Annual Report and Financial Statements
Momondo Group Limited
For the year ended 31 December 2023
Registered number: 03914064
Momondo Group Limited
Company information
Directors
Daniel Stephen Hafner
Peer Bueller
Susana Alves D'Emic
Registered number
03914064
Registered office
Alphabeta Building
14-18 Finsbury Square
London
United Kingdom
EC2A 1AH
Independent Auditor
Deloitte LLP
Statutory Auditor
Cambridge
United Kingdom
Momondo Group Limited
Contents
Page(s)
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
8 - 11
Independent auditors' report
Statement of comprehensive income
12
Statement of financial position
13
Statement of changes in equity
14
15 - 24
Notes to the financial statements
Momondo Group Limited
Strategic report
For the year ended 31 December 2023
Introduction
The directors present their report and the audited financial statements of Momondo Group Limited (“the Company”) for the year ended 31 December 2023.
Principal activities and review of the business
Momondo Group Limited offers travel search engines that allow users to easily search and compare travel itineraries and prices, including airline tickets and hotels from hundreds of travel websites at once.
The Company results for the year is a profit, before taxation, amounting to £6.0m compared to £0.9m in 2022. The increase in sales reflects 2023 being the first full year of trading unimpacted by the COVID-19 pandemic, coupled with a return on marketing spend investment in 2022.
The Company's net assets increased from £50.8m in 2022 to £55.4m in 2023.
Principal risks and uncertainties
The directors consider that the principal risks and uncertainties faced by the Company are as follows:
Brand Name
We believe that maintaining and strengthening our brands are important aspects of our efforts to attract and retain users and customers. We intend to continue to invest resources in marketing and other brand building efforts to preserve and enhance user awareness. If we are unable to maintain or enhance user awareness and acceptance of our brand in a cost-effective manner, our business, market share, and results of operations may be adversely affected.
Competition
The Company faces risks in attracting new customers. This is driven by increasing website visitors, converting them into sales for our customers, and retaining existing users for repeat bookings. The directors manage competition through close attention to market research, technology platform updates and benchmarking competition.
Economic uncertainty
There continues to be a challenging global economic climate. Despite inflation rates dropping significantly to 2% in May 2024, in line with the government's target inflation rate, interest rates remained at 5.25% in July 2024. This continues to put pressure on users and casts doubt around user behaviour and their discretionary spending. Furthermore, during July 2024 a new government was elected, and this brings further uncertainty around their planned budget and fiscal policies. The impact on the Company's subsidiary and 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 users, sources of internet traffic, such as Google, and our travel service providers. As users increasingly turn to mobile and other smart devices, we also become dependent on users' 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.
1
Momondo Group Limited
Strategic report (continued)
For the year ended 31 December 2023
Future developments
The Company will continue operating as a travel company and to invest in new opportunities to facilitate growth across its range of websites and applications (‘apps'). Booking Holdings Inc., the ultimate parent company, will continue to have sole control over the Company.
Section 172 (1) Statement
Information on key stakeholders' relationship management
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 2023.
Momondo Group Limited's ("the Company") ultimate parent company is Booking Holdings Inc. ("Booking Holdings") and operationally is included within the KAYAK Group of companies ("KAYAK").
We are committed to conducting all of our business relationships fairly and with integrity. We seek to comply with all anti-bribery and corruption laws and have zero tolerance for any form of bribery and corruption. The Booking Holdings' Supplier Code of Conduct ensures that our values are also respected upstream in the supply chain and allows us to represent that we conduct business in the most respectful and transparent way. As such, we require that all of our Suppliers take all measures to reduce risk to our business by respecting all applicable laws, observing the highest ethical standards, and by meeting or exceeding the requirements established in the Supplier Code of Conduct.
The majority of the directors of the Company also form part of KAYAK's executive leadership team and lead KAYAK's business. In both their directorship and executive roles, the directors act in a way that they consider most likely to promote the success of the Company.
During the year, the executive leadership team received reports and presentations, participated in discussions and considered the impact of KAYAK's activities on its key stakeholders.
As part of the business review cycles to determine and align the strategy for KAYAK, the executive leadership team considered a number of factors such as customer, supplier, and product delivery context to inform the allocation of resources between different objectives.
From this, the executive leadership team considered resource allocation to enable objectives, cost/benefit analysis, and timelines of the strategic initiatives, before it decided upon the specific initiatives that formed the KAYAK strategy. From there, these were communicated out to the senior management teams who had more frequent meetings to make strategic decisions related to topical issues and the delivery of specific programmes of work. These strategic initiatives were then cascaded down to the rest of the business. Then, they were incorporated into the budgeting cycles to allow the preparation of budgets and forecasts for the coming periods against which actual performance was monitored.
The directors identified and considered the following as key stakeholders of the Company:
Customer relationships
The directors seek to ensure that the Company provides the best customer support, and that this is at the forefront of its business operations strategy. The KAYAK executive leadership team regularly reviews the reports on the Company's engagement with its customers.
Due to the nature of the Company's operations, Information Technology (IT) forms a crucial part of our business. There is a continuous focus on data ethics, IT security and compliance with global data protection regulations (including the UK Data Protection Act and General Data Protection Regulation).. The data ethics policy of the Company consists of comprehensive IT security policies and procedures. The IT team, with oversight from the Legal team, ensures that the Company remains compliant with applicable data protection regulations and ensures that any data breaches are reported to the relevant authorities as and when required.
2
Momondo Group Limited
Strategic report (continued)
For the year ended 31 December 2023
Section 172 (1) Statement (continued)
Supplier relationships
The directors treat the Company's suppliers as key business partners. The Company meets regularly with the representatives of these suppliers, maintaining strong relationships and discussing issues and opportunities together. The Company seeks regular feedback from its suppliers and reviews their feedback on a regular basis.
The business implements robust onboarding processes to ensure it conducts business with suppliers and partners that share the standards and values illustrated in Booking Holding's Supplier Code of Conduct.
Users
KAYAK's mission is to make it easier for everyone to experience the world. Emphasis is placed on the Company's website and app design, layout, and functionality. The Company works to ensure that the end-user experience is pleasant and hassle-free. In doing so, KAYAK has created additional features such as AI assisted features and multiple filtering options. The Company also creates travel guides to provide users of the website with information and travel advice.
Environment
Booking Holdings employs top-down and bottom-up processes to identify climate risks and opportunities for all brands including the Company. These include emerging risk horizon scanning, annual enterprise risk assessment, and different types of operational risk assessments and audits, as well as frequent operational interactions between the Business and the Sustainability teams, Risk and Control, and Global Internal Audit. Additionally, in 2022, Booking Holdings established a process for an intensive climate risk and opportunity assessment (CROA). The purpose of this assessment is to (re)baseline Booking Holdings' universe of climate risks and opportunities as well as (re)validate the highest priority climate topics and action plans. The assessment is carried out every three years and reviewed annually for any material changes.
One of our largest opportunities for positive impact is to make more sustainable choices increasingly accessible for both travellers and our travel provider partners through our services. We want our partners to be able to showcase their efforts via our platforms, and our customers to have consistent, credible ways of understanding the impact of their travel and clear pathways to making more mindful travel decisions. To this end, we work continuously with our partners to increase awareness, provide education, and improve and optimise their sustainability efforts.
Shareholders
The directors are accountable to the Company's shareholder, and the shareholders of the ultimate parent company, Booking Holdings. It is the directors' responsibility to ensure business continuity, future viability and profitability is maintained. The directors are responsible for managing the Company's reserves effectively. The directors review the Company's cash reserves, profitability and current year financial results against budget. The directors ensure the business has sufficient cash reserves to meet its working capital requirements.
Financial key performance indicators
2023
2022
£'000
£'000
Turnover
22,088
17,060
Operating profit/(loss)
5,120
621
Turnover indicates the volume of business and is one of the strongest indicators of growth. Turnover for the year is £22.1m (2022: £17.1m). The increase in sales reflects 2023 being the first full year of trading unimpacted by the COVID-19 pandemic, coupled with a return on marketing spend investment in 2022.
Operating profit for the year increased to £5.1m (2022: £0.6m). The positive operating profit reflects the continued recovery of the travel industry post COVID-19 as well as the tight managing of costs by the business. Operating profit is a powerful indicator of performance, thus selected as one of the Company's key performance indicators. The operating profit for the year reflects the Company's ability to drive value by investing in marketing spend. The future target is to maintain a positive operating profit.
3
Momondo Group Limited
Strategic report (continued)
For the year ended 31 December 2023
Financial key performance indicators (continued)
The profit after tax for the year is £4.6m (2022: profit of £0.7m).
The balance sheet position improved in the year with total equity increasing from £50.8m in 2022 to £55.4m in 2023, which is due to the profit in the current year.
This report was approved by the board and signed on its behalf by:
................................................
Peer Bueller
Director
Date: 10 September 2024
4
Momondo Group Limited
Directors' report
For the year ended 31 December 2023
The directors present their report and the audited financial statements for the year ended 31 December 2023.
Principal Activity
Momondo Group Limited offers travel search engines that allow users to easily search and compare travel itineraries and prices, including airline tickets and hotels from hundreds of travel websites at once.
Results and dividends
The profit for the year, after taxation, amounted to £4.6m (2022: £0.7m).
No dividend was paid during the year (2022: £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 2023.
Streamlined energy and carbon reporting
The company has not reported energy and carbon information within this report as it qualifies as a low energy user, having consumed less than 40,000kWh during the year.
Directors
The directors who served during the year and up to the date of signing the financial statements are:
Daniel Stephen Hafner
Peer Bueller
Susana Alves D'Emic
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 which are borne in foreign currencies to help mitigate the risk.
Liquidity risk
The Company manages liquidity risks by continuously monitoring forecast and actual cashflows.
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maintaining its ability to invest in its websites. The capital structure of the Company consists of cash and cash equivalents and equity attributable to the equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the statement of changes in equity.
Credit risk
The Company held receivables from other group companies as at 31 December 2023 and therefore must consider credit risk. Debtors are subject to impairment risk, which is an inherent risk for the Company. An impairment may occur when, based on current information and events, there is objective evidence that the Company will be unable to collect all amounts due. The directors' review, at each reporting date, the financial situation of those related parties to determine whether there is any indication that those assets have suffered impairment loss. The management considers the likelihood of impairment to be low.
5
Momondo Group Limited
Directors' report (continued)
For the year ended 31 December 2023
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, engagement with suppliers, customers and others and future developments are listed in the strategic report on pages 1 - 4.
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 Momondo Group Limited 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 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 is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
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:
................................................
Peer Bueller
Director
Date: 10 September 2024
6
Momondo Group Limited
Directors' responsibilities statement
For the year ended 31 December 2023
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; and
●
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.
7
Momondo Group Limited
Independent auditors' report to the members of Momondo Group Limited
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Momondo Group Limited (the ‘company'):
give a true and fair view of the state of the company's affairs as of 31 December 2023 and of its loss 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 18.
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.
8
Momondo Group Limited
Independent auditors' report to the members of Momondo Group Limited (continued)
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.
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:
9
Momondo Group Limited
Independent auditors' report to the members of Momondo Group Limited (continued)
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; 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 the company's operating licence and General Data Protection Regulations.
We discussed among the audit engagement team including relevant internal specialists such as IT 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 reviewing 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.
10
Momondo Group Limited
Independent auditors' report to the members of Momondo Group Limited (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.
Julian Rae (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
10 September 2024
11
Momondo Group Limited
Statement of comprehensive income
For the year ended 31 December 2023
2023
2022
£000
£000
Note
4
22,088
17,060
Turnover
(13,564)
(14,206)
Cost of sales
8,524
2,854
Gross profit
(122)
(123)
Administrative expenses
5
(3,282)
(2,110)
Other operating expenses
6
5,120
621
Operating profit
9
892
284
Interest receivable and similar income
6,012
905
Profit before taxation
10
(1,428)
(205)
Taxation
4,584
700
Profit for the financial year
There was no other comprehensive income for 2023 (2022: £Nil).
The notes on pages 15 to 24 form part of these financial statements.
12
Momondo Group Limited
Statement of financial position
As at 31 December 2023
2023
2022
Note
£000
£000
Fixed assets
Investments
11
43,120
43,120
43,120
43,120
Current assets
Debtors: amounts falling due within one year
12
26,085
19,810
Cash at bank and in hand
13
100
100
26,185
19,910
Creditors: amounts falling due within one year
14
(13,940)
(12,249)
Net current assets
12,245
7,661
Total assets less current liabilities
55,365
50,781
Net assets
55,365
50,781
Capital and reserves
Called up share capital
16
-
Share premium account
17
9,243
9,243
Profit and loss account
17
46,122
41,538
Total equity
55,365
50,781
The notes on pages 15 to 24 form part of these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf:
................................................
Peer Bueller
Director
Date: 10 September 2024
Registered number: 03914064
13
Momondo Group Limited
Statement of changes in equity
For the year ended 31 December 2023
Share premium account
Profit and loss account
Total equity
£ 000
£ 000
£ 000
At 1 January 2022
9,243
40,838
50,081
Comprehensive expense for the year
Profit for the year
-
700
700
Total comprehensive expense for the year
-
700
700
At 31 December 2022
9,243
50,781
41,538
Comprehensive income for the year
Profit for the year
-
4,584
4,584
Total comprehensive income for the year
-
4,584
4,584
At 31 December 2023
9,243
55,365
46,122
The notes on pages 15 to 24 form part of these financial statements
14
Momondo Group Limited
Notes to the financial statements
For the year ended 31 December 2023
1.
General information
Momondo Group Limited is a limited company, registered in England under the Companies Act 2006 with registered number 03914064. It is a company limited by shares and incorporated and domiciled in the United Kingdom. Its registered office is at Alphabeta Building, 14-18 Finsbury Square, London, United Kingdom, EC2A 1AH. Momondo Group Limited offers travel search engines that allow users to easily search and compare travel itineraries and prices, including airline tickets and hotels from hundreds of travel websites at once.
2.
Accounting policies
2.1
Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the UK and the Republic of Ireland” and the Companies Act 2006.
The 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).
All amounts in the financial statements have been rounded to the nearest £1,000.
The following principal accounting policies have been applied:
2.2
Financial reporting standard 102 - reduced disclosure exemptions
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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
●
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 2023 and these financial statements may be obtained from 800 Connecticut Avenue, Norwalk, Connecticut, 06854, United States.
15
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
2.
Accounting policies (continued)
2.3
Exemption from preparing consolidated financial statements
The Company is exempt by virtue of Section 401 of the Companies Act 2006 from the requirement to prepare group financial statements as the Company is included on the consolidated accounts of Booking Holdings Inc., which are drawn up accordingly with Generally Accepted Accounting Principles in the United States of America. These financial statements present information about the Company as an individual undertaking and not about its group.
2.4
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 the Booking Holdings Inc. 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 Momondo Group Limited 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.
2.5
Functional currency
Functional and presentation currency
The Company's functional and presentational currency is sterling as this is the currency in the jurisdiction in which the company principally operates.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the statement of comprehensive income within 'other operating expense'.
2.6
Revenue
Turnover is measured at fair value, at the contracted rate, and is net of sales taxes. The Company generates its revenue from allowing users to book, research and compare travel and hotel prices from its licenced travel websites. During the period, the Company recognised click based turnover when the end user clicks from the website and recognised affiliate commissions at the point of completion of the customer transaction.
16
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
2.
Accounting policies (continued)
1.6
Revenue (continued)
Newsletter turnover is recognised on the date the newsletter is sent and all other advertising turnover is recognised in the period the advertisement is viewed. Income which has been earned during the period but not yet billed is reported as accrued income.
1.7
Operating leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
1.8
Interest income
Interest income is recognised in profit or loss using the effective interest method.
1.9
Finance costs
Finance costs are charged to profit or loss 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.
1.10
Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 counties 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 statement of financial position date, except that:
●
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
●
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
17
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
2.
Accounting policies (continued)
1.11
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
Fixtures and fittings
1-5 years
Computer equipment
1-3 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 and are recognised in profit or loss.
Assets under £1,500 are not capitalised and are expensed to the income statement.
1.12
Investment in subsidiaries
Investments in subsidiaries are accounted for at the lower of cost and net realisable value. In the application of the Company's accounting policies, 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. Determining whether investments in subsidiaries are impaired requires an estimation of their fair value and represents the only significant judgment, estimate and assumption made in these financial statements. The fair value calculation requires the entity to estimate the future cash flows expected to arise from the investments and a suitable discount rate in order to calculate present value.
1.13
Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
1.14
Cash and cash equivalent
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.
1.15
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.
18
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.16
Provision for liabilities
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.
3.
Critical accounting judgments and key sources of estimation uncertainty
In the application of the accounting policies under 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 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.
4.
Turnover
An analysis of the turnover by class of business is as follows:
2023
2022
£ 000
£ 000
Click based turnover
16,808
12,840
Advertising turnover
5,196
4,037
Newsletter turnover
84
183
22,088
17,060
The turnover is attributable to £6.6m (2022: £5.5m) from the United Kingdom, £6.3m (2022: £4.8m) from Australia, £3.0m (2022: £2.4m) from South Africa and £6.2m (2022: £4.4m) from the rest of the world.
5.
Other operating expenses
2022
2023
£ 000
£ 000
3,198
2,198
Intercompany charges
84
(88)
Foreign exchange difference – loss/(gain)
3,282
2,110
19
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
6.
Operating profit
The operating profit is stated after charging
2022
2023
£ 000
£ 000
13,968
Marketing expense
13,253
7.
Auditors' remuneration
2022
2023
£ 000
£ 000
Fees payable to the Company's auditor and its associates for the
74
87
audit of the Company's annual financial statements
There are no fees for other services to the Company's auditor (2022: £Nil)
8.
Employees
The Company has no employees other than the directors (2022: £Nil). The directors' emoluments are borne by other Kayak group companies and none of their remuneration was specifically attributable to their services to the Company. Directors are considered to be the key management personnel.
9.
Interest receivable
2022
2023
£ 000
£ 000
284
Interest receivable from group companies
892
10.
Taxation
2023
2022
£ 000
£ 000
Corporation tax
1,405
-
Current tax for the year
1,405
-
Total current tax
Deferred tax
8
180
Origination and reversal of timing differences
15
25
Adjustments in respect of prior periods
23
205
Total deferred tax
1,428
205
Taxation
20
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
10.
Taxation (continued)
Factors affecting tax charge for the year
The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 23.52% (2022: 19%). The differences are reconciled below:
2023
2022
£ 000
£ 000
Profit before tax
6,007
908
Profit multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
1,413
173
Effects of:
(36)
Group relief surrendered/(claimed)
47
Remeasurement of deferred tax for changes in tax rates
15
(4)
Adjustments in respect of prior periods - corporation tax
25
Adjustments in respect of prior periods - deferred tax
Total taxation for the year
1,428
205
As at 31 December 2023, the company has £Nil (2022: £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 balance sheet date.
11.
Fixed asset investments
Investment in subsidiary companies
Total
£ 000
£ 000
Cost or valuation
At 1 January 2023
43,120
43,120
At 31 December 2023
43,120
43,120
21
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
11.
Fixed asset investments (continued)
Subsidiary undertakings
The following is a subsidiary undertaking of the Company:
Name
Registered office
Principal Activity
Class of shares
Holding
Momondo A/S
Farvergade 10, 1, DK-1463, Copenhagen K, Denmark
Online travel comparison website
Ordinary
100%
12.
Debtors: amounts falling due within one year
2023
2022
£ 000
£ 000
19,633
Amounts due from other group entities
25,005
102
Income tax receivable
1,038
13
Other debtors
3
1
Prepayments and accrued income
1
61
Deferred tax assets
38
26,085
19,810
Included in amounts due from other group entities is a loan receivable of £14,552k (2022: £13,824k) from Priceline Group Treasury Company B.V. with the loan maturing on 1 October 2024. From 1 January 2022, interest rate has been amended to SONIA in GBP + 0.95. The interest is included within intercompany loan receivable - Priceline Group Treasury.
Other amounts due from group entities are unsecured and payable on demand. The carrying amount of other debtors approximates to their fair value. No interest is charged on the other debtors.
13.
Cash at bank and in hand
2023
2022
£ 000
£ 000
Cash at bank and in hand
100
100
100
100
22
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
Creditors: amounts falling due within one year
14.
2023
2022
£ 000
£ 000
Amounts owed to other group entities
12,884
10,978
Other creditors
32
26
Accruals
1,024
1,245
13,940
12,249
The amount owed to other group entities includes £10,884k (2022: £10,884k) owed to the parent company. These balances are interest-free, repayable on demand and unsecured.
15.
Deferred taxation
2023
2022
£ 000
£ 000
At beginning of year
61
266
Utilised in year
-
-
Charged for the year
(23)
(205)
At end of year
38
61
The deferred tax asset expected to reverse in 2024 is £38k (2022: £61k), which primarily relates to fixed asset and short term timing differences.
16.
Called up share capital
2023
2022
£
£
Allotted, called up and fully paid
127
127
126,690,827 (2022: 126,690,827) ordinary shares of £0.000001 each
Ordinary shareholders are entitled to receive notice of, attend, speak and vote at general meetings of the Company. Ordinary shareholders are entitled to a pro rata share of all dividends. The distribution is only available if the board agrees to pay a dividend or on conversion to ordinary shares.
17.
Reserves
Share premium account
This reserve consists of amounts paid in excess of the share capital nominal amount in respect of the acquisition of share capital.
Profit and loss account
The reserve consists of profit and loss reserve available to ordinary shareholders.
23
Momondo Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
18.
Controlling party
The Company's immediate parent company is Momondo Group Holdings Limited (registered office at Alphabeta Building, 14-18 Finsbury Square, London, United Kingdom, EC2A 1AH). The Company's ultimate parent undertaking and controlling party is Booking Holdings Inc., a company incorporated in the United States of America, whose principal place of business and registered office is, and whose financial statements can be obtained at 800 Connecticut Avenue, Norwalk, Connecticut, 06854, United States. This is both the smallest and largest group in which the results of the Company are consolidated.
24
falseCCH SoftwareiXBRL Review & Tag 2022.22023-12-312023-01-01false0039140642023-01-012023-12-3103914064bus:Director12023-01-012023-12-3103914064bus:Director22023-01-012023-12-3103914064bus:Director32023-01-012023-12-31039140642023-12-31039140642022-01-012022-12-31039140642022-12-3103914064core:CurrentFinancialInstruments2023-12-3103914064core:CurrentFinancialInstruments2022-12-3103914064core:ShareCapital2023-12-3103914064core:SharePremium2023-12-3103914064core:SharePremium2022-12-3103914064core:RetainedEarningsAccumulatedLosses2023-12-3103914064core:RetainedEarningsAccumulatedLosses2022-12-3103914064bus:FRS1022023-01-012023-12-310391406412023-01-012023-12-3103914064bus:OrdinaryShareClass12023-01-012023-12-3103914064bus:OrdinaryShareClass12022-01-012022-12-3103914064bus:OrdinaryShareClass12023-12-3103914064core:SharePremium2023-01-012023-12-3103914064core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3103914064bus:Audited2023-01-012023-12-3103914064bus:PrivateLimitedCompanyLtd2023-01-012023-12-3103914064bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP