertaking in TopTable Holdings Limited (registered office at Alphabeta Building, 14-18 Finsbury Square, London United Kingdom, EC2A 1AH) during 2024 (2023: $Nil) to reflect the net realisable value. The investment is recorded at cost price in the financial statements.

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OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

Investments (continued)

Subsidiary undertakings

The following are subsidiary undertakings of the Company:

Class of

Principal activity

Name

Registered office

Holding

Holding company

TopTable Holdings Limited

Alphabeta Building,
14-18 Finsbury Square,
London,
United Kingdom,
EC2A 1AH

Ordinary Shares

100%

Online restaurant reservations

Ordinary Shares

Alphabeta Building,
14-18 Finsbury Square,
London,
United Kingdom,
EC2A 1AH

100%

*OpenTable International Limited

*OpenTable Australia Restaurants Pty Ltd

Holding company

Level 22, 357 Collins
Street, Melbourne,
Victoria, Australia

Ordinary Shares

100%

*Analytical Systems Pty Ltd

Level 22, 357 Collins
Street, Melbourne,
Victoria, Australia

Online restaurant reservations

Ordinary Shares

100%

*Held by a subsidiary undertaking.

Page 21

OpenTable UK Holding Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

10.

Creditors: amounts falling due within one year

2024 2023

$ $

1,534

Amounts owed to group undertakings

1,561

______

1,534

1,561

______

These amounts pertain to intercompany payables that are unsecured and repayable on demand. There is no interest due on these amounts.

11.

Share capital

2024

2023

Allotted, called up and fully paid

202 (2023: 202) ordinary shares of £0.01 each

______

The ordinary shares offer no rights to fixed income.

12.

Related party transactions

The Company has taken advantage of section 33, paragraph 33.1A, of FRS 102 whereby disclosure need not be given of 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.

13.

Ultimate parent undertaking and controlling party

The Company's immediate parent company is OpenTable Inc. (registered office at 1 Montgomery St, Suite 500 San Francisco, CA 94104, United States), a company incorporated in the United States of America. 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.

Page 22