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#### ANNUAL REPORT AND FINANCIAL STATEMENTS

2025

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Citan Hostel, Tokyo, Japan

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1

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Contents

3

About Hostelworld Group

4

Hostelworld Timeline

#### Strategic Report

10

2025 Highlights

12

At a Glance

14

Chair’s Statement

19

Chief Executive Officer’s Review

22

Our Growth Strategy

26

Chief Financial Officer’s Review

32

Hostelworld Culture Code

34

People and Culture

40

Sustainability Report

66

Principal Risks and Uncertainties

77

Viability Statement

79

Section 172 – Statement of Compliance

#### Governance

92

Directors’ Biographies

96

Corporate Governance Report

113

Nomination Committee Report

123

Audit Committee Report

133

Remuneration Committee Report

155

Directors’ Report

#### Financial Statements

164

Independent Auditor’s Report

173

Group Financial Statements

177

Notes to the Group Financial Statements

210

Company Financial Statements

212

Notes to the Company Financial Statements

#### Additional Information

218

Glossary of Alternative Performance Measures

224

Contact and Shareholder Information

226

Definition of Hostelworld Terms

Find us online

This copy of the statutory annual report of Hostelworld Group plc for the

year ended 31 December 2025 is not presented in the European Single

Electronic Format (ESEF) format as specified in the Regulatory Technical

Standards on ESEF (Delegated Regulation (EU) 2019/815). The ESEF

annual report is available at:

www.hostelworldgroup.com/investors/

reports-and-presentations/2026

Website:

www.hostelworld.com

Linkedin:

www.linkedin.com/company/hostelworld-com

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2

Overview

|

Hostelworld Annual Report 2025

To help travellers find people to hang out with Empowering a global community of travellers to connect, explore, and

#### create unforgettable experiences together

#### The world’s leading social travel platform

#### OUR

#### MISSION

#### OUR

#### PURPOSE

#### OUR

#### VISION

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3

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### About Hostelworld Group

Hostelworld Group plc is a ground-breaking social network-powered Online

Travel Agent (“OTA”) with a clear mission to help travellers find people to hang

out with. Our mission is founded on the insight that most travellers go hostelling

to meet other people. Our platform connects travellers through a range of social

features, including city and hostel chat rooms, AI-powered recommendations,

and event discovery, facilitating real-world interactions before, during and after

their trips.

Hostelworld’s vision is to be the world’s leading social travel platform. Since

launching its social network in 2022, the Group has welcomed over 3.4 million

social members, with engagement growing faster than stays booked. Messaging

volumes grew 81% year-on-year in 2025, and social members book approximately

twice as frequently as non-members, demonstrating the platform’s utility and its

contribution to customer lifetime value.

Our proprietary dataset, spanning over 3.4 million social members, 16 million

chat messages and 17 million bookings since launch, strengthens our ability

to understand traveller behaviour, personalise experiences, and build network

effects that differentiate Hostelworld from generalist OTAs. This data asset,

which is exclusively ours and compounds in value as our community grows,

underpins our AI-powered matching and recommendation capabilities.

Founded in 1999 and headquartered in Ireland, Hostelworld is a recognised

brand with around 270 employees, hostel and accommodation partners across

more than 180 countries, and a growing suite of products including budget

accommodation and Social Passes that extend the platform well beyond the

traditional hostelling category.

Hostelworld has a long-standing commitment to improving the sustainability of

the hostelling industry. The Group has introduced a hostel-specific

Staircase to

Sustainability

framework, accredited by the Global Sustainable Tourism Council,

which helps partners adopt more sustainable practices while giving travellers

clearer information for decision-making. Customers can choose to offset trip

emissions, and for the fifth consecutive year the Group has retained the “Taking

Climate Action” label from South Pole.

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1999

2002

2004

4

Overview

|

Hostelworld Annual Report 2025

## Our

# Journey

Launched our

Hosted our first

Bringing hostel

partners from

around the world

together to learn

and grow

#### Hostelworld website hostel conference

in Dublin

Hosted our first

#### HOSCARs

to celebrate

outstanding

hostels

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2006

2014

2015

5

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Formore than 25 years, Hostelworld has helped shape the future of travel,connecting millions of explorers

and inspiring unforgettable journeys across the globe. What began in Dublin, Ireland has grown into a vibrant,

socially powered platformthat encourages travellers to discover the world their own way. This timeline highlights the

milestones, innovations, and community‑driven initiativesthat have defined our evolution and led us to becoming the

#### world’s first social travel network.

Released a

new suite of

• Listed on the

London and Dublin

Stock Exchanges

• Rebranded

Hostelworld to

#### iOS and Android apps

#### Meet the World

Opened our

#### Shanghai

office

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2017

2020

2021

2022

6

Overview

|

Hostelworld Annual Report 2025

• Migrated to

• Launched

Roamies

–

a partnership

with G Adventures

#### the Cloud

Opened a technology

development centre in

• Voted ‘Best

Tech Business

of the Year

2022’ at the

PLC awards

• Launched

#### Portugal social features

on iOS and

Android

#### Launched

PWA,

a website that feels

just like our app

•

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2023

2024

2025

7

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

• Launched hostel-hosted

• Published

Understanding the

carbon impact of

hostels vs hotels,

validating hostels

as more sustainable

than hotels

• Launched

‘Staircase to

Sustainability’

hostel framework

• Celebrated

• Launched our

‘Culture Code’

to define what

makes us ‘us’

#### Linkups

#### 25 years of Hostelworld

• Accredited with

Investors in Diversity

Gold Accreditation

• Launched Social Pass,

enabling purchase of

social features access

without a booking

• Launch of

third-party budget

accommodation

• Acquired

a US-based B2B event

discovery platform

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M Montreal, Montreal, Canada

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10

2025 Highlights

12

At a Glance

14

Chair’s Statement

19

Chief Executive Officer’s Review

22

Our Growth Strategy

26

Chief Financial Officer’s Review

32

Hostelworld Culture Code

34

People and Culture

40

Sustainability Report

66

Principal Risks and Uncertainties

77

Viability Statement

79

Section 172 – Statement of Compliance

## Strategic

## Report

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10

Strategic Report

|

Hostelworld Annual Report 2025

#### 2025 Highlights

Net Bookings

7.0m

2025:

2024:

7.0m

6.9m

Growth in social network

member messaging

(1)

81%

2025:

2024:

81%

41%

Profit After Tax

€7.0m

2025:

2024:

€7.0m

€9.1m

Total Dividend per Share

(1)

#### 2.4 cent

2025:

2024:

2.4 cent

0.0 cent

“In 2025, we strengthened the

foundations of our social travel platform

and delivered every strategic milestone

we committed to at our Capital Markets

Day – the acquisition of OccasionGenius

Inc., the launch of Social Passes, and

the initial rollout of third-party inventory

to expand accommodation choice in

destinations where we have limited or

no hostel supply.

The growing scale and intelligence of

our social network is increasingly visible

in our metrics. Member messaging

grew 81% year-on-year, driven in part

by AI-powered recommendations that

improve how our members connect,

discover and book, reflecting the

deepening engagement at the heart

of our long-term growth strategy.

The Group delivered adjusted EBITDA

of €19.9 million in 2025, in line with

market consensus. The Board’s

proposed dividend of 2.4 € cent per

share reflects our confidence in the

financial resilience and long-term

growth prospects of the business.“

Gary Morrison

Chief Executive Officer

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11

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

(1)

The Group uses Alternative Performance Measures (APMs) which are non-IFRS measures to monitor the performance of its operations and of the Group

as a whole. APM definitions and rationale are provided in Appendix 1 of the Annual Report.

Net Average Booking Value (“ABV”)

(1)

€13.43

2025:

2024:

€13.43

€13.21

Net Revenue

€93.8m

2025:

2024:

€93.8m

€92.0m

Marketing as a %

of Generated Revenue

(1)

48%

2025:

2024:

48%

46%

Adjusted

EBITDA

(1)

€19.9m

2025:

2024:

€19.9m

€21.8m

Adjusted Profit After Tax

(1)

€15.0m

2025:

2024:

€15.0m

€17.4m

Adjusted EPS

(1)

#### 11.91 cent

2025:

2024:

11.91 cent

13.97 cent

Cash

€12.2m

2025:

2024:

€12.2m

€8.2m

Net (Debt)/Cash

(1)

€(1.6)m

2025:

2024:

€(1.6)m

€2.0m

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12

Strategic Report

|

Hostelworld Annual Report 2025

#### At a Glance

Connecting youth travellers with people,

places to stay, and events through the

world’s leading social travel platform

#### OUR MISSION

#### Help travellers ﬁnd people to hang out with

#### ▶OUR UNIQUE

#### PROPOSITION

•

First mover advantage in social travel – no other

platform combines accommodation, social

networking, and event discovery for the youth

travel market.

•

By understanding that youth travellers stay in

hostels and budget accommodation to meet

others, we connect travellers with overlapping

stays across destinations via our iOS and

Android apps.

•

Our social proposition naturally attracts youth

travellers with higher purchase frequencies,

who use the app to make more of their

bookings, and then become passionate

brand advocates.

•

Collectively, our strategy drives new customer

growth, increased customer retention, and a

reduction in marketing costs as a percentage

of generated revenue.

•

The broader youth travel segment represents

a significant and growing addressable market

with similar social travel needs, now

accessible through our expanded suite of

products including budget accommodation

and Social Passes.

•

Three revenue areas now live and scaling:

commissions on directly contracted

accommodation, budget accommodation

via a third-party inventory supplier, and

Social Passes.

•

Our social network grows in value as

it scales, creating a compounding

proprietary data asset that fuels

AI-driven innovation.

1

Source: Wyse Travel Confederation; New Horizons 5 Survey (October 2024)

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13

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### ▶FOCUS ON SUSTAINABILITY

•

Hostels are more sustainable than

hotels, producing c. 18% of hotels’

Scope 1 and Scope 2 tCO

2

e emissions

on a per bed basis

2

.

•

Our ‘Sustainability Stories’ highlight

hostels making a positive global impact.

•

Recognised with the South Pole

“Taking Climate Action” label for the

fifth consecutive year.

•

Naturally low Scope 1 & 2 emissions;

Scope 3 reduction targets set.

•

Our

Staircase to Sustainability

(“S2S”)

framework, accredited by the Global

Sustainable Tourism Council, assists hostel

partners on their sustainability journey with

20% of hostels now carrying an S2S badge.

#### ▶OUR HOSTELS

•

80%+ are independent owner operated

businesses and 66% have 50 or fewer beds,

creating intimate, social environments.

•

Dorms and private rooms with large

communal areas encourage connections.

•

Hostel events and excursions foster

meetups, enhanced by hostel ‘Linkups’

on our social platform.

#### ▶OUR PEOPLE & CULTURE

•

c. 270 team members across 34 nationalities,

averaging 5+ years of service.

•

A global, remote first organisation following

an agile way of working.

•

Progressive global people policies such as

wellbeing, flexible working, and meaningful

life-stage benefits.

•

Investors in Diversity Gold

Accreditation,

the first travel company in Ireland to achieve

this standard, reflects our commitment

to inclusion.

•

Culture Code embeds shared values,

guiding how we work, grow, and

innovate together.

#### ▶OUR TRAVELLERS

•

c. 80% are 18-35 years old,

a demographic renowned for prioritising

experiences over possessions.

•

65% travel solo, 28% in pairs, perfect for

social connection and adventure.

•

Multi-destination explorers: c. 67%

book within seven days of their stay,

embracing spontaneity.

•

Many are loyal, making multiple trips per year

over a decade, building lifetime value.

•

Travellers love our app, with Trustpilot scores

consistently well ahead of our peer group.

#### ▶OUR REVENUE MODEL

•

We operate a growing social travel platform,

powered by our proprietary social network

and AI-driven recommendations.

•

Accommodation partners list their inventory

directly on our platform.

•

We earn commission on each booking made

through our platform, with payment terms

varying by inventory type.

•

Budget accommodation, available across

18,000 destinations via a third-party inventory

supplier, extends our offering well beyond

hostels. Following a soft launch in 2025,

we are scaling across additional platforms

and languages throughout 2026.

•

Social Passes provide travellers with time-

bound paid access to our social network,

creating a subscription revenue stream

independent of accommodation bookings.

•

The acquisition of OccasionGenius

Inc. adds a proprietary global

events dataset that enriches the

social platform and strengthens

the Social Pass proposition.

2

Hostelworld: Understanding The Carbon Impact of Hostels vs. Hotels 2nd Edition

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14

Strategic Report

|

Hostelworld Annual Report 2025

“

Chair’s Statement:Carl G. Shepherd

AI played an increasingly important role in 2025,

enhancing personalisation across our platform and

helping travellers connect more meaningfully. From AI-

driven recommendations to smarter social interactions,

these innovations strengthened our community and

improved the travel experience, while positioning

Hostelworld to harness the transformative potential

of AI responsibly in the years ahead.

It has been my privilege to serve as Interim Chair

following Ulrik Bengtsson’s departure in September 2025,

and to support the Company through a period of Chair

transition and strategic acceleration. On behalf of the

Board, I would like to extend our sincere thanks to

Ulrik for his service and leadership as Chair and as a

Non-Executive Director.

Having served on the Board as a Non-Executive

Director since 2017, I have seen Hostelworld navigate

multiple phases of reinvention: from the Group’s early

days as a public company, through the strategic reset

led by Gary Morrison and the management team, to

the resilience demonstrated through the COVID-19

pandemic, when the entire travel industry’s priority

shifted from progress to survival. These experiences

have left the organisation with a resilient, start up

mindset that remains one of its greatest strengths. This

mindset continues to drive our strategic execution,

enabling us to build a global community of adventurous

travellers who value unique experiences and the

enduring human connections that define our brand.

Operating Environment and

Strategic Context

Travel markets remained dynamic in 2025, with shifting

customer expectations, rapid digital evolution, and

heightened demand for personalised and community-led

experiences. Against this backdrop, Hostelworld

continued to execute its strategy with purpose and clarity.

As the Group emerged from COVID-19 and the industry

experienced a rapid return to normal trading, Hostelworld

created an entirely new travel category: social travel.

This proposition is centred on helping travellers find

people to hang out with and finding unique experiences

in their chosen destination, creating a differentiated

and defensible position in a market where connection,

experiences and community increasingly shape decision

making. Throughout 2025, this strategy continued to

prove its relevance and long-term growth potential.

At our Capital Markets Day market, management set

out a clear roadmap to scale our social strategy and

accelerate growth by strengthening our platform,

expanding our addressable market, and broadening how

travellers can connect before and during their trips.

Hostelworld’s position at the convergence of travel and

shared experiences gives the Company a distinct role,

particularly for younger and solo travellers seeking

connection and community while travelling. During the

year, the Company made strong progress against the

milestones set out in April, with performance in 2025

reinforcing the Board’s confidence in the strategic

direction of the business.

#### 2025 was a year of renewed momentum for Hostelworld – one in which we strengthened our strategy, invested with

#### discipline, and leveraged AI to enhance personalisation and shape the future of social travel.

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15

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Strategic Progress

Strengthening Our Platform

During the year, we continued to strengthen the product

experience, prioritising earlier and more meaningful

engagement with customers. Our ongoing investment

in the higher-margin Hostelworld app is underpinned

by new features that allow travellers to connect before,

during and after their trips by using and sharing the

Group’s Travel Plans product, which launched in

March 2025, and delivering personalised, AI-driven

recommendations to customers on people to meet and

communities to join.

AI will clearly play a significant role in reshaping travel

discovery and planning, and the Board believes

Hostelworld is well-positioned to benefit from this

evolution. Given the age profile of our core customers

(18-34 years), who are at the forefront of AI adoption in

everyday life, we will continue to invest in responsible

AI capabilities that enhance personalisation while

reinforcing the fundamental value of human connection.

Expanding Our Market Reach

Product Launches

Two major product launches broadened our

market access:

• Social Passes

, launched in November 2025, provides

time-bound paid access to our community and social

features to travellers who may not have booked

accommodation through Hostelworld.

•

Third Party Inventory (3PI)

, launched initially

across 50 destinations in December 2025,

provides customers with access to a wider

accommodation offering, enabling us to serve

customers wherever they choose to travel, most

importantly in those destinations where there are

few, if any, operating hostels.

Integrating OccasionGenius Inc.

The acquisition of OccasionGenius Inc., a US based

event discovery platform, will significantly enhance our

social travel ecosystem by integrating real time event

discovery into the Hostelworld experience. This product

will enrich the social experience by enabling travellers

to discover activities and travel-worthy events that

deepen engagement and foster connection beyond

accommodation. This initiative complements our social

strategy and strengthens our differentiated position in

the travel market.

These initiatives and continued product innovation

represent important building blocks for the Company’s

next phase of growth. Our strategy is firmly focused on

enabling a global community of travellers to connect,

supporting sustainable growth and long-term value

creation for shareholders, as we continue to pursue

our ambition of becoming the world’s leading social

travel platform.

Our People

Our people are at the heart of everything we do,

and attracting and retaining highly talented staff is

essential to achieving the Company’s goals. In 2025,

we achieved our highest ever employee engagement

scores, reflecting a motivated and committed team.

We were also proud to be awarded the ‘

Investors in

Diversity Gold

’ accreditation, placing the Company

among just 34 organisations in Ireland and making it the

first within the travel sector to achieve this recognition.

This external recognition confirms that our people

strategy is aligned with best practice and reflects strong

performance across governance, inclusive leadership,

workforce representation and employee engagement.

Capital Structure and Shareholder Returns

We remain focused on delivering growth and long-term

sustainable value for shareholders, underpinned by a

strong balance sheet and disciplined capital allocation.

In 2025, we maintained a careful approach to capital

allocation, balancing reinvestment in the business with

returns to shareholders.

During the year, we introduced a dividend and

commenced a £5 million share buyback programme,

reflecting confidence in our strategy, operational

performance and growth outlook. These returns were

balanced with continued reinvestment in technology,

product development, and strategic initiatives such as

the OccasionGenius Inc. acquisition.

OccasionGenius Inc. was acquired for an agreed

purchase price of $12.0 million, fully funded by a new

€10.3 million, 3-year term loan facility with Allied Irish

Banks, plc, at an interest rate of 2.0% over EURIBOR.

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16

Strategic Report

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Hostelworld Annual Report 2025

#### Chair’s Statementcontinued

At the end of 2025, the Group had a closing cash position

of €12.2 million (2024: €8.2 million) and a net debt

position of €1.6 million (2024: net cash €2.0 million).

We continue to hold an interest-free warehoused debt

facility with the Irish Revenue Commissioners. This

liability will be paid in full by April 2027, in accordance

with the terms of the agreed payment plan.

Building on the Board’s decision to reinstate a progressive

dividend policy, we declared an interim dividend of

0.82 € cent per share for the first half of 2025. This

interim dividend was paid to shareholders on the register

as of the applicable record date, 19 September 2025.

Subject to shareholder approval at the 2026 AGM, the

Board intends to pay a final dividend of 1.58 € cent per

share, which will be paid in May 2026.

In June 2025, the Company announced the

commencement of a £5 million share buyback

programme, authorised under the general share

repurchase authority granted by shareholders at the

2025 AGM on 7 May 2025. The programme is designed

to reduce the Company’s share capital, with all

repurchased shares cancelled. As at year end 2025, the

Company had repurchased and cancelled 3.1 million

shares at a total cost of £3.9 million, with buyback

activity continuing in early 2026 in line with the

programme parameters.

The Board is confident that our approach to capital

allocation positions Hostelworld for sustainable growth

while maintaining flexibility to pursue opportunities

that strengthen our competitive advantage.

Sustainability

We recognise our responsibility to minimise

environmental impact and promote responsible travel,

and the Board remains committed to ensuring key ESG

principles are fully reflected in how the business is run.

Our

Staircase to Sustainability

(“S2S”) framework helps

hostels demonstrate and communicate their sustainability

credentials to customers with clarity and transparency.

A fifth of our hostels now carry an S2S badge, which is

accredited by the Global Sustainable Tourism Council

(“GSTC”). We continue to champion responsible travel

and remain the only OTA represented on the GSTC’s

advisory group for Small and Medium Enterprises.

We also take responsibility for emissions arising from

our own operations. In line with Science Based Targets

initiative criteria, the Company has established reduction

targets, referenced to the baseline years in which they

were first set. Scope 1 and Scope 2 emissions have

reduced by 95% since the establishment of a 2019

baseline. Scope 3 emissions, excluding hostel emissions,

have reduced by 37% since the establishment of a

2023 baseline.

For the fifth consecutive year we retained the South

Pole ‘Taking Climate Action’ label. This independent

recognition reflects our continued commitment to the

robust measurement, management, and reduction of

our carbon footprint. Further details on our sustainability

strategy, performance, and targets are set out in the

Sustainability Report on pages 40 to 65.

Board Changes

In September 2025, Ulrik Bengtsson stepped down

as Non-Executive Chair, having previously announced

his intention to do so in March 2025. I assumed the

role of Interim Chair while the Board continued its

comprehensive process to appoint a permanent

successor, resulting in the appointment, on 30 January

2026, of Marieke Bax as a Non-Executive Director and

member of both the Remuneration and Nomination

Committees. Marieke will assume the roles of Chair and

Chair of the Nomination Committee with effect from

31 March 2026. We extend a warm welcome to Marieke

and look forward to benefiting from her experience,

insight and leadership, as we continue to execute our

strategy and build on the company’s positive momentum.

Full details of the Board changes that occurred during

the reporting period and in the period prior to the date

of signing of this annual report are set out in the

Nomination Committee Report on pages 113 to 120.

Conclusion

2025 saw Hostelworld strengthen its platform and

scale its social travel proposition, focusing on deeper

customer engagement, broader product relevance,

and long-term differentiation within the travel market.

The progress made this year reinforces the Board’s

confidence in the company’s long term direction and

growth prospects.

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17

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Hostel Oasis, Granada, Nicaragua

As we look toward 2026, we will continue to invest with

discipline to enhance the business for the benefit of all

stakeholders. While the full financial contribution of

our new features will build over time, they represent

meaningful platform enhancements and provide a strong

foundation for future growth. Our focus remains on

building the world’s leading social travel platform and

empowering a global community of travellers to connect,

explore, and create unforgettable memories together.

On behalf of the Board, I would like to extend my sincere

thanks to Gary Morrison and the management team

for their leadership, and to all our colleagues for their

dedication and contribution during the year. I also extend

our appreciation to our partners, customers and

shareholders for their continued confidence and support.

Carl G. Shepherd

Carl G. Shepherd

Interim Chair

25 March 2026

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18

Strategic Report

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Hostelworld Annual Report 2025

Summer House, Cairns, Australia

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19

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Chief Executive Officer’s Review:Gary Morrison

2025 was a year of two distinct halves – a softer start

followed by meaningful acceleration, with H2 delivering

7% revenue growth and a significant improvement in

marketing efficiency. More importantly, it was the year

in which we laid the strategic foundations for our next

phase of growth. We delivered every milestone we

committed to at our Capital Markets Day: the rollout of

Elevate

, driving higher commission rates; the acquisition

of OccasionGenius Inc.; the launch of Social Passes;

and the initial rollout of budget accommodation.

Underpinning all of this is a social platform that is growing

in both scale and intelligence, with member messaging

up 81% year-on-year, and AI-powered recommendations

increasingly driving how our 3.4 million members

connect, discover and book. Together, these advances

are moving Hostelworld from a transactional booking

engine to a data-led social travel platform, and they

provide a strong foundation for the growth we are

targeting in 2026 and beyond.

Trading and Financial Performance

Overall, 2025 was a year of strategic execution and

significant operational progress, with a notably stronger

performance in the second half of the year. For the

full year, we delivered net revenue of €93.8 million

(2024: €92.0 million), representing a 2% year-over-

year increase (2024: 1% decline). This growth was

underpinned by 7.0 million net bookings (2024:

6.9 million) and a 2% rise in Average Booking Value

(ABV) to €13.43 (2024: €13.21

). Our full-year adjusted

EBITDA reached €19.9 million (2024: €21.8 million), in

line with market consensus and reflecting an EBITDA

margin of approximately 21% (2024: 24%).

Financial momentum accelerated in the second half of

2025, during which generated revenue rose by 7%

year-over-year. This strength was driven by improved

marketing efficiency, with direct marketing costs as a

percentage of generated revenue falling to 45% in the

second half (down from 48% in H2 2024), and the

successful rollout of our marketplace monetisation tool,

‘

Elevate

’. This tool enhanced our effective commission

rate, which increased to 16.7% in the second half

compared to 15.4% in the prior year period.

We closed the year with a resilient balance sheet,

including a closing cash position of €12.2 million

(2024: €8.2 million) and net debt of €1.6 million (2024:

net cash €2.0 million). This financial stability allowed us

to continue our £5.0 million share buy-back programme

and reinstate the progressive dividend, with an interim

payment made in September 2025.

Executing our Growth Strategy

Throughout 2025, we continued to implement our

distinctive social network growth strategy in line with

our mission to help travellers find people to hang out

with. Our social platform uses booking data to create

hostel and city-based chat rooms and enables private

messaging in our iOS and Android apps. Travellers

with overlapping stay dates can connect seven days

before check-in and for one day after check-out, with

city chats organised around themes such as walking

tours and food.

“

In 2025, we delivered every commitment we made at our Capital Markets Day, strengthening our social platform,

#### launching new revenue streams, and embedding AI across our business, laying the foundations for the next

#### phase of Hostelworld’s growth.

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20

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Hostelworld Annual Report 2025

#### Chief Executive Officer’s Reviewcontinued

Building on this, we began extending social discovery

into the pre-booking phase, allowing travellers to

connect earlier in their journey. Engagement across

the network accelerated meaningfully, driven in part

by the first wave of AI-powered recommendations that

improve the relevance of the people, conversations

and content surfaced to each member. The more our

members interact, the richer the data we generate,

and the better our recommendations become, creating

a self-reinforcing cycle that is increasingly visible in

our growth metrics.

• Social Membership:

By December, the social

community reached 3.4 million members.

• Engagement:

Unique Chat Users grew 18% year-

over-year, Messages between members grew 81%

year-over-year and the number of messages sent

per unique chat user grew 53% year-over-year

(1)

.

• Customer Value:

These customers remain highly

valuable, booking approximately twice as often and

being three times more likely to use the app in the

first 91 days than non-members.

• App Role

(2)

:

63% of total net bednights were sold via

our app (2024: 60%).

Key social features shipped in 2025 included Travel

Plans, launched in May, which lets travellers share

future trips and meet others before booking. Early

results show Travel Plans driving a measurable uplift in

engagement and bookings for cohorts who interacted

with the feature. We also shipped the first wave of

AI-powered recommendations across social, improving

how we suggest people to meet and conversations

to join.

In October 2025, we acquired OccasionGenius Inc. (OG),

a US-based B2B events discovery platform, for an

agreed purchase price of $12.0 million. OG accelerates

our strategy by bringing a structured, global dataset of

events that we are integrating across the Hostelworld

platform, leveraging AI-driven curation to surface the

most relevant experiences to each traveller, to inspire

travel and improve conversion. In November 2025, we

introduced Social Passes, providing time-bound paid

access to our social network for non-booking travellers,

broadening our addressable market.

In December 2025, we launched the integration of

Third-Party Inventory (3PI) within our platform, initially

focused on English language iOS app users across a

(1)

Year-over-year growth rates calculated using the average of the 12 individual monthly growth rates through 2025

(2)

An App bednight is defined by a user opening the App themselves (either organically or via a push notification) and completing the booking and bednight(s)

on the App

limited number of destinations. This extends our offer

beyond hostels so customers can stay with us even

when hostel options are limited. Customers who book

this inventory are automatically connected to our social

network in their destination, accessing city chats and

core social features. Early indications are positive, with

engagement and conversion strongest on searches

with fewer direct Hostelworld results.

Taken together, these developments mark a significant

evolution in what Hostelworld is. We enter 2026 not

simply as a hostel OTA, but as a social travel platform with

three areas of revenues, a materially larger addressable

market, and a proprietary dataset spanning 3.4 million

members, 16 million chat messages and 17 million

bookings, that no competitor can replicate. This data is

the foundation of our AI strategy: as the network grows,

it generates richer signal, which powers better matching,

which attracts more members, compounding our

advantage over time. It also positions us well for the

broader shift we are seeing in how travellers discover

and plan trips – increasingly through AI-powered tools

that favour platforms with deep, structured, social data

over those that offer price comparison alone.

Expanding our Inventory Coverage

In 2025, we continued to grow our directly contracted

hostel inventory. Ongoing enhancements to our

onboarding experience, combined with an expanded

activation team, drove a 28% year-over-year increase

in activation rates, enabling our directly contracted

inventory to reach its highest level since the pre-COVID

period. Complementing this, the December launch

of Third-Party Inventory extends our reach beyond

directly contracted hostels, giving customers access

to a broader range of accommodation options in

destinations where our hostel coverage is limited.

The Linkups platform continues to give hostels a

dedicated way to promote in-house events. In 2025,

we focused on quality and scale, streamlining creation

and management on our platform. Engagement proved

resilient, with around 70,000 live Linkups per month in

the second half of the year and strong customer interest

in hostel-hosted events. We sharpened the proposition

by concentrating on these hostel-hosted events, giving

our partners a more visible way to bring guests together.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Investing in our Platform

In the first half of 2025, we completed our core services

modernisation programme as planned. We now have

a flexible microservices-based architecture with

application-level on-demand scaling and integrated

off-the-shelf services from our cloud provider. Overall,

this multi-year effort has delivered significant benefits,

including improved monitoring, faster service speeds,

and reduced error rates.

Leveraging our cloud-native architecture enabled us

to hit our 2025 goal of transitioning our infrastructure

to production infrastructure as code. This has helped

eliminate single points of failure and improved scalability

while reducing hosting costs. Our cloud-native

technology stack also provides the foundation for our

AI capabilities, enabling the recommendation engine

that powers social matching, the curation layer that will

surface OccasionGenius Inc. events to members, and

the operational intelligence tools we are embedding

across the business in 2026.

Progressing our ESG Agenda

During 2025 we continued to build on the foundations

established through collaboration with Bureau Veritas

and the Global Sustainable Tourism Council (“GSTC”).

With the

Staircase to Sustainability

(“S2S”) framework

fully operational, our focus was promoting self-

assessment to our hostel partners.

• Adoption:

These efforts delivered a 24% year-over-

year increase in badge adoption, with 20% of all

hostels now carrying an S2S badge.

• Commercial Performance:

Badged hostels now

over-index on conversion and regularly over-index

on price per night.

• Sector Leadership:

Hostelworld remains the only

OTA represented on the GSTC advisory group for

Small and Medium Enterprises.

We continue to focus on reducing our own environmental

impact, working towards reduction targets set in line

with the Corporate Net Zero Standard. I am pleased to

report that for the fifth consecutive year we retained the

South Pole ‘Taking Climate Action’ label.

Employees, Partners, and Communities

2025 marked a significant step in our journey to

become a truly Remote First organisation. We invested

in impactful events like Connections Week, reinforcing

our sense of belonging. These efforts resonated with our

people, as reflected in our highest-ever engagement

scores, placing us ahead of our peer group.

For our hostel partners, we prioritised face-to-face

engagement, hosting major conferences in Tokyo (May)

and Seville (September). In total, the Global Markets team

visited 50 locations during 2025 to gather direct feedback

to inform future product and platform development.

Our commitment to inclusion was recognised with

Investors in Diversity Gold

accreditation, making

Hostelworld the first travel company in Ireland to

achieve this standard. We also deepened our partnership

with Teen-Turn, providing mentorship for young women

in STEM and reinforcing our commitment to building a

more diverse pipeline of future talent.

Summary

2025 demonstrated both the resilience of our business

model and the focused execution of our team. While

the year began against a softer backdrop, the second

half delivered 7% revenue growth, significantly improved

marketing efficiency, and full-year adjusted EBITDA of

€19.9 million in line with market consensus.

Equally important was what we delivered. Every strategic

milestone we committed to at our Capital Markets Day

was delivered:

Elevate

, OccasionGenius Inc., Social

Passes and budget accommodation; and together they

have transformed the platform. We now have three areas

of revenue where there was one, a materially larger

addressable market, and a proprietary social dataset

that grows more valuable as our community expands.

AI-powered recommendations are already strengthening

engagement and will increasingly underpin how we

match travellers, surface events and drive bookings.

We enter 2026 with an expanded set of capabilities, a

resilient balance sheet, and a clear roadmap. I thank our

employees for their commitment and our shareholders

for their continued support.

#### GaryMoison

Gary Morrison

Chief Executive Officer

25 March 2026

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Hostelworld Annual Report 2025

#### Our Growth Strategy

We have built the world’s leading social travel network, with over

3.4 million social members across 3,000+ city networks globally.

These members are powerful brand advocates, organically sharing

their experiences and amplifying our reach.

Our pioneering social strategy attracts and retains high-value

customers, transforming Hostelworld from a transactional booking

platform into a data-led social travel ecosystem. This builds upon our

existing strengths to deliver value through three key pillars:

#### The world’s leading Social

#### Travel Platform

#### We empower a global community of travellers to connect, explore, and create unforgettable experiences together.

#### As the network scales, value compounds, driving higher engagement, repeat usage, and growing revenue across three

#### live streams: directly contracted accommodation, budget accommodation, and Social Passes.

#### Authentic traveller conversations generate real-time insights of traveller intent, creating

#### AI-ready data for personalised experiences and monetisation.

#### Accelerate

#### Growth and Monetisation

#### A Unique

#### Proprietary

#### Data Asset

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

23

#### OccasionGenius Inc.

The acquisition of OccasionGenius Inc. significantly accelerates

Hostelworld’s progress towards becoming the world’s leading social

travel platform. By adding a proprietary global dataset of events across

750+ cities updated daily, we give travellers more reasons to connect and

explore together. The planned integration in Q2 2026 will enable travellers

to discover not only a place to stay and people to meet, but also unforgettable

things to do, capturing them at the very beginning of their planning journey

and driving growth in social members and bookings. Combined with our

existing social and bookings data, this creates a powerful and unique

proprietary data asset that deepens our competitive advantage over time.

#### Social Monetisation

Launched in November 2025, Social Passes represent an important new

revenue stream for Hostelworld, providing travellers with time-bound paid

access to our social network, independent of an accommodation booking.

This broadens our addressable market by opening the platform to the many

youth travellers who may not require accommodation but want to connect

with a community in their destination. With 39% of Social Pass customers

new to Hostelworld, early results demonstrate strong acquisition potential.

The mix is already shifting towards weekly and monthly passes, and we will

continue to scale distribution and optimise pricing throughout 2026.

![]()

Amsterdam

Mar 2026

Netherlands

Anyone going to Amsterdam?

Travel Plans

Strategic Report

|

Hostelworld Annual Report 2025

24

#### Third-Party Inventory

#### Social Network

Launched in Q4 2025, our budget accommodation offering supplements

our directly contracted hostel inventory with third-party accommodation

options sourced via a global inventory supplier, on a non-exclusive basis.

This enables us to serve customers across 18,000 destinations, including

those where hostel inventory is limited, significantly expanding our

addressable market. Customers booking via this channel receive the full

Hostelworld experience, including access to our social network and city

communities, reinforcing the platform’s value and driving social

membership growth.

With over 3.4 million members, our social network enables travellers to

connect with each other prior to their stay through a booking or Social

Pass. They can create their own profiles and let other travellers know they

want to hang out. They have access to hostel social events via Linkups

and can share Travel Plans, allowing travellers to share future trips and

meet others before booking. Social members book approximately twice as

frequently as non-members and are three times more likely to use the app,

and as the network grows, the data it generates becomes richer, powering

better matching and deeper engagement across the platform.

I want to hang out

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

25

#### Elevate

#### AI-powered User Experience

Elevate

is our AI-powered marketplace monetisation tool, built upon a machine

learning-enabled hostel ranking system. The tool leverages traveller conversion

patterns, incentivises desired marketplace behaviours and increases

commission rates for specific demand types. Through supporting demand

capture at key moments, Elevate allows hostel partners to respond quickly

and strategically to shifts in seasonality and market dynamics. The effective

commission rate increased from 15.4% in H2 2024 to 16.7% in H2 2025,

demonstrating Elevate’s growing and proven contribution to revenue growth.

#### Social Media Flywheel

As our social network grows, so does a powerful and authentic form of brand

advocacy. Social members who meet people through our platform,in hostels,

city chats, and at events, increasingly share those experiences with their

own followers. Unlike a generalist OTA, which facilitates a transaction,

Hostelworld facilitates a human connection; and it is that deeper, more emotive

experience that our members share. This organic social amplification raises

awareness of the platform in a way that is both authentic and uniquely ours,

reflecting a proposition that no competitor can replicate, because no competitor

creates the same experience in the first place.

Our priority is deploying AI-powered recommendations across our social

features. Personalisation across the entire travel journey can enhance the

customer experience through recommendations, traveller-to-traveller

matching, increased engagement and predictive hostel recommendations

aligned to each traveller’s evolving social profile and booking behaviour.

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Hostelworld Annual Report 2025

#### Financial Highlights

Net Bookings

7.0m

2024: 6.9m

Generated Revenue

(1)

€93.8m

2024: €91.5m

Net Revenue

€93.8m

2024: €92.0m

Net Average Booking

Value (“ABV”)

(1)

€13.43

2024: €13.21

Direct Marketing as a

% of Generated Revenue

(1)

48%

2024: 46%

Administration

Expenses

€75.9m

2024: €71.8m

Profit for the Year

€7.0m

2024: €9.1m

Basic EPS

#### 5.63 cent

2024: 7.28 cent

Dividend per Share

(1)

#### 2.40 cent

2024: Nil

Adjusted EBITDA

(1)

€19.9m

2024: €21.8m

Adjusted EBITDA Margin

(1)

21%

2024: 24%

Adjusted Profit after Tax

(1)

€15.0m

2024: €17.4m

Adjusted EPS

(1)

#### 11.91 cent

2024: 13.97 cent

Cash

€12.2m

2024: €8.2m

Net (Debt)/Cash

(1)

€(1.6)m

2024: €2.0m

Cash Conversion

(1)

51%

2024: 66%

(1)

The Group uses Alternative Performance Measures (“APMs”) which are non-IFRS measures to monitor the performance of its operations and of the

Group as a whole. APM definitions and rationale are provided in Appendix 1 of the Annual Report.

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

“

#### Chief Financial Officer’s Review:Caroline Sherry

2025 was a year of resilient financial performance,

characterised by strong ABV expansion, disciplined cost

control, and a strengthened balance sheet, despite

heightened marketing inflation and investment in

strategic acquisitions. Generated revenue increased by

3% to €93.8 million (2024: €91.5 million), supported

by a 2% increase in ABV and continued momentum

in marketplace monetisation through our

Elevate

and

Featured Listings tools.

Adjusted EBITDA of €19.9 million (2024: €21.8 million)

reflects the impact of inflationary pressures in

performance marketing and higher strategic investment

in Product & Technology capability, though second

half financial performance demonstrated meaningful

recovery. The Group remains well-capitalised, with

€12.2 million of cash (2024: €8.2 million), supporting

both our ongoing investment agenda and progressive

capital returns policy.

The acquisition of OccasionGenius Inc. introduces

strategically accretive capabilities across content, event

discovery and social product integration. A strong post

year-end trading start, with ABV up double-digit and

direct margin trending ahead of prior year, provides

confidence in delivering our FY26 growth objectives.

Revenue

Generated revenue, defined as gross revenue net of

cancellations, increased by 3% year-on-year to

€93.8 million (2024: €91.5 million). This growth reflects

a 2% improvement in ABV to €13.43 (2024: €13.21) and

a modest 1% increase in net bookings to 7.0 million

(2024: 6.9 million).

The uplift in ABV was driven primarily by the continued

rollout and optimisation of “

Elevate

”, our marketplace

monetisation tool, which lifted the effective commission

rate from 15.3% in 2024 to 16.2% in 2025.

Net revenue increased by 2% to €93.8 million (2024:

€92.0 million), reflecting deferred revenue movements

and ancillary income streams. Net revenue includes

€0.2 million recognised from OccasionGenius Inc.,

following its acquisition in October 2025.

Operating Profit

Administrative expenses increased to €75.9 million

(2024: €71.8 million), representing a year-on-year

increase of €4.1 million, with the movement driven

by higher direct marketing costs, investment in

strategic growth initiatives and acquisition-related

exceptional costs.

Direct marketing costs increased by €2.8 million to

€45.3 million (2024: €42.5 million), reflecting ongoing

cost inflation across performance marketing channels.

Direct marketing expenditure represented 48% of

generated revenue (2024: 46%).

The Group incurred exceptional costs of €1.3 million

(2024: €nil), relating primarily to professional fees

incurred in connection with the October 2025 acquisition

of OccasionGenius Inc.

Wages and salaries increased marginally to €19.1 million

(2024: €19.0 million), with higher average headcount

(260 employees in 2025 compared with 228 in 2024),

largely offset by lower discretionary compensation.

#### 2025 marked a year of execution against our strategy, combining revenue growth, targeted investment and a renewed

#### focus on shareholder returns.

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Hostelworld Annual Report 2025

#### Chief Financial Officer’s Reviewcontinued

Cost discipline and robust procurement controls ensured

that other operating costs were maintained at 27% of net

revenue, consistent with the prior year.

Group operating profit for the year was €8.4 million

(2024: €11.3 million), a decrease of €2.9 million

year-on-year.

Adjusted EBITDA totalled €19.9 million (2024:

€21.8 million), with an adjusted EBITDA margin of 21%

(2024: 24%), broadly reflecting the cost dynamics

noted above.

Exceptional Items

Exceptional items are disclosed separately where their

size or nature is considered to be material and relevant to

an understanding of the Group’s underlying performance.

In the current period, the Group recognised €1.3 million

of acquisition and integration costs relating to the

acquisition of OccasionGenius Inc. in October 2025.

These costs relate primarily to professional fees incurred

as part of the transaction.

No exceptional items were recognised in the prior period.

Share‑Based Payment

The Group recognised a share-based payment expense

of €1.5 million during the year (2024: €1.8 million),

relating to awards granted under the Group’s Restricted

Share Unit (“RSU”) and Long-Term Incentive Plan

(“LTIP”) arrangements.

On 24 March 2025, the Group granted 2,093,088 LTIP

awards to executives and selected key employees. All

LTIP and RSU awards are granted as nil-cost options.

During the year, 2,287,540 shares were issued on

1 May 2025 following vesting of the RSU 2022 grant.

Further detail is set out in the Remuneration Committee

Report on pages 133 to 154.

Earnings per Share

Basic earnings per share for the Group amounted to

5.63 € cent (2024: 7.28 € cent), and adjusted earnings

per share amounted to 11.91 € cent per share (2024:

13.97 € cent per share).

Adjusted EPS is an APM of the Group, a key metric

guided to the market and a key element of Executive

Director and senior management remuneration.

Current and Deferred Tax

The Group’s current corporation tax charge was

€0.3 million (2024: €0.3 million), relating to profits earned

in international markets, where tax losses arising in

Ireland cannot be utilised.

The deferred tax charge for the year was €1.1 million

(2024: €1.7 million), reflecting utilisation of a deferred

tax asset (2025: €13.7 million, 2024: €13.8 million)

arising from prior year trading tax losses and interest

relief. This deferred tax asset is being released to

the income statement in line with the utilisation of the

underlying tax losses and interest relief, has no expiry

date and may be carried forward indefinitely.

In connection with the acquisition of OccasionGenius

Inc., the Group has recognised a deferred tax liability

of €1.2 million and a deferred tax asset of €1.0 million

on acquisition. Deferred tax assets are recognised

only to the extent that it is probable that future taxable

profits will be available against which the losses and

credits can be utilised.

Acquisition of OccasionGenius Inc.

In October 2025, the Group acquired OccasionGenius

Inc., a US-based event discovery platform for an

agreed purchase price of $12.0 million (€10.3 million).

The acquisition introduces strategic synergies across

social engagement and product discoverability. An

intangible asset of €9.4 million has been recognised

relating to technology assets of €6.2 million, customer

contracts €0.5 million, and trade name €0.6 million,

and a goodwill balance of €2.1 million.

Net Debt and Financing

At the balance sheet date, the Group reported a net debt

position of €1.6 million (2024: net cash of €2.0 million).

Net debt comprised cash of €12.2 million (2024:

€8.2 million), a new €10.3 million AIB term loan drawn to

fund the OG acquisition and €3.5 million of warehoused

tax liabilities (2024: €6.2 million).

The Group retains access to an undrawn €2.5 million

overdraft facility with AIB.

In the prior year, the Group fully repaid its existing AIB

facilities, which at that time, included a €10.0 million

term loan and a €7.5 million revolving credit facility.

Cash conversion for the year reduced to 51%

(2024: 66%), reflecting an increase in working

capital requirements.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Debt Warehoused

The Group availed of the Irish Revenue Commissioners’

tax warehousing scheme, under which €9.4 million of

Irish employer taxes were deferred for the period from

February 2020 to March 2022. As at 31 December

2025, the balance remaining under the scheme was

€3.5 million (31 December 2024: €6.2 million).

A structured repayment arrangement with the Irish

Revenue Commissioners commenced in May 2024,

comprising an initial payment of 15%, followed by

monthly instalments over a three-year period to April

2027. The Group continues to comply with, and closely

monitor, all applicable Revenue guidelines governing

the scheme.

Deferred Revenue

Deferred revenue at year end amounted to €3.2 million

(2024: €3.5 million). Of this balance, €3.1 million (2024:

€3.2 million) relates to bookings made under the Group’s

free cancellation policy, where customers retain the

right to cancel and receive a refund. The remaining

balance relates to deferred revenue associated with the

Featured Listing and

Roamies

products. The deferred

revenue balance is expected to unwind during 2026.

Development Labour

Hostelworld continues to prioritise innovation and invest

in its platform and capabilities. Capitalised development

labour increased to €7.6 million (2024: €5.5 million),

supporting delivery of strategic initiatives, including the

launch of the Travel Plans pre-booking feature, the

introduction of social passes as an initial step in

monetising the social platform, the completion of a

multi-year modernisation programme for our core

technology infrastructure and the integration of

third-party inventory.

Development labour capitalised during the year

comprised €5.5 million (2024: €3.7 million) of

internal staff costs and €2.1 million (2024: €1.8 million)

relating to external contractors engaged for specialist

technical expertise.

Impact of New Accounting Standards

New accounting standards and amendments adopted

during 2025 did not have a material impact on the

Group’s financial position or performance.

The Group is currently assessing the impact of IFRS 18

Presentation and Disclosure in Financial Statements,

which is effective for annual periods beginning on or

after 1 January 2027 and will be applied retrospectively.

IFRS 18 will introduce changes to the presentation and

disaggregation of income and expenses and will

require non-IFRS KPIs (alternative performance

measures) to be included within the audited financial

statements. The Group welcomes the introduction of

IFRS 18, which is expected to enhance the clarity,

consistency and transparency of financial reporting for

investors, and will continue to monitor its impact as

implementation approaches.

Investor Relations

The Group maintains a proactive and transparent

investor relations programme, designed to ensure

regular, open dialogue with shareholders and the wider

investment community. Annual and interim results,

together with quarterly trading updates, are supported

by detailed presentations, webcasts and conference

calls, providing stakeholders with timely insight into the

Group’s performance and outlook.

In April 2025, Hostelworld hosted a Capital Markets Day

to provide investors and analysts with a detailed update

on the Group’s growth strategy, financial priorities, and

medium-term outlook. The event included presentations

from the executive team on strategic initiatives, product

development, sustainability targets, and operational

performance. It also offered an opportunity for direct

engagement and Q&A with investors, reinforcing

transparency, the Group’s long-term value proposition,

and its commitment to sustainable growth.

In May 2025, the Company held its Annual General

Meeting (“AGM”), with facilities in place for shareholders

to submit questions to the Board in advance. Full details

of the AGM and voting outcomes were published on the

Company’s website.

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Hostelworld Annual Report 2025

#### Chief Financial Officer’s Reviewcontinued

Throughout the year, members of the management

team engaged in a series of investor roadshows and

conferences, meeting with existing and prospective

investors and analysts. These engagements provided

valuable opportunities for focused discussion and

direct feedback, which the Group considers carefully

to ensure its investor communications remain relevant,

clear and aligned with market expectations.

Share Buyback

On 19 June 2025, the Group announced a £5 million

share buyback programme and by year-end had

repurchased and subsequently cancelled 3,061,809

ordinary shares for a total cost of £3.9 million. The

programme is expected to be completed on or before

the 2026 Annual General Meeting.

Dividend

The Board reinstated a progressive dividend policy

targeting a payout ratio of 20%–40% of adjusted profit

after tax, in line with the capital allocation framework

outlined at the Capital Markets Day on 29 April 2025.

The Board is recommending a final dividend of

1.58 € cent per share, bringing the total dividend for

the year to 2.40 € cent per share.

Subject to approval by shareholders at the Annual

General Meeting on 6 May 2026, the final dividend

wil be paid on 12 May 2026 to shareholders on the

register at the close of business on 17 April 2026. The

shares will be marked ex-dividend on 16 April 2026.

#### Caroline Shey

Caroline Sherry

Chief Financial Officer

25 March 2026

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31

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Hacienda Venecia, Manizales, Colombia

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#### What makes us ‘us’

We have a shared love of travel

Hostelworld was founded on a deep understanding of the opportunities that travel

offers, and a passion to modernise the hostel category. That dedication is still with

us to this day. 25 years in, we feel we’re at the early days of what’s possible in

connecting travellers and inspiring adventurous minds through travel.

Central to this, at the heart of Hostelworld, are our people. Those who succeed here

contribute to building and supporting an open, friendly, and fun culture.

We combine a startup spirit with experience

We’ve learned through experience how to combine the best aspects of a startup

culture, scrappiness and agility, with the discipline of maturity.

We are scrappy

We thrive on a blend of startup energy and seasoned wisdom. Our agility allows us

to embrace change, even when it feels a bit chaotic, and to respond quickly to the

evolving needs of our travellers. We’re always listening and ready to pivot.

#### Our Hostelworld

### Culture Code

#### Our mission is to help travellers find people to hang out with

We understand the power of travel; the joy to be found in broadening our horizons

through experiencing new places and meeting new people. We understand that

for many travellers the journey and the people met along the way are often more

important than the destination.

It’s the same for our team. We deliver innovation while also enjoying how we deliver

interesting things – our journey together matters!

When at work, we want our people to gain as much experience as possible, to

learn and grow, to feel like they are part of something, and to make meaningful

connections with others they meet along their way.

Our culture code defines

who we are.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

We love data

Data guides everything we do. While intuition might spark an idea, it’s our

dedication to data that drives our decisions and ensures our success. We believe

in grounding every discussion and action in facts.

We are resourceful

Resourcefulness is in our DNA. We are proud to be a relatively small company with

big ambitions. We believe having smaller teams helps us to focus on what matters

most, to build camaraderie, enable action and to keep us connected to our mission.

We are intentional about where we invest

We invest strategically. Frugality isn’t just a policy; it’s a core value that allows us to focus

our resources on what matters. We empower highly skilled, agile teams to deliver

high-impact projects.

We keep it simple

We like the simplicity that our size makes possible; we value knowing everyone’s name;

we don’t want to feel like a small cog in a big machine.

We do the right thing

Above all else we approach everything with decency.

We do the right thing by our people, customers, partners and planet

We care – we care about our people, our customers, our partners, and our planet. This

shows through our approach to our people strategy, our sustainability commitments, and

the way we work with our hostel partners and for our customers.

We set the bar high and trust through transparency

We share A LOT. The level of transparency here might feel rare to some. We gain trust

by being open about our plans and our progress. We celebrate when things are on track,

and we don’t hide from the numbers when we need to course-correct.

Being agile doesn’t mean we compromise on quality. Doing the right thing means being

dogged in our pursuit of excellence. We set the bar high and are very delivery focused;

which means we expect a lot from each other so we can deliver on our commitments.

#### Lastly…the journey is never boring!

Our work is fast-paced and wide-ranging, offering both challenges and

rewards. We thrive on adapting to change, and we recognise that the constant

learning opportunities in this anything-but-routine environment are key to our

engagement at work and our personal and professional growth.

#### Whatever happens, I am always learning”

“

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Hostelworld Annual Report 2025

“

#### Our People and Culture

2025 was a year where we continued to shape what

it means to be a truly remote first organisation.

Across every team and location, our people

embraced new ways of learning, collaborating, and

supporting one another, all grounded in our shared

behaviour of growing others. Their energy and care

for our mission – helping travellers find people to

hang out with – remained constant, and as we look

ahead, we remain focused on nurturing a culture

where everyone can develop, connect, and do their

best work.

#### Total Group Employees in 2025

(1)

269

Ireland

Portugal

Others

1318850

Gender Representation

No. of Nationalities

Average Length of Service

49%

#### Female

345

#### years

Average Age

Volunteering Hours

51%

#### Male

38344

(1)

FTE count on 31 December 2025.

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ADDITIONAL INFORMATION

Culture and Engagement – Remote First,

AI Native

2025 was a year of continued progress for Hostelworld

as we evolved how we support, connect, and grow our

people across an increasingly global and distributed

organisation. As our footprint expands and our ways of

working mature, our focus remains on nurturing a culture

where everyone feels a deep sense of belonging,

purpose, and possibility. Our people once again

demonstrated remarkable adaptability, curiosity, and

commitment, and their collective energy has shaped

another year of meaningful cultural development.

Last year, we introduced our Culture Code, a clear

expression of who we are and what we value. The

response across the company was overwhelmingly

positive, with colleagues recognising themselves in the

language, priorities, and spirit of the Code. In 2025, our

focus moved from launching the Code to embedding it.

We brought it to life in the subtle, everyday ways

culture becomes real: through onboarding rituals, team

practices, shared decision making, and the choices

people make about how they show up for one another.

The Culture Code continues to act as a compass for

how we collaborate, support each other, and build a

workplace grounded in openness and respect.

This year also marked another step forward in the

evolution of how we work as a Remote First, increasingly

AI native organisation. This shift is more than a workplace

strategy; it reflects our intention to combine the

flexibility of distributed work with the connection and

creativity that define our culture. AI-enabled tools and

ways of working have begun to support our teams in

practical ways, simplifying processes, enhancing

learning, and freeing people to focus on high value work.

This approach is grounded in the principles developed by

the People Team to ensure that AI is used thoughtfully,

safely, and in ways that support human judgment rather

than replace it.

Becoming Remote First continued to shape how we

build connection across time zones and cultures. We

invested in onboarding and learning experiences that

help every new colleague feel welcomed, supported,

and equipped to succeed from day one, regardless of

where they are based. These blended approaches

have become an important expression of our culture:

practical, inclusive, and focused on giving people the

tools and confidence to thrive.

Our Behaviours

We want to create a workplace where everyone can

make a meaningful impact on the business while

continuing to grow, both personally and professionally.

We foster behaviours that empower every team member

to do their best work, thrive in their roles and contribute

to our shared success. These behaviours are embedded

throughout the employee lifecycle – from recruitment

and performance development to recognition and

reward. To support continuous growth, we actively

encourage peer feedback, with each employee

assessed against our five core behaviours as part of

regular performance development discussions.

Grow Others

Master It

Collaborate

Adapt

Deliver

We fundamentally believe

that investing in growing

others benefits everyone,

whether it’s helping them

develop hard or soft

skills. We want learning

and growing to be part of

our DNA to help make us

a better team, together.

We are obsessed with

our area of expertise and

enjoy developing our

skills. We rarely take

things at face value; we

investigate, interrogate

and always look for ‘the

why,’ and wherever

possible, we use data to

find the best solution.

We are in it together; for

the tough stuff and the

celebrations too. To

achieve the best results,

we need expertise from

all areas of the

organisation, and we

wholeheartedly welcome

diverse thinking.

We work fluidly, adapting

to new information and

the evolving environment

while staying committed

to our goals. Innovation

and experimentation fuel

our projects and we’re

never afraid to pivot.

Our focus is always on

the end result; we value

outcomes over activity.

We collaborate to deliver

work at speed without

dropping any of our

other behaviours.

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Hostelworld Annual Report 2025

Wild Rover, Cusco, Peru

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ADDITIONAL INFORMATION

#### Our People and Culturecontinued

Grow Others

Our approach recognises that development is not

confined to formal programmes; it happens in the flow

of work, through shared problem solving, and in the

informal interactions that help people build confidence

and capability.

This year, we invested in high impact in person

onboarding and learning events that provided moments

of energy and connection for colleagues joining from

across our global locations. These were complemented

by expanded remote-first development opportunities

that help ensure learning is accessible to everyone,

wherever they work. Connections Week in October was

a standout moment – a dedicated space for colleagues

to come together for education, conversation, and

shared experiences. The engagement across teams

demonstrated the appetite for ongoing growth and

connection that continues to shape our culture.

Our partnership with

Grow Remote

added further

depth to how we support colleagues in a distributed

environment, helping us to offer social and learning

experiences tailored to the needs of remote workers.

These efforts play an important role in strengthening

the community experience within our organisation.

While Remote First is now our default, we continue to

value the unique power of in person interaction. Our new

Dublin office has quickly become a place of energy and

collaboration – a physical anchor for workshops, cross

functional planning, problem solving, and moments of

celebration. It complements our distributed model by

offering a shared environment for the kind of deep

connection that benefits from being together.

Across the year, we saw our learning culture strengthen

further. Employees continued to seek out opportunities

to build capability, and we supported this through

structured programmes, peer learning, and manager

development. Leadership capability remained a priority,

grounded in the understanding that effective leadership

is essential in a distributed environment. Our mentoring

ecosystem also flourished, providing colleagues with

meaningful opportunities to learn through reflection,

shared experiences, and cross-team connections.

Our Values

Our five core values shape how we work together and

how we connect with the world around us. They sit at

the heart of our culture, guiding our decisions through

both successes and challenges – and they’ve helped

carry us through more than 25 years of building and

growing the business.

Think Customer:

We put the customer first and we are

on their side in everything we do. We always aim to

delight and surprise, aim to anticipate and fulfil their needs,

and deepen our engagement at every opportunity.

Building a Better World:

We use our collective energy

every day to promote understanding in our world by

enabling individual journeys of discovery, adventure

and meaning. We have made sustainability a central

pillar in our strategy. We value and promote equality,

respect and diversity to help inspire a better world.

Community Spirit:

We are the social network and the

social app. We bring people together from all over

the globe, inspiring energy, passion and curiosity. Our

unique community spirit empowers us to help build

collaboration, openness and honesty.

Be Bold, Be Brave, Be Adventurous:

We allow our

passion to drive our ambition. We encourage our

people and our group strategic thinking to be fearless.

We embrace change as a path to success.

Keeping it Simple:

We use simplicity and smart

thinking to be agile and improve everything we do.

Engagement

These collective efforts were reflected in our employee

engagement results, where we achieved our highest

scores to date. Participation remained consistently

strong, and our overall engagement score exceeded the

benchmark for similar companies. While we view these

results as encouragement rather than an endpoint, they

demonstrate that our people feel connected to our

mission, supported in their work, and aligned with the

values we have worked hard to articulate and embed.

The depth of insight we gain from engagement is an

important input into our People strategy. These results

help us understand where our culture is strongest

and where we need to continue investing to ensure

Hostelworld remains a place where people can do

meaningful work, build lasting connections, and grow

their careers.

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Hostelworld Annual Report 2025

#### Our People and Culturecontinued

Inclusion, Engagement and Diversity

Our commitment to inclusion and belonging continues

to be one of the foundations of our culture. In 2025,

we were proud to receive

Investors in Diversity Gold

accreditation, making Hostelworld the first travel

company in Ireland to achieve this recognition. The

accreditation reflects the work taking place across

our organisation to embed equitable practices, ensure

people feel respected and valued, and foster a culture

of belonging for all.

As part of our commitment to transparency and

progress, we published our 2025 Irish Gender Pay Gap

Report, which outlines the structural factors influencing

our pay gap and reflects the actions we continue to

take to broaden representation across our business.

We are proud of the work underway in Ireland and in

all the locations where we operate to support diverse

career pathways, strengthen our talent pipelines, and

ensure equitable access to opportunities. While closing

the gap requires sustained effort, we remain committed

to creating an environment where all colleagues can

grow, develop, and thrive.

Our People Dashboard

Male

Female

Total

Male

Female

Executive Directors and Executive Leadership Team (“ELT”)

6

2

8

75%

25%

Senior Leadership Team (Direct Reports of ELT)

13

18

31

42%

58%

Other Employees

118

112

230

51%

49%

Total employees, excluding NEDs

(1)

137

132

269

51%

49%

(1)

The above table is populated with reference to FTEs as at 31 December 2025.

We continued to partner with organisations that align with

our values. Our collaboration with Teen Turn remained

a highlight, offering young women from underserved

communities meaningful exposure to STEM careers.

Through the Teen Turnship programme, students gained

hands-on experience across our People, Global Markets,

Finance, and Technology teams. Their curiosity and

enthusiasm brought renewed energy to our teams, and

we remain committed to supporting the next generation

of women in technology.

In 2025, Hostelworld was awarded the

Investors in Diversity Gold

accreditation

by the Irish Centre for Diversity, an independent recognition of our commitment to

embedding inclusion, engagement and diversity into every aspect of our business.

This accreditation followed a rigorous, evidence-based

assessment of how inclusion is led from the top and

lived across the organisation. It examined our leadership

commitment and the way our inclusion, engagement

and diversity policies are integrated into the business,

including recruitment, progression and retention planning.

It examined how we use data to inform decision-making

and how we positively influence those around us from

how we lead our teams to how we connect with travellers

and partners worldwide. We are particularly proud that

the assessment recognised our willingness to engage

in challenging but necessary conversations, including

spotlighting Africa’s first LGBTQ+ inclusive hostel,

reflecting our belief that inclusion should be visible,

authentic and global.

For us, this accreditation is more than a badge. It is

validation that we show up for one another every day

and that we are building a culture where every team

member feels respected, supported and valued for who

they are.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### SupportingOur People

We have provided an overview of some of our

key policies to support the needs of our people.

Wellbeing Leave Policy

encourages employees to

take up to three days leave to focus on their mental and

physical health, in addition to our Annual Leave policies.

Volunteering Leave Policy

allows employees 5 days

volunteering leave per year to engage with and

contribute to their communities to share their time

and talents with recognised charities.

Agile Working Policy

supports flexible work

arrangements and enables employees to work in

ways that suit their roles and personal circumstances

while maintaining productivity.

Individual policies for Fertility, Parental, Maternity,

Paternity/Adoptive and Surrogacy Leave

offer

competitive leave to those growing their families.

Menopause at Work Policy

offers support and

accommodations for employees directly or indirectly

experiencing menopause, aiming to foster an

understanding and inclusive workplace.

Domestic Violence Leave Policy

offers up to 10 days

leave to employees affected by domestic violence or

supporting a dependent, for their safety and well-being.

Compassionate Leave Policy

allows employees to

take leave during difficult personal times, such as the

loss of a loved one, as well as up to 15 days leave for

those affected by pregnancy loss.

Working from Abroad Policy

allows employees to

work from other locations for up to 30 working days

per year, giving them an opportunity to combine travel

and work, under certain conditions.

Career Break Policy

allows employees to take up to one

year extended unpaid leave for personal development,

travel, or other significant pursuits, with a path to return

to their role.

In addition to the above we also have policies to support

learning, working from home, wellbeing, wedding leave,

equal opportunities, inclusion and diversity, dignity

and respect. We also ensure supports when things

aren’t going well, such as sick leave, grievances and

disciplinary issues.

This year also saw us deepen our connection to the

social impact work being carried out by our hostel

partners. Through internal storytelling, spotlight sessions,

and knowledge-sharing events, we highlighted initiatives

that align closely with our values – from LGBTQ+ inclusive

hostels creating safe and welcoming spaces, to operators

championing environmental sustainability, to hostels

providing education and community development

programmes. These stories remind us that hostelling

has a unique role to play in building a better world, and

that our platform has an important role in elevating

impact across the global hostel community.

Employee Wellbeing

Supporting our people remains central to how we build

a sustainable and engaging workplace. Throughout

2025, we continued to evolve our suite of progressive

policies designed to support employees at different life

stages and during important personal moments. These

policies reflect our commitment to wellbeing, inclusion,

and flexibility, and remain key differentiators for

Hostelworld within the Irish PLC landscape.

Our wellbeing, agile working, family leave, menopause,

domestic violence, compassionate leave, working from

abroad, and career break policies continued to provide

meaningful support to colleagues across our global

workforce. As we grow into new countries and adapt

to evolving ways of working, we remain focused on

ensuring these policies continue to reflect the needs

of our people, offering practical and equitable support

across all the countries in which we operate.

Conclusion

As we look back on 2025, what stands out most is the

collective effort to build a workplace where people can

learn, connect, and belong – no matter where they are in

the world. Our culture continued to strengthen, our

people continued to grow, and our commitment to

inclusion and responsibility deepened. This progress

reflects the dedication of people managers across the

organisation and the thoughtful work of our People Team,

whose partnership has been instrumental in bringing our

culture to life. With these foundations in place, we look

ahead to 2026 with optimism, confident that our people

and our values will continue to guide our growth and the

positive impact we can make together.

#### Bay McCabe

Barry McCabe

Chief People Officer

25 March 2026

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Hostelworld Annual Report 2025

“

#### Sustainability at Hostelworld

Our sustainability strategy is built on two clear priorities.

First, we are committed to doing business the right way

by carefully selecting our partners and actively managing

our own environmental footprint. Through agile ways of

working, smaller and more environmentally conscious

co-working spaces, and a fully cloud-hosted technology

platform, we have reduced our Scope 1 and 2 emissions

to nominal levels and are committed to maintaining a

low-impact operating model.

Second, we celebrate the inherent sustainability of the

hostelling industry and work closely with our supply

chain to drive practical improvements through our

‘

Staircase to Sustainability

’ framework. By supporting

partners to optimise and communicate their sustainability

efforts, we enable travellers to make more informed

choices and to discover the most sustainable travel

options available on our platform.

Operating Responsibly

We continue to manage our environmental impact

rigorously. In 2025, Scope 1 and 2 emissions were

kept below 30 tCO₂e and we have reduced Scope 3

emissions by 37% compared to the 2023 base year,

driven by our strict supplier alignment. This reduction

has us on track to meet our 2035 goal.

Scope 3 emissions currently exclude the impact of

emissions associated with hostel stays. As a digital

marketplace, Hostelworld does not own, operate, or

manage the hostels booked through the platform, nor

does it directly affect how these services are used.

Given this lack of operational control and the current

methodological uncertainty in the greenhouse gas

(1)

Hostelworld and Bureau Veritas: Understanding The Carbon Impact of Hostels vs. Hotels 2nd Edition

(“GHG”) Protocol regarding such emissions, we have

prudently excluded them from our calculations while

awaiting further global regulatory clarification.

Over 85% of purchased consumables now come from

suppliers with Net Zero or SBTi-aligned targets, with a

target to reach 90% by 2026. Our agile ways of working,

cloud-hosted technology, and low-carbon workspaces

continue to reduce operational emissions.

In 2025, Hostelworld maintained its Silver “Taking Climate

Action” label from South Pole for the fifth consecutive

year. This label is approved by CO

2

Logic and validated

by Vinçotte (Member of Group Kiwa), an independent

third-party auditor, with whom Hostelworld does not

have any engagement.

We have enhanced our carbon offset offerings, enabling

customers to take responsibility for emissions associated

with their hostel stay through our partnership with our

designated offset provider. All of our Hostelworld events

were climate-neutral, including our hostel conferences

in Tokyo and Seville.

ESG governance is embedded across the business.

Monthly ESG Steering Committee meetings and updates

at every Board meeting ensure progress is monitored.

Furthermore, the ESG Steering Committee maintains

a regular slot at company townhalls, encouraging

participation and transparency across the organisation.

Supporting Sustainable Hostels

Hostels are naturally low-carbon, producing over 80%

less Scope 1 and 2 carbon than hotels

(1)

.

A longstanding guiding principle at Hostelworld

is ‘Building a Better World.’ We want to do the

right thing because we care about our people,

our customers, our partners, and our planet.

This year, our ESG programme has delivered

measurable progress while strengthening our

culture, operations, and supply chain.

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ADDITIONAL INFORMATION

Our Products

As a result of the ‘

Staircase to Sustainability

’ framework,

customers can identify the most sustainable hostels.

While hostelling is a sustainable travel choice, there

are certain emissions that are hard to avoid. We allow

our customers the option to take responsibility for the

emissions associated with their hostel stay, in partnership

with CarbonClick.

Sustainability-focused hostel activities can be booked

by our customers via the Linkups product on our

platform. These events, curated by the hostels, allow

customers the opportunity to become involved in the

local environment and community.

We share educational content on our website and our

social media platforms, on important topics such as

accessibility, inclusivity and diversity.

People and Culture

Our people remain at the centre of our ESG strategy.

In 2025, Hostelworld achieved Gold accreditation from

the Irish Centre for Diversity, making us one of only 34

companies in Ireland to hold this distinction. We were

also proud finalists for the National Diversity Awards

and Business & Finance DEI award.

We continue to invest in skills and opportunity. We

partnered with Teen-Turn to host a third-level internship

and five secondary-level placements.

Our employees contributed 344 hours of volunteering,

supporting initiatives tied to World Tourism Day and

responsible travel.

We continue to enhance policies supporting wellbeing,

inclusivity, and equity, covering domestic abuse,

fertility, surrogacy, and menopause, and also

delivered educational content on accessibility,

diversity, and inclusivity.

Further detail on Our people is set out within ‘Our People

and Culture’ on pages 34 to 39.

#### Caroline Shey

Caroline Sherry

Chief Financial Officer and

ESG Steering Committee Chair

25 March 2026

Located in Medellín’s Comuna 13, Hostal

del Cielo uses tourism to drive economic

opportunity and community engagement in

a historically overlooked neighbourhood.

The hostel was born from a single moment of trust when

founder Thomas Quintreau-Musci, a French backpacker,

accepted an invitation to stay with a local family in

Comuna 13. This experience challenged social stigmas

and inspired a mission to turn budget accommodation

into a vehicle of social equity.

Their ‘Call me Mami’ initiative is particularly impactful,

empowering single mothers to convert their homes

into guesthouses for long-term financial independence.

This focus on entrepreneurship has seen tangible

success, such as guests helping a local family launch

an art studio selling drawings by young local artists.

The hostel serves as a community hub, distributing

solidarity baskets, hosting Sancocho soup events

where travellers and volunteers cook for the local

residents, as well as hosting holiday celebrations for

neighbourhood children.

SUSTAINABILITY

STORY

Empowering the local community:

#### Hostal del Cielo, Colombia

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Hostelworld Annual Report 2025

Some ESG Highlights:

(1)

Scope 3 emissions excludes the impact of emissions associated with hostel stays. Further detail is set out on page 65.

#### Inclusion, Engagement

#### & Diversity

▶

Achieved Gold accreditation from the Irish

Centre for Diversity, becoming one of only 34

companies in Ireland to reach this milestone.

▶

Shortlisted for Company of the Year and

Advancing Allyship and By-Stander at the

National Diversity Awards Ireland.

▶

Finalist in the Diversity, Equity & Inclusion

award at the Business & Finance Awards.

▶

Hosted an International Women’s Day

workshop in Dublin and virtually for other

locations, focusing on building personal

brand and career development.

▶

Ran a Men’s Health awareness initiative during

November, including a webinar and mini-

series, supporting Movember fundraising.

▶

Continued our quarterly fireside discussions

with team members and hostels leading the way

in ESG, highlighting inclusion and best practices.

▶

Embedded diversity initiatives into recruitment,

development, and recognition processes, with

ongoing monitoring of gender, nationality,

and role diversity across the Group.

#### Community Engagement

#### & Education

▶

Employees contributed 344 volunteer hours

to support community initiatives.

▶

Partnered with Teen-Turn to provide internship

opportunities: one eight-week placement for

third-level students and five two-week

placements for secondary school students.

▶

Re-ran the annual World Tourism Day

Competition, sending one employee to

South Africa to co-host an Eco-Pride event

at Africa’s first LGBTQ+ inclusive hostel.

#### Climate Action &

#### Environmental Sustainability

▶

Awarded the Silver ‘Taking Climate Action’

label for 2025 by South Pole, marking five

consecutive years of recognition.

▶

Conducted sustainability assessments with

our top three suppliers to enhance supply

chain ESG performance.

▶

Maintained Scope 1 and Scope 2 emissions

below 30 tCO₂e, achieving our annual target.

▶

Reduced Scope 3

(1)

emissions by 37%

compared to the 2023 base year, well

progressed towards our 2035 target of a

37.5% reduction.

▶

Badged over 2,500 hostels through our

‘Staircase to Sustainability’

framework,

promoting environmental and operational

best practices.

▶

Enhanced the customer carbon offset

experience for hostel stays, allowing

guests to easily offset emissions in

partnership with CarbonClick.

▶

Invested in carbon offset projects to

neutralise emissions from employee and

hostel delegate travel to international

conferences in Tokyo and Seville.

▶

Launched a new series of Sustainability

Stories to highlight the incredible work of

our hostels, and to educate employees

and customers on responsible travel and

environmental best practices.

▶

Promoted responsible travel at the annual

HOSCAR awards, including three ESG-

focused award categories.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Empowering hostels. Informing travellers. Driving meaningful change

#### Staircase to Sustainability

#### Making sustainable travel easy – for hostels and travellers

#### What is it?

Hostels have long been leaders in low-impact, community-driven travel. The

‘

Staircase to Sustainability

’ framework builds on this by helping hostel partners

review, strengthen and showcase the positive impact they make on the planet,

local culture and communities.

Designed specifically for hostels, the framework turns everyday good practice

into visible, trusted progress — making it easier for travellers to choose

sustainable stays.

#### How it works

Built in line with Global Sustainable Tourism Council (GSTC) criteria, the framework is structured around four pillars:

Sustainability

Management

Socio-Economic

Impact

Cultural

Impact

Environmental

Impact

Tracking, measuring and

reporting sustainability

efforts

Supporting people, fair

opportunities and local

communities

Protecting cultural

heritage and promoting

respectful engagement

Reducing environmental

impact through

conservation and

sustainable practices

#### Hostels progress through four levels – from Getting Started to Industry Leaders

#### – with Level 3+ hostels achieving GSTC certification.

•

2,500+ hostels badged

since launch in Q1 2024

• Hostels actively improving

practices and moving up

the

Staircase

.

• Strong traveller demand

for badged hostels –

sustainability matters to

our community

#### Results so far

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Hostelworld Annual Report 2025

#### Sustainabilitycontinued

Opened in Cape Town in 2025, Soul Fam Hostel

is Africa’s first LGBTQ+ inclusive hostel, proving

that hostels can be vital safe havens that

empower travellers to be their most courageous

and authentic selves.

Founder Chase King, created the space after 20 years of

solo travel, during which he rarely found environments

that truly embraced his identity. Built on the principles

of radical inclusion, Soul Fam Hostel is a place where

everyone can be their whole self and form genuine

connections with other travellers and the local community.

The hostel features all-gender bathrooms, inclusive

signage, pronoun pins as well as staff training rooted in

intersectionality. They prioritise partnerships with local,

queer-led businesses for walking tours, workshops and

volunteer opportunities. To foster connection, they host

weekly events like storytelling nights, yoga and

braai

,

which help guests form genuine bonds that go beyond

small talk.

SUSTAINABILITY

STORY

Designing radical belonging:

#### Soul Fam Hostel, South Africa

Desti Youth Hostel, Guangzhou, China

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

TCFD Report

We have identified and assessed our climate-related risks and opportunities and continue to monitor and embed the

identified impacts within our governance, operations, strategic model and risk management framework.

Listing Rule 9.8.6R Compliance Statement

Hostelworld Group plc has complied with the ‘comply or explain’ requirements of LR 9.8.6R by including climate-related

financial disclosures in this section (and in the information available at the locations referenced therein) consistent

with the TCFD recommendations, relating to the parts of the business over which Hostelworld Group plc has

operational control.

Overview of compliance with recommendations

The below table summarises where we have addressed the four areas of TCFD focus, with the 11 associated

recommended disclosures. Further detail is included within this Sustainability Report.

Governance

Disclose the organisation’s governance around climate-related risks and opportunities

Recommended Disclosure

Disclosure Overview

Board’s oversight of climate-

related risk and opportunities.

•

The Board has overall responsibility for the oversight of climate-related risks and

opportunities and their integration into the Group’s strategy, risk management and

financial planning. The Group’s sustainability governance structure, including the

information considered at each level of governance, is set out on pages 48 to 50.

•

Climate-related matters are a standing agenda item within the CFO’s report and

are discussed at every scheduled Board meeting. These updates enable the

Board to monitor progress against climate commitments, assess emerging risks

and opportunities, and provide strategic direction as required.

•

The Board, together with the Audit Committee, undertakes a biannual review of

climate-related risks and opportunities as part of the Group’s principal risk assessment

and risk register review process. This includes consideration of climate-related

impacts on the Group’s business model, performance and long-term viability.

•

The Audit Committee reviews the Group’s TCFD disclosures in the Annual Report and

recommends their approval to the Board. Further detail on climate-related governance

and oversight is also included within the Chair’s Statement, the Principal Risks and

Uncertainties section and the Corporate Governance Report, with particular focus

within the Audit Committee Report.

Management’s role in assessing

and managing climate-related

risks and opportunities.

•

Responsibility for the day-to-day management of climate-related risks and

opportunities is delegated to management through the ESG Steering Committee,

which is chaired by the CFO and meets monthly.

•

The ESG Steering Committee is responsible for implementing the Group’s sustainability

strategy, monitoring performance against climate targets, identifying emerging

climate-related risks and opportunities, and ensuring appropriate mitigation actions

are developed and executed. Regular updates from the ESG Steering Committee

are provided to the Board to support effective oversight and decision-making.

•

Additional information on management’s role in climate-related matters is set out

within the Chief Executive’s Review and the Principal Risks and Uncertainties section

of the Annual Report.

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#### Sustainabilitycontinued

Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s

businesses, strategy and financial planning where material

Recommended Disclosure

Disclosure Overview

Risks and opportunities over the

short, medium, and long-term

•

A summary of the Risk and Opportunity Register is set out within this Sustainability

Report from pages 50 to 59.

Impact on business, strategy and

financial planning

•

The outputs of the climate-related Risk and Opportunity Register have been integrated

into the Group’s strategy and business model. The Group’s strategic focus includes

promoting hostels as a more sustainable accommodation option and supporting

both customers and hostel partners on their sustainability journeys.

•

Climate-related risks and opportunities are considered an integral part of the

Group’s governance framework, strategy development and ongoing management

of the business. Sustainability is a core element of the Group’s strategic narrative,

as reflected in the Chair’s Statement and the Chief Executive’s Review. Identified

climate-related risks and opportunities have been embedded into the Group’s

strategy through initiatives including the promotion of hostels as a sustainable

travel option, the development of the

Staircase to Sustainability

framework, and

the management of the Group’s own emissions and emissions reduction targets.

•

Further detail on how sustainability and climate considerations are integrated into

the Group’s strategy is set out within the Strategic Report on pages 10 to 89.

•

The financial implications of the Group’s sustainability strategy are considered

within the annual budgeting and forecasting process. This includes operating costs

associated with sustainability initiatives, climate-related investments and compliance

with evolving sustainability reporting requirements. Further detail is provided on

page 178.

Resilience of strategy

considering different climate-

related scenarios

•

The resilience of the Group’s strategy has been assessed under a range of climate-

related scenarios, as set out within this Sustainability Report on pages 62 and 63.

Based on this assessment, the Directors consider that the Group’s strategy and

product offering are resilient across the scenarios evaluated.

•

In addition, a climate-related scenario has been incorporated into the Group’s

viability assessment, with further detail disclosed on page 77. This assessment

supports the conclusion that the Group has sufficient resilience and flexibility to

respond to climate-related risks over the assessment period.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Risk Management

Disclose how the organisation identifies, assesses and manages climate-related risks and opportunities

Recommended Disclosure

Disclosure Overview

Climate-related risks and

opportunities identification

and assessment

•

The Group has identified and assessed climate-related risks and opportunities across

the short, medium and long term. This assessment considered both physical and

transition risks, as well as climate-related opportunities relevant to the Group’s

business model. Further detail on the identified risks and opportunities, including

time horizons and potential impacts, is set out on pages 50 to 59.

Climate-related risks and

opportunities management

•

Climate-related risks and opportunities are managed in line with the Group’s

established risk management framework. Each identified risk and opportunity is

assigned an executive owner with responsibility for monitoring, managing and

mitigating the potential impact on the Group.

•

Climate-related opportunities identified through this process are escalated to the

Board and, where appropriate, embedded into the Group’s sustainability strategy

and business planning. This includes initiatives focused on the management of the

Group’s own emissions and supporting hostel partners in their sustainability journeys.

Integration of processes into

overall risk management

•

Climate-related risks and opportunities are reviewed, monitored and reported through

the same processes as the Group’s principal risks and are incorporated into the

Group’s main Risk Register. This ensures consistency in risk identification, assessment,

escalation and oversight.

•

The Group continues to enhance its internal processes to align with the

recommendations of TCFD and to ensure climate-related considerations are

appropriately embedded within the overall enterprise risk management framework.

Founded by two humanitarians and a

Buddhist during the pandemic, Wonderland

Jungle is a hostel, education hub and a

charitable organisation that has equipped

over 300 students with essential skills.

The communal space doubles as a classroom where

volunteers hold free English, computer and art classes

for local children supported by a network of 30 volunteers

both on-site and remotely. A standout initiative is their

dedicated dormitory for Indigenous students, providing

formal education to girls from rural areas. Their dedication

to build a space for education, cultural exchange and

community empowerment earned them the 2025

HOSCARs Community Superhero Award.

Located on the remote island of Koh Tao, Wonderland

Jungle Hostel takes their environmental impact seriously:

they use solar-powered lighting outside, collect rainwater

and run an organic garden. There’s no single use plastic,

and guests can trade in plastic bottle caps collected from

the island’s beaches for a free drink.

SUSTAINABILITY

STORY

Changing lives through education:

Wonderland Jungle Hostel, Thailand

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Metrics and Targets

Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities

Recommended Disclosure

Disclosure Overview

Metrics used to assess risks

and opportunities in line

with strategy and risk

management processes

•

The Group uses a range of metrics to assess and manage climate-related risks and

opportunities in line with its strategy and risk management processes. The primary

metrics monitored and reported annually are greenhouse gas (“GHG”) emissions and

carbon intensity measures, which are considered the most relevant indicators of the

Group’s climate-related performance. These metrics are disclosed on pages 51 to 65.

Scope 1, Scope 2,

and, if appropriate, Scope 3 GHG

emissions and the related risks

•

The Group measures and reports its Scope 1, Scope 2 and relevant Scope 3 GHG

emissions. South Pole has been engaged as an external specialist to support the

calculation and reporting of the Group’s emissions in accordance with recognised

GHG accounting methodologies. Further detail on the Group’s emissions boundaries,

assumptions and methodologies is set out on pages 63 and 64.

•

GHG emissions are a key metric used to assess exposure to climate-related risks,

including transition risks associated with regulation, carbon pricing and stakeholder

expectations. In response, the Group has established Scope 1, Scope 2 and Scope

3 emissions reduction targets, supported by defined roadmaps for their delivery.

Further detail is provided on pages 60 to 65.

Targets to manage risks,

opportunities, and performance

against targets

•

The Group has set climate-related targets to manage climate-related risks and

opportunities and to measure progress against its sustainability objectives. These

targets include emissions reduction targets and other supporting commitments

aligned with the Group’s strategy.

•

Details of the Group’s climate-related targets, together with performance against

those targets where applicable, are disclosed within this Sustainability Report on

pages 51 to 65.

Risk Governance

Board of Directors

The Board of Directors has overall responsibility for

the oversight of climate-related risks and opportunities.

In line with the Group’s principal risk management

framework, the Board determines the nature and extent

of climate-related risks and opportunities that the Group

is willing to accept, ensures that these risks are

appropriately identified and managed, and approves

the Group’s sustainability strategy to support long-

term value creation and the delivery of strategic and

business priorities.

Climate-related matters form part of the regular Board

agenda and are included within each Board update

delivered by the CFO. The CFO, together with the ESG

Steering Committee, provides reporting on sustainability

performance, emerging risks and progress against

climate-related objectives. The Board is supported in its

oversight by its committees, which report regularly to

the Board. Twice a year, the Board update will include

an overview of the TCFD risks and opportunities, as

reviewed by the Audit Committee. On an annual basis,

the Board receive an update on the progress made by

the Group towards its goals and targets, as set out on

page 51 to 65.

The Board’s collective expertise in climate-related and

ESG matters continues to be enhanced through regular

interaction with management and through the experience

of individual Directors gained from service on other

boards with established ESG governance frameworks.

Board Committees

Audit Committee

The Audit Committee oversees climate-related risks

and opportunities as part of its responsibilities for risk

management, internal control and financial reporting.

It reviews and challenges climate-related disclosures,

including metrics and targets, and recommends approval

of TCFD-aligned disclosures to the Board. The Audit

Committee also reviews the Group’s Climate-related

Risks and Opportunities Register twice annually and

monitors the development of climate-related metrics,

targets and performance against those targets. Further

detail is provided in the Audit Committee Report on

pages 123 to 132.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

For over a decade, a&o hostels has proven that

large-scale budget accommodation can lead the

way in reducing environmental impact in the

industry. Operating over 40 hostels in nearly 30

cities, they have slashed their carbon footprint

from 15kg to just 3kg per overnight stay.

Rather than relying on offsetting, they focus on cutting

emissions at the source. Through rigorous tracking of

energy, waste and water, they’ve replaced inefficiencies

with long-term solutions ranging from optimised heating,

green energy, water-efficient shower heads to removing

high-emission foods like tropical fruit and seafood from

their menus. The initiative is powered by staff engagement,

with 200 emission-cutting ideas coming directly from the

staff. Each hostel also has a sustainability advocate who

ensures that sustainability actions meet the local needs.

a&o hostels are part of the small group who have reached

Level 3 in the ‘

Staircase to Sustainability

’ framework.

SUSTAINABILITY

STORY

#### Leading hostel industry decarbonisation: a&o hostels, Europe

Remuneration Committee

The Remuneration Committee considers annually

whether climate-related or sustainability metrics should

be incorporated into executive remuneration structures.

At present, the Group does not include ESG or climate-

related metrics within its remuneration policies.

Nomination Committee

The Nomination Committee considers sustainability and

ESG experience as part of Board composition and

succession planning, ensuring that the Board maintains

the appropriate balance of skills, experience and

knowledge to effectively oversee climate-related matters.

Management Responsibilities

Group Management is responsible for the day-to-day

management of climate-related risks and opportunities

and for delivering the sustainability strategy and

associated roadmaps approved by the Board. This

includes embedding climate-related considerations into

business planning, operations and decision-making in

line with Board-approved policies and objectives.

The ESG and TCFD Steering Committee, chaired

by the CFO, supports management in fulfilling these

responsibilities. The Steering Committee comprises

senior representatives from group finance and legal,

global markets (“GMT”, who manage the day-to-day

relationship with hostels), people, product and marketing

functions. It oversees the implementation of the

sustainability strategy, monitors progress against climate-

related commitments and TCFD recommendations and

coordinates the preparation and publication of annual

sustainability and climate-related disclosures.

Members of the Steering Committee receive targeted

sustainability and regulatory training and maintain

ongoing access to external advisors and briefings to

remain informed of evolving ESG and TCFD requirements.

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#### Sustainabilitycontinued

Operational Ownership and Execution

Operational responsibility for managing climate-related

risks and delivering sustainability initiatives is embedded

across the business:

•

Global Markets are responsible for engagement

with hostel partners, including supporting the

delivery of the ‘

Staircase to Sustainability

’

framework and promoting sustainable practices

across the marketplace.

•

Finance & Legal provide governance and technical

support, including oversight and verification of

climate-related data and emissions calculations,

assessment of financial impacts, and preparation

of sustainability and TCFD-aligned disclosures.

•

PR & Marketing are responsible for reviewing and

communicating sustainability-related information to

internal and external stakeholders, ensuring accuracy,

consistency and alignment with the Group’s strategy.

•

Product & Growth Teams manage the development

and delivery of product initiatives and platform

functionality linked to sustainability, including

customer-facing features and the

Staircase to

Sustainability

framework.

•

Employees receive regular sustainability updates

through townhalls and internal communications and

are encouraged to act responsibly in their day-to-

day activities, including the management of travel-

related emissions where relevant.

Identifying and Managing Climate‑Related

Risks and Opportunities:

The Group undertakes a robust assessment of climate-

related risks and opportunities twice a year. These are

monitored and reported through a bottom-up process,

combining internal expertise and, where required,

guidance from external specialists such as South Pole

and other climate and emissions experts to ensure

alignment with evolving regulations and best practice.

Each risk or opportunity is assigned an owner from the

ESG and TCFD Steering Committee, ensuring expert

oversight and accountability. Identified risks and

opportunities are assessed based on:

•

Likelihood of occurrence

•

Time horizon of potential impact

•

Effectiveness of existing mitigations to evaluate

residual risk

•

Potential financial and operational implications for

the Group

The assessment process engages relevant subject-

matter experts across the business, including Group

Finance, Group Legal, and the Chief Supply Officer,

who oversees hostel relationships and assesses

potential impacts on the Group’s supply chain.

The resulting Risk and Opportunity Register is reviewed

by the ESG and TCFD Steering Committee and presented

biannually to the Audit Committee, alongside the Group’s

main Risk Register. The Audit Committee, in turn, submits

the register to the Board for final approval.

The material climate-related risks and opportunities

identified through this process are summarised in the

table below, with commentary on how the Group

manages them to minimise potential financial, operational,

and reputational impacts.

Principal Risks and Opportunities Register:

Time Horizon:

•

Short:

Up to three years. Aligned with our Group

Viability Statement and the Board approved budget

and two-year outlook.

•

Medium:

From three to ten years. Nearer term to

capture transition risks and opportunities, embedded

with our sustainability strategy and also aligns to the

longest contracts in place at Hostelworld.

•

Long:

Beyond ten years. Greatest level of uncertainty

associated with these climate-related risks and

opportunities, primarily linked to the physical

risks identified, and aligns with the visions and

commitments of the Climate Pledge and the

governments we serve.

Impact categorisation:

•

Low:

Limited damage or upside to the Group if the

risk or opportunity materialised, taking account of

mitigation in place. Low is defined at Nil to €0.5 million

financial impact.

•

Medium:

Some damage or upside to the Group if the

risk or opportunity materialised, taking account of

mitigation in place. Medium is defined at €0.5 million

to €2 million financial impact.

•

High:

Significant financial impact to the Group

through damage or upside if the risk or opportunity

materialised, taking account of mitigation in place.

Significant is defined at > €2 million financial impact.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Transition Risk – Policy, Legal, Market & Reputational

Regulatory, Public Scrutiny and Reputational Risk

Risk Description

As a global online travel platform, the Group is exposed to increasing regulatory requirements, public

scrutiny and reputational risk arising from climate change and sustainability expectations.

Shifting societal expectations, heightened shareholder scrutiny and evolving consumer preferences

towards lower-carbon travel options could adversely impact brand value, customer loyalty and

demand for the Group’s services if the Group is perceived as lagging on climate action.

Regulators are introducing more stringent climate-related regulations, disclosure obligations and

consumer protection rules, including requirements relating to GHG emissions reporting, sustainability

claims, carbon offsetting, and supply-chain transparency, and increasing scrutiny of “greenwashing”.

At the same time, consumers, investors and employees increasingly expect travel platforms to

demonstrate credible action on climate change, support sustainable travel options and provide

transparent, accurate sustainability information. Failure to meet these expectations could result in

loss of trust, brand damage, reduced customer loyalty and potential adverse impacts on revenue.

As an intermediary platform, the Group also faces heightened reputational risk linked to sustainability

practices of accommodation partners and travel providers listed on the platform, particularly where

environmental claims made by partners are inaccurate, inconsistent or unsubstantiated.

Potential impacts

Regulatory compliance costs associated with implementing new climate-related disclosure, reporting

and assurance requirements across multiple jurisdictions.

Legal and enforcement risk, including fines, sanctions or corrective actions related to misleading

sustainability claims or non-compliance with disclosure obligations.

Reputational damage arising from adverse media coverage or social media criticism related to climate

impact, perceived inaction, or greenwashing.

Loss of consumer confidence if sustainability information is unclear, inconsistent or lacks credibility,

potentially impacting booking volumes and customer retention.

Impact

Categorisation

Medium

Time Horizon

Short to medium term (1-3 years):

Increased disclosure requirements, regulatory enforcement, and

public scrutiny.

Medium to long term (3-10 years):

Heightened expectations for demonstrable emissions reductions

and verified data measurement and sustainability performance across the value chain.

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#### Sustainabilitycontinued

Regulatory, Public Scrutiny and Reputational Risk

Risk Management

and Mitigation

The Group manages this risk through a combination of governance oversight, policy development,

operational controls and transparent reporting:

Governance and oversight:

Climate-related risks and opportunities are overseen by senior

management and the Board, with regular reporting on regulatory developments, stakeholder

expectations and reputational considerations.

Regulatory monitoring:

Ongoing monitoring of climate-related regulation and disclosure requirements

across key jurisdictions to ensure timely compliance and alignment with evolving standards, including

TCFD-aligned reporting.

Robust sustainability governance:

Clear internal policies governing sustainability claims, carbon

offsetting, and partner communications to reduce the risk of greenwashing.

Partner engagement and controls:

Processes to engage with accommodation and travel partners

on sustainability practices, including

Staircase to Sustainability

framework which is bedded in GSTC

guidance. Hostelworld engages with credible third parties to ensure sustainability claims are credible

and founded in third party evidence and guidance.

Transparency and reporting:

Public disclosure of climate-related metrics, targets and progress in line

with recognised frameworks, such as risk and opportunity reporting under TCFD and GHG emission

reduction targets set in line with SBTi criteria which help by enhancing credibility with investors and

other stakeholders.

Stakeholder engagement:

Active engagement with customers, investors, suppliers and employees

to understand expectations and maintain trust. Stakeholder engagement is supported through

regular disclosures in the Group’s Sustainability Report, website communications, investor market

updates and participation in investor roadshows. These activities help manage reputational risk and

support investor confidence.

Metrics

•

Any datapoints received through stakeholder engagement.

•

Any negative press announcements or regulator comments concerning sustainability, which may

impact how we view the materiality of this risk if legal or regulatory action is taken against corporates.

Targets

•

Zero negative press news stories regarding Hostelworld or negative regulator comments on

our disclosures.

Transition Risk – Policy, Legal, Market & Reputational

continued

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Transition Risk – Market & Reputational

Market Change/Customer Sentiment Risk

Risk Description

The Group is exposed to risks arising from shifts in customer preferences and market dynamics in

response to climate change. As awareness of climate impacts grows, customers are increasingly

factoring sustainability considerations into travel decisions, including destination choice, accommodation

type, travel frequency and perceived environmental credentials of travel platforms. These changes may

affect both demand for travel and hostel services and the cost of supply, with potential implications

for revenue and platform performance.

Rising supply costs:

Carbon pricing, aviation taxes, or other regulatory measures designed to reduce

greenhouse gas emissions may increase the cost of flights and other travel services. Higher prices may

reduce customers’ willingness to book travel, particularly for younger, price-sensitive demographics.

Changing customer behaviour:

Growing environmental awareness and preference for sustainable

travel may lead to shifts in consumer demand. Customers may increasingly select accommodation,

transportation, or experiences with lower environmental impact, potentially reducing demand for

long-haul travel or products that are not aligned with these preferences.

Market competitiveness and brand perception:

Failure to offer sustainable travel options or to

communicate environmental initiatives effectively may affect the Group’s brand and competitiveness,

as customers increasingly consider environmental performance in their booking decisions.

Pace of change:

For an OTA, there is a risk that shifts in customer sentiment towards more sustainable

travel options may outpace the Group’s ability to adapt its product offering, technology, data transparency

or hostel partner ecosystem. Failure to provide credible, accessible sustainability information or

sustainable travel options could lead customers to migrate to competitors perceived as better aligned

with evolving values and expectations.

Potential Impacts

Reduced customer demand if customers opt not to travel.

Loss of market share to competitors offering clearer sustainability credentials, lower-carbon travel

options or more effective sustainability filters and disclosures.

Revenue volatility arising from changing destination demand linked to climate impacts or consumer

behaviour shifts.

Increased investment requirements to enhance technology, data capabilities and hostel engagement

in response to market expectations.

Quantifying the financial impact is challenging due to uncertainty around the timing, severity, and

geographic distribution of customer behaviour changes. However, the Group’s target demographic

(18–34-year-olds) tends to view travel as a “rite of passage,” and historical booking patterns suggest

relatively low sensitivity to small cost increases, which helps mitigate potential revenue losses from

higher supply costs or modest pricing adjustments.

Impact

Categorisation

High

Time Horizon

Short to medium term (1-3 years):

Shifting consumer preferences, increased sustainability awareness

and competitive differentiation.

Medium to long term (3-10 years):

Structural changes in travel behaviour, destination viability and

long-term demand patterns.

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#### Sustainabilitycontinued

Market Change/Customer Sentiment Risk

Risk Management

The Group seeks to mitigate market and customer sentiment risk through continuous adaptation of its

strategy, product offering and focusing on the inherent sustainable nature of hostelling. Hostelworld

offers a product that addresses the need of customers who want to travel but are looking for more

sustainable travel options.

Customer insight and monitoring:

Regular monitoring of customer behaviour, booking patterns and

sentiment to identify emerging trends related to sustainability and climate awareness.

Product and platform development:

Ongoing investment in technology and user experience to

support sustainable travel choices, including filtering for

Staircase to Sustainability

badged hostels,

facilitating carbon offsets for customers who wish to cover the carbon impact of their hostel stay,

and educational content.

Partner engagement:

Working with hostel providers through the

Staircase to Sustainability

initiative

to improve sustainability practices and data quality, enabling clearer and more credible information

for customers.

Geographical spread:

The Groups revenue is diversified across diverse destinations, which reduces

exposure to climate-impacted markets and evolving demand patterns.

Transparent communication:

Clear, consistent communication with customers regarding sustainability

initiatives, limitations of available data to measure emissions associated with hostel stays, and progress

against climate commitments to build trust and credibility.

Metrics

•

Volume of badged hostels.

•

Customer usage of sustainability filters or features including the ability to offset their hostel stay.

•

Booking growth rates for sustainability-badged accommodation.

•

Bookings and conversion by customers, monitored in each destination may flag any changes in

demand driven by changing customer sentiment.

Targets

•

A specific product and experiment launched by our Product and Growth team focused on sustainability,

which operates as a mitigation to shifting customer sentiment to more sustainable options.

Transition Risk – Policy, Legal, Market & Reputational

continued

Wild Rover Cusco, Peru, South America

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Physical Risk – Chronic

Longer‑Term Shifts in Climate Patterns

Risk Description

The Group is exposed to long-term changes in climate and weather patterns, which may manifest as

sustained temperature increases, rising sea levels, prolonged droughts, or altered precipitation patterns.

For an online travel platform, these chronic climate impacts may gradually alter the attractiveness,

accessibility and viability of destinations offered on the platform, impact travel behaviour and hostel

operations. Urban heat stress can impact demand for city breaks in summer.

Potential Impacts

Destination and demand shifts:

Changes in climate conditions may alter the attractiveness of certain

destinations, reducing bookings in affected regions.

Increased seasonality volatility, as traditional peak travel seasons shift or shorten due to changing

climate conditions.

Partner and supply-chain effects:

Hostels and other accommodation partners may face higher

operational costs due to cooling or heating requirements, water scarcity, or the need for infrastructure

adaptations to withstand chronic climate impacts. In extreme cases, some properties may be forced

to close permanently or relocate.

Revenue and operational implications:

Regional declines in bookings and increased costs for partners

could indirectly affect the Group’s revenue, supply reliability, and platform offerings.

While the Group’s asset-light, digital platform model limits direct exposure to physical damage, it is

dependent on the ongoing availability and resilience of partner hostels. The Group continues to monitor

long-term climate trends, engage with hostel partners through the

Staircase to Sustainability

framework,

and integrate climate considerations into strategic planning.

It is difficult to currently quantify financial impact as a broad range of outcomes are possible based on

potential countries impacted, but the overall risk would be considered low driven by the disaggregation

of our revenue and the high volume of bookings/customers. Several locations would need to be

impacted at the same time with 100% hostel closure for the financial impact to be considered as

medium or high.

The Group’s diverse geographic presence and large, flexible customer base – particularly the

18-34

-year-old demographic – mitigates the risk. Historical booking behaviour, for example during

the 2010 Icelandic volcanic ash cloud, shows that customers often redirect travel to alternative

destinations when access to specific locations is restricted.

Additionally, the Group’s partner hostels typically have low physical setup and regulatory costs, which

allows them to adapt or relocate more readily than other types of accommodation, further reducing

potential disruption to supply.

Impact

Categorisation

Low

Time Horizon

Medium to long term (3-10 years):

Gradual but persistent impacts on destination viability, supply chains

and travel patterns.

Risk Management

and Mitigation

Destination and inventory diversification:

Maintaining a broad and geographically diverse portfolio of

destinations and accommodation types to reduce reliance on any single region exposed to chronic

climate stress.

Climate-informed planning:

Incorporating climate trend analysis and external climate data into long-term

strategic and commercial planning, including scenario analysis where appropriate.

Hostel engagement:

Engaging with hostels through the ‘

Staircase to Sustainability

’ initiative to

understand climate-related operational challenges and support adaptation measures, including water

efficiency, energy resilience and sustainable operations.

Metrics

•

Bookings and conversion by customers, monitored in each destination may flag any changes in

demand as a result of physical chronic risk.

•

Booking volumes and revenue by geography and climate-exposed regions.

•

Changes in seasonality and length of peak travel periods.

•

Supply availability and partner churn in climate-vulnerable destinations.

Targets

•

None

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#### Sustainabilitycontinued

Physical Risk – Acute

Extreme Weather Events (Hurricanes, Flooding) Impacted Travel in the Impacted Areas

Risk Description

Acute physical risks arising from climate change include an increased frequency and severity of

extreme weather events such as hurricanes, storms, flooding, wildfires and heatwaves. These events

can disrupt travel infrastructure, accommodation availability and traveller mobility in affected regions.

For an online travel platform, extreme weather events may result in short-term travel disruption,

including booking cancellations and temporary closures of hostel partners. Repeated or severe

events can undermine traveller confidence in impacted destinations, negatively affecting demand

and booking volumes during and immediately following such events.

Extreme weather events may also place pressure on the platform’s operational processes, including

customer support capacity, refund workflows, partner communications and reputational management.

Potential Impacts

Revenue volatility due to increased cancellations and reduced bookings in affected regions.

Operational disruption, impacting the customer service and hostel support GMT teams.

Reputational risk if travellers perceive inadequate support or communication during disruption events.

Hostel supply disruption, as accommodation providers experience temporary closures or damage to

assets and infrastructure.

Increased insurance and adaptation costs for hostel partners, may potentially impact pricing

and availability.

The frequency and severity of acute weather events are expected to increase under higher warming

scenarios, particularly in regions prone to hurricanes, flooding or wildfires. While the Group’s digital

platform and asset-light model limit direct exposure to physical damage, the resilience of the business

is dependent on the continuity and availability of hostel properties.

While individual events may reduce bookings in specific regions, the overall financial impact on the

Group is generally limited and short-term due to the geographic diversity of the Group’s partner network

and its asset-light operating model, multiple simultaneous extreme events affecting a significant

proportion of the supply chain would be required before revenue impacts reach a medium or high level.

Impact

Categorisation

Low

Time Horizon

Short to medium term:

Immediate impacts during and following extreme weather events.

Risk Management

and Mitigation

Geographic diversification:

Maintaining a globally diversified destination portfolio to reduce financial

exposure to single-event or regional disruptions.

Real-time monitoring and response:

Monitoring extreme weather events, hostel and customer

communications and support.

Customer support readiness:

In place customer service crisis management processes to manage

surges in enquiries, cancellations and rebookings during disruption events.

Flexible booking and refund policies:

Free Cancellation booking product to support flexible

cancellation and rebooking options during extreme weather events.

Hostel engagement:

Engaging with hostels through

Staircase to Sustainability

initiative to understand

climate-related operational challenges and support adaptation measures, including water efficiency,

energy resilience and sustainable operations.

Metrics

•

Bookings and conversion by customers, monitored in each destination may flag any changes in

demand as a result of physical acute risks.

•

Customer service volumes and response times during disruption periods.

•

Frequency and severity of extreme weather events impacting key destinations.

Targets

•

None

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Transition Opportunity – Products and Services

Opportunity to support hostels and customers through delivery of sustainable products

Opportunity

Description

Opportunity to support hostels on their sustainability initiatives regardless of what stage they are at

on their journey through our ‘

Staircase to Sustainability

’ framework. By investing in hostels, their

sustainability initiatives and education we can increase the reliability of supply chain and their resilience,

leading to competitive advantage, as well as alignment with stakeholder and regulator expectations,

and work towards a net zero target by 2040.

Growing customer awareness of climate change and demand for more responsible travel options

presents an opportunity for the Group to scale sustainable products and services.

By supporting hostel partners to measure, improve and communicate their sustainability practices,

and by enabling customers to identify and choose more sustainable travel options, the Group can

strengthen its value proposition, enhance customer trust and drive long-term growth.

Potential Impact on

the Business

Increased customer engagement and conversion as sustainability becomes a stronger driver of travel

decision-making.

Improved brand differentiation and competitiveness in the OTA market through sustainability initiatives

such as the

Staircase to Sustainability

framework and Sustainability stories.

Enhanced partner relationships through value-added sustainability tools and insights.

Increased supply quality and resilience as accommodation partners adopt more sustainable

operating practices.

Potential revenue growth from new or enhanced product features aligned with sustainable travel demand.

The direct costs associated with this opportunity primarily relate to the allocation of existing internal

resources, including wages and salaries within the Group’s technology, product development and

global market teams, to design, test and scale sustainability-related features and partner support tools.

As these activities are delivered through existing product squads and roadmaps, the incremental

financial impact is assessed as low and not material to the Group’s cost base.

From a product success point of view, we believe this opportunity to have a high impact. For example,

Hostelworld is uniquely positioned to assist hostels with the measurement of their emissions and

help them on their journeys to be audit ready so they can apply for a formal certification through our

‘

Staircase to Sustainability

’ framework.

From a strategic and commercial perspective, the potential impact of this opportunity is assessed as

high. As a leading digital platform for hostels, the Group is uniquely positioned to support partners in

measuring and managing their emissions, improving data quality, and progressing towards audit

readiness and formal sustainability certification through the ‘

Staircase to Sustainability

’ framework. This

capability has the potential to strengthen partner relationships, improve the resilience and quality of the

Group’s accommodation supply, and differentiate the platform in an increasingly sustainability-conscious

travel market.

Impact

Categorisation

Low (financial)

Time Horizon

Short to medium term.

Opportunity

Management

and Delivery

Continued focus on

Staircase to Sustainability

platform features that allow accommodation partners

to assess, improve and showcase sustainability practices.

Focus on customer-facing tools to surface more sustainable accommodation options and inform

booking decisions and ongoing monitoring of customer uptake and engagement.

Continued collaboration with third-party sustainability experts and certification bodies to ensure

credibility and consistency.

Metrics

•

Volume of product offerings and experiments to further enhance the sustainable nature

of hostelling.

Targets

•

One sustainable focused product to be delivered annually.

•

Overall ambition to work towards net zero by 2040.

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#### Sustainabilitycontinued

Opportunity – Resource Efficiency & Climate Mitigation

Reduce and manage Hostelworld’s emissions

Opportunity

Description

There is an opportunity to continue to reduce the Group’s greenhouse gas emissions and operating

costs through the continued efficient use of resources and optimisation of ways of working. Actions

already implemented to reduce the Group’s environmental impact include operating a largely

paperless office environment, promoting recycling across all locations, and implementing energy

and natural resource conservation measures such as water flow controls, controlled lighting and

efficient air-conditioning systems. In addition, the Group’s people policies support flexible and hybrid

working arrangements, enabling employees to work remotely where appropriate and reducing

emissions associated with daily commuting and business travel.

By managing our own emissions tightly, Hostelworld can demonstrate credible and measurable

climate action measures which strengthen trust with customers, employees, investors and partners.

Looking ahead, the Group will continue to identify and implement further opportunities to improve

operational efficiency and reduce internal emissions as part of its wider sustainability roadmap.

Potential Impact on

the Business

For emissions that the Group directly controls, the potential impact of this opportunity on the Group’s

operations is assessed as low. Hostelworld operates an asset-light, low-emissions operating model,

with limited Scope 1 emissions and relatively low Scope 2 emissions. The Group utilises shared and

serviced office locations across their main locations, which significantly limits direct energy consumption

and reduces exposure to energy price volatility and carbon-related costs. As a result, actions to

further optimise internal emissions are not expected to have a material impact on the Group’s direct

operations or financial performance.

While the quantitative impact of internal emissions reductions is limited, these actions remain

strategically important. They support regulatory compliance, help manage future transition risks,

and demonstrate leadership and credibility in the Group’s wider climate commitments, particularly

in the context of increasing scrutiny of corporate environmental claims.

The Group’s most material emissions sit within Scope 3, which are largely outside its direct operational

control and represent the largest proportion of its reported footprint. Although internal operational

measures alone will not materially change the Group’s overall emissions profile, they form an

important foundation for the delivery of the Group’s longer-term Scope 3 reduction targets for 2035

and 2040. In particular, strong internal emissions management supports engagement with suppliers

and partners, enhances data quality, and underpins the Group’s ability to influence emissions reductions

across its value chain.

Overall, this opportunity is assessed as a low financial impact in isolation, but moderate strategic

importance when considered in the context of the Group’s broader transition strategy, stakeholder

expectations and long-term climate commitments.

Impact

Categorisation

Low to medium

Time Horizon

Short to long term to align with the Scope 3 emission targets we have recently set.

Opportunity

Management

and Delivery

Low-carbon operating model:

Maintaining agile working practices, smaller environmentally conscious

co-working spaces and a fully cloud-hosted technology infrastructure to keep Scope 1 and 2 emissions

at nominal levels.

Supply chain engagement:

Working with suppliers who have set Science Based Targets or Net Zero

commitments, and prioritising partners with credible emissions reduction plans.

Emissions targets:

Maintaining Scope 1 and 2 emissions below 30 tCO₂e annually and progressing

toward Scope 3 reduction targets (37.5% by 2035 and 90% by 2040, relative to the 2023 baseline).

Data and governance:

Ongoing improvement in emissions data quality, supplier assessments and

internal governance through ESG Steering Committee oversight and regular Board updates.

Climate action investment:

Using high-quality climate projects to compensate for residual emissions

while prioritising emissions reductions within the Group’s direct control.

Metrics

•

Scope 1, Scope 2 and Scope 3 emissions.

•

Volume of investments in climate action projects.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Reduce and manage Hostelworld’s emissions

Targets

•

To maintain Scope 1 and Scope 2 emissions below 30 tCO

2

e.

•

Reduce Scope 3 emissions by 37.5% by 2035, when compared to 2023 baseline, excluding emissions

associated with hostel stays (further detail on exclusion set out on page 65).

•

Reduce Scope 3 emissions by 90% in 2040, when compared to 2023 baseline, excluding emissions

associated with hostel stays (further detail on exclusion set out on page 65).

•

Overall ambition to work towards net zero by 2040.

•

Obtain a ‘Taking Climate Action’ label, or similar, from a reputable third party annually and set a

future target of a Gold ‘Taking Climate Action’ label with South Pole, or equivalent with another party.

•

By 2026 ensure over 90% of our purchased consumables will be with suppliers who are either

climate neutral or who have established their own SBTi targets to be climate neutral by 2030.

Black Llama Hostel in the heart of Cusco brings

Andean culture to life. Guests enjoy garden hangouts,

local meals and immersive experiences such as coca

leaf readings, bean-to-bar chocolate workshops,

Pisco Sour classes, and heritage walking tours – all

connecting travellers with Cusco’s history, culture

and community.

#### • 2026 WINNER •

The Culture Champion Winner:

#### Black Llama Hostel Cusco

#### Cusco, Peru

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#### Sustainabilitycontinued

Sustainability Targets and Commitments

We continue to monitor performance against

previously established sustainability targets and have

introduced additional commitments to strengthen our

climate strategy.

The Group has set the following commitments, and

has delivered against each in 2025:

Third-party assurance and transparency

Maintain an annual sustainability label, or equivalent

certification, from a reputable third party. This will verify

that the Group has appropriately quantified its emissions,

established an emissions reduction roadmap with

defined targets, and made climate investments to

address emissions that cannot be eliminated.

Scope 1 and Scope 2 emissions

•

Hostelworld established near-term science-based

targets in 2021, using 2021 as the base year. These

targets included absolute reduction targets for

Scope 1 and Scope 2 emissions, with a commitment

to achieve a 42% reduction by 2030. Hostelworld

achieved this reduction ahead of schedule in 2022,

compared with the 2021 base year

•

Maintain total Scope 1 and Scope 2 emissions below

30 tCO₂e per annum.

Scope 3 emissions reduction (excluding emissions

associated with hostel stays, further detail on

exclusion set out on page 65)

•

Reduce Scope 3 emissions by 37.5% by 2035,

compared to a 2023 baseline.

•

Reduce Scope 3 emissions by 90% by 2040,

compared to a 2023 baseline.

In central Lisbon, Sunset Destination Hostel is a hub

for connection between travellers and locals – over

the past year more than 200 guests have joined

community events from rooftop sunsets and Fado

nights to Community Nights, volunteer clean-ups,

and collaborations with local artists and non-profit

organisations such as Refood and Serve the City

supporting underserved communities.

#### • 2026 WINNER •

The Community Superhero Winner:

#### Sunset Destination Hostel

#### Lisbon, Portugal

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Sustainable procurement

Ensure that over 90% of purchased goods and services

are sourced from suppliers that have established

Science Based Targets initiative (“SBTi”) targets, or

equivalent commitments, aligned to achieving net zero

by 2040.

Climate action and residual emissions

Take responsibility for residual operational emissions that

cannot be eliminated through investment in high-quality

climate action projects, with all investments made through

reputable third-party providers and reviewed annually.

Employee engagement

Deliver at least one dedicated sustainability-focused

employee engagement initiative each year.

Product and growth integration

Ensure that the product and growth teams maintain an

annual roadmap of initiatives and experiments

specifically focused on sustainability outcomes.

Targets and Metrics Under Review

The Group is actively assessing the following areas,

where further commitments are dependent on data

quality, methodology and external collaboration:

Hostel Scope 3 emissions measurement

The Group is evaluating the feasibility of accurately

and comprehensively measuring Scope 3 emissions

associated with hostels, with the intention of setting

a reduction target aligned with SBTi criteria. At present,

no timeline has been committed to due to the complexity

and data dependencies involved. Hostelworld is also

awaiting further clarification and updates to the GHG

Protocol, specifically in relation to the potentially

upcoming “Category 16 (facilitated emissions)”. Further

detail is set out on page 65.

Net zero ambition

The Group’s ambition to achieve net zero by 2040 is

largely dependent on progress in measuring and

reducing hostel-related Scope 3 emissions.

Enhanced third-party sustainability accreditation

Subject to continued partnership with South Pole,

improved measurement of hostel Scope 3 emissions

may enable the Group to work towards achieving the

Gold “Taking Climate Action” label. Further detail is

included on page 65.

The Impact of Climate Change on our

Financial Statements

In preparing the Group’s Consolidated Financial

Statements for the year ended 31 December 2025, the

Directors considered the potential impacts of climate-

related risks and opportunities on the Group’s financial

position, performance and prospects. This assessment

was informed by the Group’s climate risk assessment

on page 74 and scenario analysis included in the

Viability Statement on page 77.

Given the Group’s asset-light business model and the

nature of its operations, the Directors concluded that

climate-related risks did not have a material impact on

the key judgements, estimates or assumptions used in

the preparation of the financial statements. Accordingly,

no material impacts were identified on the carrying values

of the Group’s assets and liabilities, including goodwill,

intangible assets, property, plant and equipment and

financial instruments, as at 31 December 2025.

Management performed a detailed assessment during

2025 and did not identify any indicators that would

require the recognition of additional provisions,

contingent liabilities, onerous contracts or asset

impairments arising from climate-related matters.

No changes were required to the Group’s accounting

policies or critical accounting estimates as a result of

climate considerations.

The Group’s 2025 operating results, 2026 budget,

two-year outlook for 2027 and 2028 and management

forecasts for 2029 and 2030, incorporate the expected

costs associated with delivering the Group’s sustainability

roadmap. These include personnel costs to support

existing climate commitments and targets, together

with anticipated expenditure on emissions reduction

initiatives and investments in climate action projects.

Further information is provided in the relevant note

to the financial statements on page 178.

The Directors continue to monitor the resilience of the

Group to climate-related risks and opportunities. Based

on the Group’s current strategy, climate scenario

assessment and mitigation actions, the Directors consider

that climate-related risks do not give rise to a material

uncertainty that would impact the Group’s ability to

continue to operate or the recoverability of its assets. This

conclusion reflects the Group’s global operating footprint,

the nature of its partner relationships, and its ongoing

programme of emissions reduction and sustainability

initiatives, including the ‘

Staircase to Sustainability

’

framework and target setting aligned with SBTi criteria.

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#### Sustainabilitycontinued

Climate risks are considered as part of the Group’s

long-term strategic planning and capital allocation

processes. Insights from climate risk assessments

inform decisions related to destination focus, platform

development, hostel partner strategy and resilience

planning, supporting the Group’s ability to adapt to

evolving climate conditions while continuing to meet

customer demand.

Scenario Analysis

The Group has assessed the resilience of its strategy

under a range of climate-related scenarios, in line with

the recommendations of TCFD. The analysis considered

how different climate pathways could affect the Group’s

operations, cost base, customers and supply chain over

the short, medium and longer term.

Two climate scenarios were assessed:

Low transition risk/low physical risk (1.5°C scenario)

This scenario assumes coordinated global action to

reduce greenhouse gas emissions, limiting the increase

in global average temperatures to no more than 1.5°C

above pre-industrial levels by 2100, consistent with the

objectives of the Paris Agreement. Under this pathway,

the Group assumed an accelerated transition driven by

increasing climate-related regulation, policy intervention

and higher costs associated with decarbonisation across

the economy. The principal potential impacts identified

for the Group relate to higher operational and compliance

costs, increased expectations from customers and

partners, and the need for continued investment in

emissions management and reporting capabilities.

High transition risk/high physical risk (4°C scenario)

This scenario assumes limited global action to curb

emissions, resulting in global warming of up to 4°C by

2100. In this pathway, emissions remain high and the

pace of transition is slower in the near term; however,

the physical impacts of climate change become

increasingly pronounced, particularly by 2030 and

beyond. The most significant risks identified for the

Group under this scenario relate to the increasing

frequency and severity of extreme weather events, which

could disrupt hostel operations, affect destination

availability, and impact customer travel patterns.

The scenario analysis is subject to inherent limitations,

including uncertainty regarding the timing, magnitude

and geographic distribution of climate-related risks

and opportunities, as well as the evolving nature of

policy, technology and market responses. Given these

uncertainties, the analysis was qualitative in nature.

Longboard Paradise Surf Club is a fully solar-

powered surf sanctuary in Rio that saves

800,000 litres of drinking water a year through

rainwater reuse. It is packed with recycling

points and coastal restoration plantings to

protect the local ecosystem. The Eco Warrior

winner of 2026 is where travellers ride waves

and protect the ocean.

#### • 2026 WINNER •

The Eco Warrior Winner:

#### Longboard Paradise

#### Surf Club

#### Rio de Janeiro, Brazil

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

The outcomes of the scenario analysis did not result in

changes to the Group’s overall strategy. Both scenarios

reaffirmed the importance of the Group’s existing

strategic focus on managing its own emissions,

maintaining operational resilience, and supporting

hostels in progressing their sustainability journeys.

Further consideration of climate-related risks is included

within the Group’s Viability Statement on page 77 and

Going Concern assessment on page 158 and within

note 1 to the Financial Statements.

GHG Accounting and Target Setting

1. Monitoring our Emissions

South Pole are a third party specialist who have calculated the GHG emissions for Hostelworld’s operations.

2025

2024

2023

2022

2021

2020

2019

Scope 1 – Direct emissions from sources owned/

controlled by Hostelworld (tCO

2

e)

–

–

–

–

1

–

–

Scope 2 – Indirect emissions from energy usage (tCO

2

e)

7

7

7

15

72

127

134

Scope 3

(1)

– Indirect emissions from activities of the

Company, but not under company control (tCO

2

e)

1,514

1,520

2,412

1,576

542

62

782

Total emissions (tCO

2

e)

1,521

1,527

2,419

1,591

615

189

916

Net Revenue (€m)

93.8

92.0

93.3

69.7

16.9

15.4

80.7

Intensity Ratio (tCO

2

e/€m)

16.2

16.6

25.9

22.8

36.4

12.3

11.4

FTE, number of people employed 31 December

(including Executive Directors)

269

227

223

241

215

244

325

Intensity Ratio (tCO

2

e/FTE)

5.7

6.7

10.9

6.6

2.9

0.8

2.8

Investments in climate action projects made – tCO

2

e

1,521

1,527

2,419

1,591

615

n/a

n/a

(1)

Scope 3 emissions exclude emissions associated with hostel stays, with the exclusion explained on page 65.

There have been no changes to the methodology to

calculate emissions since 2021. Hostelworld have

evolved their measurement basis over time as data

collection improved and guidance was updated. In

each year, Scope 3 emissions excludes any emissions

associated with our hostels and accommodation

providers. Further detail is set out on page 65. Prior to

2021, Scope 3 emissions excluded paid marketing

costs incurred.

Scope 1 emissions, primarily arising from refrigerants,

and Scope 2 emissions from purchased electricity

and heating, together account for less than 1% of

Hostelworld’s total greenhouse gas emissions. The

majority of Hostelworld’s emissions are Scope 3

emissions, meaning these occur within the supply

chain, reflecting the nature of our asset-light business

model and the emissions associated with our supply

chain. The most material Scope 3 categories are

purchased goods and services which comprise of

direct marketing costs (mainly Google) and legal and

accounting costs, business travel, and employee

commuting/teleworking.

Greenhouse gas emissions have been measured in

accordance with the Companies (Directors’ Report)

and Limited Liability Partnerships (Energy and Carbon

Report) Regulations 2018. The Group has applied the

GHG Protocol Corporate Accounting and Reporting

Standard (revised edition), using data collected to meet

the requirements of the former CRC Energy Efficiency

Scheme and emissions factors published by Defra and

the UK Government conversion factors for Company

Reporting (2018), where supplier-specific disclosures

were not available.

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#### Sustainabilitycontinued

The below table demonstrates the overall energy consumed in Kilowatt-hours (kWh) by the business and shows

the portion of this consumption that the UK corporate office has consumed on the overall total. This table is based

on the energy consumed in the purchase of electricity and gas for the corporate offices and does not include the

consumption of energy used for employee travel.

2025

2024

2023

2022

2021

2020

2019

Energy usage – UK

900

2,171

1,700

6,423

36,296

192,434

177,365

Energy usage – Other Locations

49,757

42,783

66,200

110,324

189,412

247,721

323,587

Total Energy Usage

50,657

44,954

67,900

116,747

225,708

440,155

500,952

Proportion Consumed in UK

1.8%

5%

0.03%

5%

16%

44%

35%

2. Emission Reduction Targets

Hostelworld’s approach to measuring, managing and

reducing GHG emissions is aligned with internationally

recognised frameworks and best practice. In partnership

with South Pole, Hostelworld applies the GHG Protocol

as the global standard for corporate greenhouse gas

accounting and reporting. Our emissions reduction

targets are informed by the Science Based Targets

initiative (“SBTi”) criteria for setting credible, science-

based targets, and our broader climate contribution

approach aligns with the SBTi’s guidance on Beyond

Value Chain Mitigation (“BVCM”), supporting global

climate action alongside internal reductions.

The SBTi is a partnership between CDP (formerly

Carbon Disclosure Project), the United Nations Global

Compact, the World Resources Institute (WRI) and the

Worldwide Fund for Nature (WWF) and provides widely

adopted guidance for companies seeking to align

emissions reductions with climate science.

Hostelworld established near-term science-based targets

in 2021, using 2021 as the base year. These targets

included absolute reduction targets for Scope 1 and

Scope 2 emissions, with a commitment to achieve

a 42% reduction by 2030. Hostelworld achieved this

reduction ahead of schedule in 2022, compared with

the 2021 base year. In addition, in 2022 Hostelworld

set an annual operational target to maintain Scope 1

and Scope 2 emissions below 30 tCO₂e, reflecting

continued efficiency measures and disciplined

emissions management.

Recognising the growing importance of value chain

emissions, in 2024 the Group established a Scope 3

emissions reduction target, excluding emissions

associated with hostel stays. Further detail on this

omission is set out on the next page. Using 2023 as the

base year, Hostelworld committed to reducing these

Scope 3 emissions by 90% by 2040.

The targets set consider projected business growth

and are designed to decouple emissions from

organisational expansion.

Alongside emissions reductions, Hostelworld works with

South Pole to take responsibility for 100% of its reported

Scope 1, Scope 2 and Scope 3 emissions through

investments in high-quality climate action projects. This

includes emissions associated with employee and hostel

delegate attendance at the Group’s flagship conference

events. All investments are supported by verified carbon

units, and Hostelworld receives auditable certificates

confirming the volume and quality of emissions

reductions achieved through these projects.

This combined approach, prioritising science-based

emissions reductions while supporting credible climate

action beyond our value chain, reflects Hostelworld’s

commitment to transparent, responsible and

internationally aligned climate action.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3. Taking Climate Action Label

Hostelworld has a long-standing commitment to

climate action and transparency. Over the last five

years, Hostelworld applies for and has been awarded

South Pole’s Climate Action label, which has evolved

over time in line with best practice, regulatory

developments, and increasing expectations around

corporate climate disclosures.

In 2023, Hostelworld was first awarded South Pole’s

“Taking Climate Action” label, which remains the

applicable certification for 2025. The Taking Climate

Action label recognises organisations that take a

structured and credible approach to climate action by

measuring, reducing and compensating their carbon

footprint on an annual basis, in accordance with

internationally recognised standards.

The Taking Climate Action label is developed by South

Pole and approved by CO2Logic, and it is independently

validated by Vinçotte (a member of the Kiwa Group), an

accredited third-party assurance provider. Hostelworld

has no direct engagement with the validating body,

ensuring independence and objectivity. Validation is

completed in the first year of certification and at least

every three years thereafter, providing an additional layer

of credibility. This independent verification is particularly

important in the context of increasingly stringent

European legislation and guidance on environmental

and green claims.

The certification is awarded following completion of

a structured five-step process, which includes:

•

Measuring greenhouse gas emissions,

•

Setting reduction targets,

•

Implementing reduction actions,

•

Compensating residual emissions through

high-quality climate projects, and

•

Ensuring transparency and third-party verification.

The Taking Climate Action label is awarded at different

levels, ranging from Bronze to Gold, depending on the

Scope of emissions calculated and the ambition of the

reduction targets set. For 2025, Hostelworld has

achieved a Silver entity-level accreditation. This means

that Hostelworld has measured and set targets for:

•

All direct emissions (Scope 1),

•

All indirect emissions from purchased energy

(Scope 2), and

•

Selected indirect emissions (Scope 3), including

fuel- and energy-related activities, waste generated in

operations, business travel, and employee commuting.

Scope 3 – Emissions associated with Hostel Stays

Hostelworld has been awarded a silver accreditation

for ‘Taking Climate Action.’ Hostelworld has set a clear

ambition to progress to Gold accreditation in future

years. Achieving Gold status will require a broader and

more comprehensive Scope 3 assessment. Under

SBTi criteria, Scope 3 emissions from the use of sold

products include the Scope 1 and Scope 2 emissions of

end users, encompassing both consumers and business

customers. Hostelworld has excluded GHG emissions

associated with the use of sold products from its

inventory on the basis that it has very limited influence

or control over these emissions. As a digital marketplace,

Hostelworld does not own, operate, or manage the

hostels or accommodation services booked through its

platform, nor does it directly affect how these services

are used by end customers. Given this lack of operational

control and the significant methodological uncertainty

surrounding the appropriate treatment of such emissions,

Hostelworld is prudently awaiting further clarification

and updates to the GHG Protocol, specifically in relation

to the potentially upcoming “Category 16 (facilitated

emissions)”. Work to improve data quality, measurement

methodologies, and engagement with partners to

establish a robust and accurate inventory of emissions

associated with hotel stays will be key enablers in

working towards a Gold accreditation.

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#### Principal Risks and Uncertainties

Risk Identification

Our business model and results are subject to risks and

uncertainties which could adversely affect our business,

financial stability, and cash flows. Risk is an inherent

factor. While demand for hostelling has remained strong,

changing travel patterns (including increased travel to

lower cost regions), inflation, the ongoing cost of living

crisis and other economic pressures, and geopolitical

tensions, including tensions in the Middle East, remain as

risk factors which can impact demand. The Hostelworld

Group strategy can contribute additional risk such as

the potential impacts of social features, while external

factors such as the continuing growth of artificial

intelligence also contribute to our risk environment.

Additionally, climate change poses a number of physical

and transition-related risks for our business. The Group

has a detailed climate related risk and opportunities

register which is included on pages 50 to 59.

The Group’s risk register process is based upon a

standardised approach applied to identify, assess and

mitigate against risks in the business. Within these

processes, there is input across all levels of the

business to ensure that risk identification processes

capture all evolving risk areas and mitigating strategies.

From the bottom-up, risk is identified and mitigated at

a business unit level by the executive leadership team,

senior management and their respective teams, and

subject matter experts including the Data Protection

Officer and Head of IT Security.

BBC film, Naples, Italy

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67

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Senior management team

members (primarily functional

team leads, who report

directly to ELT) are assigned

responsibility for the daily

management of risks,

reviewing and reporting on

the effectiveness of controls

in place, consolidating the

principal risks, and changes

year on year for each update

made to the Principal Risk

Register. Each risk is

assigned an owner on the

senior management team,

with additional contributors

dependent on the risk.

Subject matter experts

including the Head of Tax,

Data Protection Officer

(“DPO”) and Head of IT

Security offer input on risks

relevant to their areas of

expertise. We have also

engaged third parties to

supplement knowledge base

where applicable including

climate consultants South

Pole and third-party cyber

security specialists.

The ESG Steerco

support the

ELT in identifying climate-

related risks and

opportunities under the TCFD

framework and supports the

Group’s ongoing commitment

to ESG matters including

monitoring current and

emerging ESG trends,

changes in sustainability

regulations, and the impacts

on the Group. The ESG

Steerco feed directly into the

Group Risk Register, and the

Climate Related Risks and

Opportunity Register, which

are reviewed concurrently.

The Executive Leadership Team (“ELT”)

The ELT are responsible for ensuring appropriate risk management is incorporated into the business. They

support the Board and Audit Committee through oversight of risk management processes, monitoring the risk

environment and effectiveness of controls in place. The ELT complete a detailed review of the Group Risk

Register prior to reporting to the Audit Committee and the Board.

The Audit Committee

The Audit Committee supports the Board in carrying out its risk oversight and management responsibilities.

The Audit Committee has delegated responsibility for risk identification and assessment, in addition to reviewing

the effectiveness of the Group’s risk management and internal control systems and making recommendations

to the Board thereon.

The Board

The Board holds overall responsibility for risk and sets the Group risk appetite including determining the

extent of risk that is tolerable in pursuit of its strategic objectives. The Board, together with the Audit

Committee conduct a detailed formal half-year and full-year review of the risk register, including emerging

risks and the mitigating actions that are in place. The Board is satisfied that its risk identification and

management systems are effective, its mitigations and internal control processes are effective, and that the

risks described within this report accurately reflect the Group’s principal risks at present.

The Board also considered its obligations in relation to providing both the annual viability and going concern

statements, and its conclusions can be found on pages 77 and 158 and note 1 to the Consolidated Financial

Statements respectively.

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#### Principal Risks and Uncertaintiescontinued

Overview Principal Risk Register

The most material risks and uncertainties impacting the

business are listed on pages 68 to 76, together with

comments on how they are managed to minimise their

potential impact. The table is not prioritised in a particular

order, nor is it an exhaustive list of all risks that may

impact the Group. Individually or collectively, these risks

could affect our ability to operate as planned and could

have a significant impact on revenue and shareholder

returns. Additional risks and uncertainties, including

those that have not been identified to date or are

currently deemed immaterial may also, individually or

together, have a negative impact on our revenue, returns,

or financial condition. Each risk identified is subject to an

assessment incorporating the likelihood of occurrence

and potential impact on the Group. This assessment

considers that risks do not exist in isolation, and the

relationships between risks can increase the likelihood

of occurrence of a risk and influences the level of

control and mitigations needed to be put in place.

The Group’s Risk Register also includes any emerging

risks. Emerging risks are identified from areas of

uncertainty, which may not have a significant impact

on the business currently but may have the potential to

adversely affect the Group in the future. No emerging

risks warranting disclosure have been identified.

However, the risk of artificial intelligence, identified as

an emerging risk in 2024, remains and is considered

to be at an increased level of risk. This reflects the

wide-ranging impacts that it has across cyber and data

security, competition, third party management, and

platform evolution and innovation, amongst others.

The pace of change in respect to artificial intelligence

requires careful observation, consideration, and

management, with a particular focus recently on the

impact of generative AI tools such as search assistants,

OS-level copilots and super-apps which can impact

how customers plan their trips.

The direction of the risk of the impact of uncontrollable

events on the Group has also increased reflecting

heightened geopolitical tensions, including recent Middle

East developments impacting travel routes and demand,

alongside broader macroeconomic and climate-related

volatility affecting global travel patterns.Macroeconomic

conditions are also considered an increased risk this

year reflecting the rapidly evolving and difficult to predict

macroeconomic environment. External demand factors

and travel patterns can have substantial impacts on

the Group and require diligent efforts to manage.

Consideration was given to whether our recent debt

facility obtained to finance the acquisition of

OccasionGenius Inc. warranted the inclusion of financial

risk within our primary risks. However, upon consideration

of the quantum of borrowings obtained, the Group’s

repayment ability, and the non-complex nature of the

arrangement, this was not deemed to be warranted.

Following an assessment of the residual risk attached

after internal management and mitigation, each principal

risk outlined below has been assigned a direction of

change based on 2025 factors and forward expectations.

Risk

Trend

Strategic &

External Risk

Technological,

Cyber & Data Risk

Financial

Risk

Operational &

Regulatory Risk

Any external risks outside

of the Group’s control

impacting our business.

The systems we use to

power our business,

and the data we hold.

Integrity of reporting

and viability of the Group.

The processes and

people we use to power

the Hostelworld model.

ʃ

•

Macroeconomic

Conditions

•

Impact of

Uncontrollable Events

•

Artificial Intelligence

ʄ

•

Competition

•

Execution of Strategy

•

Data Security

•

Cyber Security

•

Platform Evolution and

Innovation

•

Marketing Optimisation

•

Taxation

•

People

•

Brand and Reputation

•

Third-party Reliance

•

Climate Change and

Sustainability

•

Regulation

•

Business Continuity

RISK TREND

♦

New

ɿ

Emerging

ʃ

Increasing

ʄ

Stable

ʂ

Decreasing

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69

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1

Macroeconomic Conditions

Direction of Change



Description

and Impact

The Group’s financial performance is closely linked to global travel demand, which is influenced by

macroeconomic factors including economic activity, employment, inflation, interest rates, currency

movements, and consumer access to credit. Travel services are enabled by the freedom of movement of

people nationally and internationally without prohibitive restrictions. Moreover, it is supported by affordable

air, ferry and train fares at significant scale, and similarly good access to affordable accommodation.

Shifts in travel preferences, such as toward lower-cost destinations, may reduce average booking values

and constrain revenue growth. Increasing macroeconomic volatility heightens uncertainty and the risk of

adverse impacts on financial performance.

Management

and Mitigation

The Board and management monitor key economic, market, and trading indicators to assess risks

and implement mitigating actions where needed. The Group’s globally diversified customer base and

destination footprint help offset regional downturns, with 50–60% of bookings in Europe and the remainder

spread worldwide.

Consumer prioritisation of travel and leisure spending may partially mitigate macroeconomic headwinds,

while operational flexibility allows the Group to adjust costs and conserve cash if global demand

declines materially.

Direction of

Change

The difficulty in predicting an increasingly volatile macroeconomic environment increases the risk of

impacts to the Group.

2

Data Security

Direction of Change



Description

and Impact

As a technology-driven e-commerce business, the Group relies on advanced software and infrastructure,

exposing it to data security risks. Protecting customer information, proprietary data, and platform integrity

is critical. The Group’s hybrid workforce, global contractors, and evolving social strategy increase

complexity, while rapid technological change and gaps in regulation can complicate compliance with laws

such as GDPR.

The Group’s hybrid workforce, global contractors, and evolving social strategy increase complexity, while

rapid technological change and gaps in regulation can complicate compliance with laws such as GDPR.

Management

and Mitigation

Data protection is a core priority, supported by a comprehensive privacy, security, and compliance

programme. Supplier onboarding requires rigorous review of data protection and IT security controls.

The Group adheres to leading industry standards, maintains PCI compliance, and implements a GDPR-

aligned data protection framework overseen by a Data Protection Officer and employee champions.

Hybrid work risks are managed through access controls, single sign-on, and multi-factor authentication.

Expert cloud and security providers support operations, and new social and product developments are

implemented using privacy-by-design principles and a risk-based approach. Regular employee training

and proactive threat monitoring ensure compliance while supporting business growth and innovation.



Risk increased



Risk unchanged



Risk decreased

Direction of change relates to the movement of the risk, in the absence of mitigating actions and controls, since the prior period.

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#### Principal Risks and Uncertaintiescontinued

3

Cyber Security

Direction of Change



Description

and Impact

The Group faces ongoing cyber threats that could compromise system integrity, data security, and

customer trust. Increasingly sophisticated attacks, coupled with cloud migration and third-party vendor

reliance, elevate the risk of data breaches, operational disruption, or reputational damage. Insurer coverage

may be constrained in the event of incidents.

Management

and Mitigation

The Group invests significant resources to strengthen cyber resilience, with a comprehensive programme

addressing internal and third-party risks. Procurement processes ensure new vendors meet security

standards, while monitoring tools provide real-time threat detection and response.

Policies, procedures, and training are continually updated to reflect evolving threats and regulatory

requirements. Mandatory employee cybersecurity awareness and cloud-specific skills development

courses underpin operational security. Multi-factor authentication and access controls enhance system

protection and attack resilience.

4

Artificial Intelligence (‘AI’)

Direction of Change



Description

and Impact

AI technology is evolving rapidly, presenting both opportunities and risks across the Group’s operations.

Generative AI tools such as search assistants, OS-level copilots and super-apps can impact how

customers plan their trips. “Zero-click” journeys may bypass OTAs entirely, impacting the Groups

revenue and profitability.

Cybersecurity threats include AI-enabled attacks, such as social engineering or algorithmic exploitation.

The adoption of AI-enabled tools by third-party vendors introduces risks of compromised integrity, security

vulnerabilities, or non-compliance with data privacy regulations. Compliance risks include failure to meet

obligations under the AI Act or GDPR, exposing the Group to regulatory penalties or reputational harm.

AI adoption may also create operational risks from biases, misuse, or over-reliance on AI-driven decisions,

potentially affecting product safety, customer trust, or competitive positioning. Proprietary data used in

AI models introduces confidentiality, integrity, and availability risks. Regulatory obligations, including under

the EU AI Act and GDPR, create exposure to potential penalties or reputational harm.

Management

and Mitigation

The Group have an AI governance framework in place.

While the Group is monitoring developments of generative AI closely, Hostelworld’s strategy is focused

on social human connection and experiences which cannot be replicated easily.

Hostelworld prioritises cyber and data security in mitigating AI risks. AI tools are confined to secure

environments to ensure its integrity, as well as encryption and monitoring controls.

Tailored employee training on ethical and regulatory considerations of AI has been rolled out, and the

procurement process ensures supplier features meet prerequisite confidentiality, integrity, and

availability standards.

Management and the Board closely monitor developments in AI product offerings. Potential AI impacts

are considered in deriving and implementing the Group’s strategy.

AI features are deployed using a phased rollout approach, controlled “safe to fail” experiments, and

manual oversight to ensure responsible use. Human intervention remains central.

Direction of

Change

The pace of change in AI is fast, and it has a wide range of areas in which it can impact the Group.

Careful management focus is required to ensure appropriate monitoring and mitigation is in place.



Risk increased



Risk unchanged



Risk decreased

Direction of change relates to the movement of the risk, in the absence of mitigating actions and controls, since the prior period.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

5

Competition

Direction of Change



Description

and Impact

The Group operates in a highly competitive global travel market, where competitors, including large

incumbents and disruptive new entrants, can influence pricing, inventory access, and customer acquisition.

Competitors willing to operate at a loss or invest heavily in technology may challenge the Group’s market

share and growth.

Competition may also impact supplier relationships, including exclusive supply agreements, and evolving

regulations such as the Digital Markets Act may alter market dynamics. Changes in technology, including

AI, and shifts in customer preferences – such as increased demand for private rooms or experiential travel

– can influence acquisition costs, demand, and the relevance of the Group’s offering.

Management

and Mitigation

The Group continuously monitors market share, hostel coverage, and competitor activity to guide acquisition,

retention, and pricing strategies. The Group’s strategy focuses on leveraging its unique market position of

having a social offering through targeted customer acquisition and optimising the profitability of existing

customer cohorts, emphasising customer lifetime value/customer acquisition cost.

There is a continued focus on improving platform flexibility, enhancing customer experience, and global

expansion. Delivering advanced technology solutions can help the Group to diversify from exclusive OTA

reliance to a broader experiential travel offering.

Strategic partnerships and commercial agreements secure inventory and competitive rates, while leveraging

the Group’s proprietary tools–such as the “Solo System” and social cues–to maintain supplier loyalty.

The Group explores AI and new distribution channels for customer acquisition and remains adaptable to

market changes.

6

Execution of Strategy

Direction of Change



Description

and Impact

The Group continues to pursue an ambitious growth strategy to deliver attractive sustainable returns for

shareholders. Delivering this strategy requires strong leadership, employee engagement, investment

and governance.

The Group operates in an intensely competitive global environment and there is a risk of loss in market

share to competitors or markets generally not performing in line with expected growth.

In 2025, the Group acquired OccasionGenius Inc. and is integrating its event discovery platform into

the existing social and accommodation offering. This creates opportunities to strengthen engagement

and diversify revenue streams. Effective integration is critical to realise the intended strategic and

financial benefits.

Management

and Mitigation

The Executive Leadership Team maintains clear accountability for delivering strategic objectives, with

regular monitoring of operational and financial performance against targets.

Competitor activity and market trends are closely tracked, allowing timely responses to changes in the

external environment. Investment in the Group’s social platform and ongoing partnership development

with hostels supports differentiation and market positioning.

Dedicated resources, including management oversight and cross-functional teams, are focused on the

seamless integration of OccasionGenius Inc. and the execution of the broader strategic plan, ensuring

alignment with the growth ambitions presented at the last Capital Markets Day.

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#### Principal Risks and Uncertaintiescontinued

7

Marketing Optimisation

Direction of Change



Description

and Impact

A significant proportion of the Group’s website traffic originates from search engines, through both paid

and organic channels. Visibility and customer acquisition are therefore highly dependent on search engine

optimisation (SEO) and search engine marketing (SEM).

Search engine algorithms, like Google’s, constantly change, affecting our placement and costs. AI-powered

platforms are further influencing search results, making algorithm management and optimisation crucial

for our marketing strategy and efficiency.

In addition, the Group is dependent on a small number of traffic sources, subject to margin pressure from

escalating bidding competition with other, larger OTAs, and there is a new risk of zero-click AI search

reducing traffic volumes.

Management

and Mitigation

The Group invests in skilled personnel for paid and non-paid searches. In-house expertise and technology

adapt to algorithm changes.

The search marketing team collaborates with Google, gaining search traffic efficiency insights.

Participation in alpha and beta tests give the Group first mover advantage with new functionality that

can help drive efficiency.

Skill enhancement through third-party vendors complements in-house capabilities for search

engine optimisation.

8

Platform Evolution and Innovation

Direction of Change



Description

and Impact

Rapid technological change is transforming how customers research, book, and experience travel, driven

by innovations such as AI, mobile applications, meta-search platforms, social communities, and digital

advertising. Failure to keep pace with these developments risks the Group becoming less relevant to

modern travellers.

Technology obsolescence and the introduction of new products or features also increase exposure to

operational and cybersecurity risks if controls do not evolve alongside the platform. Continuous innovation

is therefore critical to maintain competitiveness, user engagement, and secure service delivery.

Management

and Mitigation

The Group monitors emerging technology trends and customer behaviours to guide platform development

and product strategy. Significant investment is directed to research, product innovation, and collaboration

with peer companies and partners across the travel sector.

Partnerships are leveraged to ensure delivery of advanced, best-in-class technology solutions for customers

and hostel partners. Following completion of the core platform modernisation, the Group now focuses on

continuous enhancement and optimisation to maintain functionality, security, and operational efficiency.



Risk increased



Risk unchanged



Risk decreased

Direction of change relates to the movement of the risk, in the absence of mitigating actions and controls, since the prior period.

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73

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

9

People

Direction of Change



Description

and Impact

The Group relies on attracting and retaining skilled, committed, and motivated employees for

strategic success.

The Group is dependent on key roles throughout all functions of the business to drive innovation, ensure

efficiency and deliver on the Group’s strategy. These tend to be specialist roles where competition for

talent is high.

Failure to recruit or retain appropriately skilled employees, or to maintain competitive reward and

development offerings, may lead to increased attrition, loss of institutional knowledge, and reduced

capacity to deliver the Group’s objectives.

Management

and Mitigation

The Group undertakes regular external salary benchmarking to ensure its reward offering remains

competitive and aligned with market standards. People policies and practices are reviewed and updated

on an ongoing basis to reflect employee needs and evolving ways of working.

The Group operates from three global offices and maintains flexibility in workforce location to access

broader talent pools. Workforce engagement is supported through the oversight of a designated

Non-Executive Director, in line with the 2024 UK Corporate Governance Code.

10 Brand and Reputation

Direction of Change



Description

and Impact

The strength of the Group’s brand is critical to customer trust, acquisition, and long-term growth.

As a result of our social network strategy, we are subject to eexplicit risk of harmful user-generated content,

community moderation failure and a reputational contagion from viral incidents.

Reputational risk may arise from cybersecurity incidents, poor customer experiences involving the Group’s

platform or hostel partners, or ineffective responses to sensitive issues such as geopolitical events or

improper user behaviour. The Group could be subject to payment fraud, fake property listings, and

review manipulation.

False or unsubstantiated claims relating to inclusion, engagement and diversity or sustainability may

undermine credibility and stakeholder confidence.

How Hostelworld is perceived as responding to geopolitical developments and improper user actions

could also affect brand integrity and the business.

The increasing use of artificial intelligence presents opportunities to enhance customer experience and

operational efficiency but also introduces emerging risks relating to transparency, bias, content moderation,

and misuse, which may adversely affect brand perception if not appropriately governed.

Management

and Mitigation

The Group focuses paid marketing activity on app promotion and product innovation, supported by

brand marketing investment in owned channels and social media engagement through content creators.

Customer relationship management initiatives integrate social features across the customer journey,

while proactive communication addresses emotive issues like the Ukraine war.

Third-party services are engaged to monitor chat channels and there is a strict code of conduct in place

to ensure appropriate content.

Reputational incidents are managed through established crisis communications and incident response plans,

developed and periodically reviewed with external public relations advisors. Cybersecurity controls and

crisis response arrangements are in place to mitigate the impact of potential cyber incidents.

Customer experience is supported through dedicated customer service functions and crisis management

policies. In-app social features are governed by clear terms of use, codes of conduct, and automated

moderation processes to address inappropriate behaviour.

An ESG Steerco oversees sustainability, mitigating risks through third parties.

Our IT and procurement policies as well as our legal frameworks are reviewed and updated regularly.

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#### Principal Risks and Uncertaintiescontinued

11 Third‑party Reliance

Direction of Change



Description

and Impact

The Group relies on hostel accommodation providers to supply inventory and support growth. Any

constraints upon the supply of hostel inventory may stem growth ambitions. Financial pressure on

partners may lead to business closures or reclassification of accommodation, reducing supply.

The Group’s revenue also depends on the availability and performance of third-party systems, channels,

and integrations. System outages, delayed updates, or reduced functionality at third-party providers may

disrupt bookings, payments, or customer service, resulting in lost revenue and reputational damage.

In addition, reliance on payment processors exposes the Group to risks relating to pricing changes, service

disruption, or unfavourable contractual terms, which could impact transaction volumes and margins.

Management

and Mitigation

Nurturing hostel and vendor relationships is a priority. This close cooperation enables us to monitor market

development enabling early identification of market or partner-specific risks.

There is a dedicated global markets team who are a support function for our hostels. We rely on close

collaboration through frequent contact, including in person market visits, and a dedicated sales function

who target new signups.

Third-party providers are subject to rigorous assessment, due diligence, and ongoing monitoring, with

all contracts processed through the Group’s purchasing and contract review framework.

Service providers are contractually required to meet defined service levels and incident resolution

timelines. System monitoring and alerting are in place to detect outages promptly, with contingency

measures to replicate critical functionality where feasible.

Annual business reviews, contractual safeguards, and financial health monitoring support preparedness

for partner or service provider failure and help to mitigate operational and revenue risk.

12 Climate Change and Sustainability

Direction of Change



Description

and Impact

Stakeholders increasingly expect the Group to demonstrate accountability and transparency in relation to

climate change and sustainability. Failure to meet these expectations through ineffective strategy, target

setting, delivery, or disclosure may result in reputational damage and reduced stakeholder confidence.

Achieving climate-related commitments may also give rise to additional costs, including investment in

sustainability initiatives that could impact pricing and margins.

The Group is subject to expanding sustainability-related reporting and disclosure requirements, creating

a risk of perceived non-compliance or insufficient transparency. In addition, evolving customer attitudes

towards travel, regulatory measures such as carbon pricing, and physical climate risks including

extreme weather events may influence travel behaviour, disrupt operations, and adversely affect

revenue and profitability.

Management

and Mitigation

The Group’s climate and sustainability strategy is overseen by ESG Steering Committees (“ESG Steerco”)

which govern climate-related actions and compliance. ESG Steerco members receive specialist training

from external providers and engage third-party experts where required to support regulatory compliance,

target setting, and reporting. Stakeholder engagement informs the Group’s sustainability priorities, and

progress against targets is reviewed and published annually.

The Group supports accommodation partners and customers in their sustainability efforts through dedicated

internal resources and initiatives. While climate-related factors may affect travel patterns, the Group’s

globally diversified customer base and destination portfolio help to mitigate the impact of regional or

destination-specific disruption.



Risk increased



Risk unchanged



Risk decreased

Direction of change relates to the movement of the risk, in the absence of mitigating actions and controls, since the prior period.

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

13 Impact of Uncontrollable Events

Direction of Change



Description

and Impact

The Group is exposed to external events that are unpredictable and outside its control, which may adversely

affect demand, operations, and financial performance.

Economic and political instability, changes in travel, trade, or visa regulations, and broader macroeconomic

conditions may reduce demand for travel and negatively impact profitability.

Security incidents such as terrorist attacks, geopolitical conflicts and regional instability – including the

ongoing conflicts in Ukraine and Gaza and heightened tensions in the Middle East, including developments

involving Iran – may reduce traveller confidence, disrupt air travel routes, increase transport costs or

restrict access to certain destinations, leading to declines in booking volumes and revenue.

Disruption within the Group’s hostel supply chain ecosystem, including financial distress, operational

restructuring, or reduced capacity of key partners may constrain growth or service delivery.

Management

and Mitigation

Our target 18–34-year-old traveller demographic tends to be flexible in terms of destination and is generally

less risk-averse. Travel among this cohort is often viewed as a “rite of passage”, meaning trips are

more likely to be adjusted or redirected to alternative destinations rather than cancelled in response to

geopolitical or external disruptions.

We maintain a close working relationship with our hostel partners to monitor market conditions and respond

swiftly to emerging risks.

Supply chain risks are managed through risk assessment and due diligence processes conducted by the

procurement function in conjunction with relevant business owners.

Direction of

change

The direction of risk is considered increasing, reflecting the growing frequency of geopolitical tensions,

regional conflicts, climate-related events and broader macroeconomic volatility, all of which may contribute

to greater uncertainty in global travel demand.

14 Regulation

Direction of Change



Description

and Impact

The Group operates across multiple jurisdictions and is subject to an increasingly complex and evolving

regulatory landscape. Regulatory and legal risks arise in areas including competition, licensing of

accommodation and experiences, consumer protection, online trading, payments, tax, intellectual

property, data protection, information security, and commercial disputes.

The Group is required to comply with a range of sector-specific and digital regulations, including payment

card association rules, the EU Package Travel Directive, cookie and consent requirements under GDPR

and the ePrivacy framework, and the Digital Services Act, which imposes content moderation and

transparency obligations. Failure to comply may result in fines, operational restrictions, reputational damage,

or legal action.

Heightened scrutiny of international data transfer mechanisms, including standard contractual clauses

following the invalidation of the EU-US Privacy Shield, together with evolving global privacy regimes such

as the California Privacy Rights Act, creates ongoing compliance and operational uncertainty.

New and evolving sign-up, reporting, and platform regulations, including the EU DAC7 directive, may

increase administrative complexity, slow onboarding, affect property categorisation, or result in the removal

of listings due to changes in local laws. Ongoing regulatory developments may increase compliance costs

and constrain business flexibility.

Sustainability-related legislation increasingly requires transparent disclosure and monitoring of compliance

with climate and environmental obligations.

Management

and Mitigation

The Group’s legal team monitors evolving regulatory requirements, supported by external advisers where

needed, and oversees compliance with consumer protection, listing rules, governance codes, and market

abuse requirements.

Data protection, online safety, and digital regulation compliance are reviewed on an ongoing basis, with

processes updated to reflect developments and evolving privacy legislation.

The Group maintains appropriate insurance coverage and continues to enhance operational processes

to support compliance and customer experience.

A formal TCFD governance framework, supported by third-party monitoring, underpins climate-related

disclosure requirements.

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#### Principal Risks and Uncertaintiescontinued

15 Business Continuity

Direction of Change



Description

and Impact

The Group is dependent on the availability and performance of its IT systems and third-party services to

support bookings, payments, and operational activities. System failures, including outages at key suppliers,

could disrupt services, impact revenue, and damage customer trust.

Weaknesses in business continuity planning (“BCP”), reliance on a single cloud provider region, or failure

to modernise technology may increase the risk of prolonged disruption, security vulnerabilities, and

reduced system reliability.

Management

and Mitigation

The Group maintains a BCP framework focused on critical e-commerce operations, supported by disaster

recovery plans developed with external advisors. Ongoing technology modernisation and cloud initiatives

enhance resilience and recovery capability.

Supplier contracts include business continuity and force majeure provisions. BCP arrangements and

backup systems are tested and reviewed periodically to ensure continued effectiveness.

16 Taxation

Direction of Change



Description

and Impact

Indirect taxation remains a complex and evolving area due to the variety of regimes and compliance

requirements across the jurisdictions in which the Group operates. Governments and regulators continue

to introduce measures targeting multinational and digital businesses, including digital services taxes,

enhanced VAT rules, and platform reporting obligations requiring digital platform operators to collect and

report information on third-party sellers. Non-compliance may result in penalties, increased administrative

burden, and potential disruption to revenue streams. There is a risk that the Group does not stay ahead of

compliance in all jurisdictions in which it operates. In addition, changes in tax legislation and regulatory

interpretations such as the European Commission’s proposals on VAT in the Digital Age and OECD

recommendations may give rise to additional tax liabilities and increased compliance costs.

Given the Group’s global workforce footprint, tax authorities may assert that a permanent establishment

exists in certain jurisdictions based on the nature or location of activities performed. Furthermore, where

key functions, assets, or risks are undertaken or managed outside Ireland, there is a risk of tax leakage

or challenge to the Group’s current tax positions. If tax authorities adopt a different interpretation of the

Group’s taxable presence or profit attribution, the Group may be required to account for taxes not currently

recognised, potentially increasing the effective tax rate, cash tax outflows, and ongoing compliance costs.

Management

and Mitigation

The Group manages tax risk through a dedicated and experienced in-house tax function, supported by

reputable external tax advisors. Tax risks and developments are monitored on an ongoing basis, with

regular impact assessments, updates provided to senior management and the Board, and biannual reviews

with external advisors to address legislative and regulatory changes.

The Group actively monitors its global operating and workforce footprint, supported by the implementation

of appropriate tax structures and the enforcement of a controlled work-from-abroad policy. Locations

of key functions are formally approved, and transfer pricing policies are designed to reflect the Group’s

operating model and value creation, supporting compliance and mitigating exposure to tax risk

across jurisdictions.



Risk increased



Risk unchanged



Risk decreased

Direction of change relates to the movement of the risk, in the absence of mitigating actions and controls, since the prior period.

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ADDITIONAL INFORMATION

#### Viability Statement

In accordance with the provisions of the Code, the

Directors have assessed the viability of the Group and

its ability to continue in operation and meet its liabilities

as they fall due over the assessment period.

The assessment is based on the Group’s current financial

position, the Group’s strategy and business model, and

the potential impact that principal risks and uncertainties

outlined on pages 66 to 76 may have. The financial

position of the Group, its cash flows, liquidity position

and debt facilities are outlined in the CFO report on

pages 26 to 30. The Group’s strategy and business

model are set out throughout the Strategic Report.

Assessment of Viability Period:

We have based our assessment on a three-year period

to 31 December 2028. The Directors concluded that

three years was an appropriate period, balancing the

ability to assess future prospects with the uncertainties

inherent in making longer-term predictions. Three years

also aligns with the Board approved budgeting and

forecasting horizon.

Approach to Assessment –

Scenario Modelling:

In our assessment of viability we have based a number

of scenarios upon the Group’s principal risks and

uncertainties, and we applied these to the Board

approved 2026 budget and two-year outlook.

Those risks, that represent severe but plausible

scenarios, have been modelled as follows:

Risk Area

Scenario

Macroeconomic

Conditions

Impact of Uncontrollable

Events

An extended travel disruption from events outside of the Group’s control including geopolitical

conflicts, natural disasters, macroeconomic impacts, or other adverse events.

Data Security

Cyber Security

Artificial Intelligence

Brand and Reputation

Regulation

The impact of the most severe repercussion from any of these risk areas – a significant data

security breach resulting in a substantial GDPR fine and the resultant reputational damage.

Climate Change

and Sustainability

The impact that climate change may have on bookings and revenue modelled as the

widespread closure of European hostels through peak summer trading, an extreme

and unrealistic scenario in reality.

The scenarios are designed to allow the Group to review

the maximum potential impact that a risk may have, and

how the Group’s viability may be impacted by assessing

the resilience of the Group’s business model under

stress. There are controls and monitoring processes

in place to allow us to observe the likelihood of these

scenarios occurring and take action to mitigate their

impact as required. Mitigating measures include availing

of debt facilities, reducing investment in R&D and

development expenditure and implementing further cost

management initiatives. The Group also maintain full

flexibility over our largest cost base, marketing costs,

to match these to demand.

The Directors also considered the Group’s

demonstrated ability to respond decisively to significant

trading disruption, including actions taken during the

COVID-19 pandemic.

Conclusion

Having considered these stressed scenarios the

Directors assessed the prospects and viability of the

Group in accordance with the UK Corporate Governance

Code requirements.

The Directors confirm that they have a reasonable

expectation that the Group will be able to continue in

operation and meet its liabilities as they fall due over

the three-year period to 31 December 2028. Taking

into account available financial resources, the flexibility

of the Group’s cost base, and the mitigating actions

within management’s control, the Directors conclude

that the Group remains resilient and viable over the

assessment period.

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Central House, Marrakech, Morocco

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Section 172 – Statement of Compliance –

s172 (1) of the Companies Act 2006

Maintaining Trusted Relationships with Stakeholders

In this section, we identify our key stakeholders, explain why and how we engage with them, set out the key metrics

used to measure engagement, and summarise some of the outcomes of our engagement.

The Directors are required to act in accordance with a set of general duties, including a duty under Section 172(1)

of the UK Companies Act 2006 to promote the success of the Company. In so doing, the Directors are required to

have regard to certain stakeholders and to:

•

The likely consequences of any decisions in the long term.

•

The interests of the Group’s employees.

•

The need to foster the Group’s business relationships with suppliers, customers, and others.

•

The impact of the Group’s operations on the community and environment.

•

The desirability of the Group maintaining a reputation for high standards of business conduct.

•

The need to act fairly between shareholders.

This statement explains how the Board has met this requirement in its decision-making process during 2025.

Clear, Open Communication

The Company aims to have open, two-way relationships with the following six key stakeholder groups.

Our

People

Customers

Hostel

Partners

Shareholders

Lender

Communities

and Society

By taking stakeholders’ perspectives into account as outlined below, the Company aims to make business

decisions that are fair, well-rounded, and well-informed.

Los Patios, Medellin, Colombia

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Why we engage

Having an engaged workforce is essential to delivering against our immediate and longer-term strategic goals. Meaningful

engagement with our people ensures their voices are heard, increases motivation and reinforces our culture in a distributed,

remote-first working environment. Risks to delivering on our financial and strategic objectives only increase if we do not

listen to our people, or if we cannot attract and retain talented people who are motivated to deliver on our strategy.

How the Company engages

•

Workforce engagement surveys and exit interviews with employees who decide to leave the business

•

Bi-weekly virtual townhalls for all our people where the CEO updates on trading, the Chief People Officer updates on

workforce welfare initiatives, and the Executive Leadership Team facilitate an open forum Q&A

•

Training provided on professional development, personal health and wellbeing

•

Workforce engagement forums hosted by Evan Cohen in his capacity as the Non-Executive Director with responsibility

for workforce engagement

•

In-person onboarding events for new joiners to support integration into a remote-first business

How the Board considers our people’s interests

•

Evan Cohen, the Non-Executive Director with responsibility for workforce engagement, continued his programme of

meeting with colleagues from across the business and regularly shares and discusses at Board meetings the feedback

and themes of these discussions

•

Specific oversight on the progress of employee well-being initiatives and Company culture-related programmes

•

A ‘People and Organisation/Culture’ pulse check/update provided by the Chief Executive Officer at the majority of

scheduled Board meetings

•

Attendance by the CEO and CFO at a hostel conference in Seville (September 2025), and by the CEO at a hostel conference

in Tokyo (May 2025) included meetings and time spent with global market team colleagues in attendance, with the key

findings shared with the Board

•

Attendance by the CEO and CFO at in-person onboarding events for new joiners to ensure the Board understands the

challenges faced by new colleagues joining a remote-first business, and that new colleagues feel truly welcomed

•

Meetings between a member of the Remuneration Committee and the Group’s employee forum to discuss the Company’s

approach to executive pay

•

Informal meetings between Non-Executive Directors and colleagues

What our people told us was important to them

•

Investment in learning and development, particularly building AI capability

•

Fair compensation

•

Ensuring the challenges of new joiners in a distributed, remote-first working environment were properly addressed

•

Delivery of strategy and Company performance

•

Maintaining the Group’s commitment to IE&D

•

A positive culture that works for people in a remote-first environment

•

Open communication

#### Section 172 – Statement of Compliance – s172 (1) of the Companies Act 2006continued

#### Our People

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ADDITIONAL INFORMATION

Measurement

•

Employee survey results (including onboarding event survey results) and response rates

•

New hire surveys, employee turnover data and exit interviews

•

Employee training participation rates

•

Feedback from the Non-Executive Director responsible for workforce engagement

•

Complaints made by our people under the Group’s Disciplinary and Grievance Policy

•

Issues reported through the Group’s anonymous whistleblowing hotline service

Outcome of engagement

•

The Board supported an average salary increase for 2025 of 6.3% for people below Executive Director and Executive

Leadership Team level

•

Board support for investment proposals to enhance AI-focused learning and development programmes

•

In-person onboarding events for new joiners were attended by the Executive Directors

•

Ongoing Board oversight of the Group’s culture (and how it is embedded in the Group) at Board meetings throughout 2025

•

Increased focus on supporting colleagues in a distributed working environment

•

Employee celebrations for Pride Month, International Men’s Day, International Women’s Day and participation in annual

IE&D training

•

Received ‘

Investors in Diversity Gold

’ accreditation

Absoloot Hostel, Queenstown, New Zealand

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#### Section 172 – Statement of Compliance – s172 (1) of the Companies Act 2006continued

Why we engage

Without customers, our business would not exist, and understanding what drives their behaviour is crucial in determining

strategy and prioritising investment. It is essential that we stay connected and continuously engage with our customers to

ensure we provide relevant and competitively priced travel products and services in a way that fosters ongoing loyalty to

the Hostelworld brand.

How the Company engages

•

Emails and surveys are sent to customers at the main stages of their booking journey to gather feedback and understand

any problems they may be experiencing

•

Use of social media platforms (principally TikTok and Instagram) for engagement with our online communities

•

A dedicated customer support team (all significant customer support tickets and feedback submissions are reviewed

by senior managers to ensure issues are actioned effectively)

•

Monitoring of brand metrics and sentiment on social media

•

Research studies are conducted for feedback on newly developed features and enhancements made to the Group’s

suite of travel products and services

•

Availability of Hostelworld credits for staff who can use these credits to book trips in hostels and provide feedback on

the customer experience and the relative performance of the group’s travel products and services

How the Board considers customer interests

•

Updates on progress of customer-focused strategic projects provided by the CEO at each scheduled Board meeting

•

Bi-weekly email updates provided by the CFO on booking performance, which allows the Board to react to customer

behaviours and informs future initiatives

•

Significant focus on the Group’s brand strategy to ensure it was aligned to evolving customer trends, with an external

brand expert presenting a brand strategy report to the Board in July 2025

•

Updates provided by the CFO (as Chair of the ESG Steering Committee) at each scheduled Board meeting ensure

customer insights on sustainability are properly understood

•

Audit Committee review of reports from the Group’s DPO on the Group’s customer privacy compliance programmes and

activities (particular focus on ensuring compliant management of customer ‘right to be forgotten’ requests under GDPR)

What our customers told us was important to them

•

Social features and easy ways to connect with other travellers

•

Being able to make sustainable booking choices when they travel

•

Advice and tips on activities for their trips

•

Respect for their data privacy rights and reactive and responsive customer support when it’s needed

•

Customer service that is easy to access

Measurement

•

Customer questionnaires and post booking surveys

•

Quantitative and qualitative research into market share, customer booking trends and behaviours in different markets

•

Customer service response rates

•

Social media engagement rates

•

Completion of customers’ personal data deletion requests in accordance with GDPR obligations

•

Resolution of customer complaints within defined service levels

Outcome of engagement

•

Customer insight into booking purchase patterns enabled data-driven enhancements to the type and quality of

accommodation inventory available

•

Product and Technology quarterly planning for feature enhancements that were responsive to customer preferences

and insights

•

Launch of Travel Plans (May 2025) allows customers to share future trips and meet other travellers before booking

•

Launch of Social Passes (November 2025) to allow access to our social network for travellers who had not booked through

the Group

•

Ongoing enhancements of platform security to protect privacy rights

•

100% of personal data deletion requests from customers implemented in accordance with GDPR obligations

•

Increased Trust Pilot scores for the Group’s Customer Services Team in 2025 through investment in support capability

•

New partnership with CarbonClick, enabling customers to offset accommodation-based emissions

#### Customers

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ADDITIONAL INFORMATION

Why we engage

Hostel partners are the cornerstone of the Group’s revenue model and broader business. Developing strong, trusted

relationships with our hostel partners is essential to maintaining high-quality accommodation inventory, enhancing our

product offering and delivering sustainable growth. Only through working in partnership with our hostel partners can we

provide access to accommodation inventory and related travel products and services and deliver on our mission and purpose.

How the Company engages

•

Regular review meetings with key hostel partner executives, complemented by close collaboration between regional

Global Market Managers and hostel partners

•

Attendance by the CEO, the Chief Supply Officer and other key senior executives at hostel conferences in Tokyo (May

2025) and Seville (September 2025)

•

Surveys sent to hostel conference attendees before and following each conference event to ensure hostel partner

perspectives and insights are shared and understood

•

Engagement with hostel partners to evaluate their requirements as part of improving the hostel onboarding process

•

Regional hostel partner events, in-market visits and attendance at third-party events globally in over 50 locations for

in-person interactions with over 1500 hostels in 2025. 30 webinars for hostel partners hosted with interactive Q&A

sessions and follow-up surveys in addition to communications and surveys distributed to hostels throughout the year

How the Board considers hostel partners’ interests

•

The CEO provides the Board with a detailed update on hostel inventory supply matters and projects related to hostel

partners as a standing agenda item at each scheduled Board meeting

•

The CFO provides the Board with regular updates on financial performance related to hostel inventory matters

•

The Board received updates from the CEO on insights gained at the 2025 hostel conferences in Seville and Tokyo

•

The CEO met with senior executives from key hostel partner chains on a number of occasions (with the CEO’s observations

reported back to the Board)

•

The Board continue to provide oversight of the Group’s ESG roadmap, focused principally on the implementation of the

’

Staircase to Sustainability

’ framework designed to support hostel partners

•

The Audit Committee reviews procedures in place to protect the Group and hostel partners from fraud risks

What our hostel partners told us was important to them

•

Growth opportunities and product strategy alignment

•

Promotion of hostelling as a sustainable solution for the environmentally conscious customer

•

Investment in the Group’s platform to allow hostel partners to promote events and activities

•

More direct meetings in local markets with the Group’s senior account managers to ensure issues are

addressed effectively

•

Continuous improvement of the onboarding process for hostel partners

Measurement

•

Hostel partner inventory growth, activation and churn rates, and regional performance

•

Net competitiveness score, questionnaires, and surveys

•

Hostelworld support satisfaction scores and customer support Net Promoter Score

•

Legal disputes with hostel partners

Outcome of engagement

•

Strong and trusted relationships established with key hostel partner chains

•

Continuous refinement of the hostel onboarding process (reducing activation time and completion steps for hostel partners)

•

Expansion of the Group’s Linkups platform, enabling hostels to promote in-house social events and activities

•

Three

‘Responsible Travel Award’

categories within our HOSCAR programme, and continued promotion of hostel

‘sustainability stories’ on the Group’s social media channels

•

Increased budget allocation for in-market visits to hostel partners by the Group’s senior account managers

•

No legal disputes with hostel partners during the reporting period

•

Investment in climate-neutral events at our Tokyo and Seville hostel conferences

#### Hostel Partners

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Why we engage

Our shareholders own the business. Having a clear understanding of our shareholders’ priorities allows the Company and

the Board to make decisions that properly take account of shareholders’ views. The Board recognises that clear communication

and responsiveness to shareholder feedback are critical to maintaining investor confidence and access to capital markets.

How the Company engages

•

Regular engagement between key investors and the Group’s Investor Relations function, the CEO and CFO, through investor

relations events and roadshows

•

Holding of a Capital Markets Day event in April 2025, attended by the majority of the Group’s major shareholders

•

Annual and interim results presentations, including live Q&A sessions

•

Regular trading updates announced on the London Stock Exchange and Euronext Dublin Regulatory News Service (RNS)

How the Board considers shareholders’ interests

•

The Board’s main contact with shareholders is through the CEO and CFO, who maintain regular contact with shareholders

with the support of the Group’s Head of Investor Relations (the Chair and other members of the Board are available to meet

with shareholders on request)

•

The Board is provided with investor relations reports by the CFO at each scheduled Board meeting, summarising

engagement activity, investor sentiment and key themes

•

In-depth investor feedback is collated after each roadshow and trading update and provided to the Board

•

Attendance at the AGM in May 2025, including responding to questions from shareholders and considering voting outcomes

•

Views and perspectives of the Company’s major shareholders on capital allocation were assessed by Deutsche Numis

and Goodbody and presented to the Board by the CFO

What shareholders told us was important

•

Execution of the Group’s strategy and delivery against financial targets

•

Clarity and transparency on the Group’s capital allocation policy

•

Assessment of returning value to shareholders

•

Robust ESG and sustainability reporting

•

Talent management and succession planning

•

Clear and transparent reporting

Measurement

•

Financial performance

•

Share price performance

•

AGM voting outcomes

•

Capital Markets Day survey feedback

•

Qualitative feedback following results and other key announcements

Outcome of engagement

•

Strong shareholder support and approval of 2025 AGM resolutions (no shareholder votes with less than 80% support)

•

97.5% votes in favour of the Directors’ Remuneration Report (advisory vote)

•

Payment of an interim dividend in September 2025 and commencing a £5m share buyback programme

•

Engagement with shareholders throughout 2025 on performance against the Group’s financial and strategic KPIs

•

Continued development of the Group’s sustainability and ESG strategy as set out on pages 40 to 65

#### Section 172 – Statement of Compliance – s172 (1) of the Companies Act 2006continued

#### Shareholders

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ADDITIONAL INFORMATION

Why we engage

In October 2025, the Board approved a €10.3 million, 3-year term loan facility with AIB Group plc (“AIB”), to fund the

acquisition of OccasionGenius Inc. Engagement with AIB builds trust and promotes an effective long-term partnership

between AIB and the Group.

How the Company engages

•

Regular financial reporting and covenant compliance reporting

•

Regular contact and quarterly meetings regarding the ongoing performance of the Group

How the Board considers AIB’s interests

•

Covenant compliance ratios and AIB debt balances are reported to the Board through updates from the CFO

•

Monitoring forecast covenant compliance as part of the Group’s budgeting and reforecasting processes

•

Considering the impact of strategic decisions, capital allocation and potential acquisitions on leverage and liquidity

•

The CFO maintains an executive relationship with the senior AIB account manager and oversees financial reporting and

covenant compliance reporting

What AIB told us was important

•

Sustainable financial performance and prudent financial management

•

Transparent, accurate and timely compliance reporting

•

Early and open communication regarding material developments in the Group

•

Trust and confidence between AIB and the Group to ensure a mutually beneficial long-term relationship

Measurement

•

Compliance with financial covenants and facility terms

•

Delivery of financial performance against budget and forecast

•

Quality and timeliness of financial reporting

Outcome of engagement

•

Effective and transparent processes to demonstrate the Group’s covenant compliance

•

AIB understands the Group’s financial performance

•

Lender confidence, and an understanding on the part of AIB of the Group’s strategy and potential future capital requirements

#### Lender (AIB Group plc)

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Why we engage

We engage with communities where we maintain operations and with society in general to ensure the Group has a positive

and responsible impact. As a digital platform operating globally, we recognise that our responsibilities extend beyond

financial performance to building a more inclusive society by supporting IE&D in our business, implementing our sustainability

objectives, and operating our business in a conscientious and compliant manner.

How the Company engages

•

Our IE&D strategy captures the Company’s commitment to inclusivity

•

We commit our time, skills and resources through paid volunteering days to allow our people support their local

communities and charity initiatives

•

We commission reports and research to better understand the economic and climate impacts of our operations

•

We provide work experience opportunities with a focus on STEM (Science, Technology, Engineering and Maths) students

•

Sponsorship and charitable donations supporting community initiatives

How the Board considers these interests

•

Board oversight of the Group’s ongoing implementation of its IE&D strategy and how it supports our culture

•

The Audit Committee assesses climate and ESG risks as part of assessing the Group’s risk management framework

•

The CFO is Chair of the ESG Steering Committee and updates the Board at each scheduled Board meeting on progress

against ESG KPIs and sustainability initiatives

•

The Remuneration Committee reviews benchmarking of employee salaries to ensure fair compensation and also assesses

executive compensation and how it aligns with pay practices for other staff

What community stakeholders told us was important

•

Commitment to IE&D

•

Continuing to play our part in promoting fairness in society by providing employment opportunities in areas where we

have our operations, and paying people fairly

•

Clear action to manage and reduce the environmental impact of our business

Measurement

•

Carbon emissions and progress against sustainability targets

•

Achievement against IE&D strategy goals

•

Charitable contributions and the number of volunteering days used by colleagues

•

Alignment of executive compensation and pay practices for all other staff

Outcome of engagement

•

344 volunteering hours availed of in 2025, with a focus on charitable initiatives

•

Partnered with Irish STEM charity Teen-turn on their

‘Learn to Earn’

programme, with one eight-week internship for

third-level students and five two-week internships for secondary school students

•

Provided employment and work experience opportunities

•

Continued implementation of our ‘

Staircase to Sustainability

’ framework with over 2,500 properties accredited

•

Awarded the Silver ‘Taking Climate Action’ label for 2025 by South Pole, carbon emission specialists

•

Commitment to reach net-zero carbon by 2040 (became a signatory to the Climate Pledge in 2023)

•

Achieved ‘

Investors in Diversity Gold

’ accreditation

#### Section 172 – Statement of Compliance – s172 (1) of the Companies Act 2006continued

#### Communities and Society

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ADDITIONAL INFORMATION

Los Patios, Medellin, Colombia

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Board Decision Making in Practice from a Section 172(1) Perspective

The Board considers principal decisions to be those decisions which involve significant long-term implications

and consequences for the Company and/or its stakeholders. Below are some examples of principal Board decisions

taken during 2025 and how the Directors took stakeholder views into account in accordance with their duties under

Section 172(1) of the Companies Act 2006.

Section 172 principles

(a)

The likely consequences of any decisions in the long term.

(b)

The interests of the Group’s employees.

(c)

The need to foster the Group’s business relationships with suppliers, customers, and others.

(d)

The impact of the Group’s operations on the community and environment.

(e)

The desirability of the Group maintaining a reputation for high standards of business conduct.

(f)

The need to act fairly between shareholders.

Acquisition of OccasionGenius Inc.

s. 172 principles: (a) (b) (c) (d) (e)

The Board approved the acquisition of OccasionGenius Inc. in October 2025. The Board considered the likely long-term

consequences of completing the acquisition and agreed that diversifying future earnings was appropriate. As part of its

considerations, the Board agreed that the acquisition represented the natural progression of the Group’s strategy outlined

at its Capital Markets Day event in April 2025 and would demonstrate to all stakeholders that the Group was successfully

executing on its strategic objectives. When considering the acquisition, the Board noted that it was expected to drive growth

in social members and bookings, and the new layer of global event data would provide unique insights into traveller

behaviour, benefiting colleagues, shareholders and other stakeholders. In relation to customers, the Board determined that

offering a broad range of local events would encourage travellers to engage more deeply and explore the world together.

Review of the Group’s Growth Strategy

s. 172 principles: (a) (b) (c) (e)

During the early part of the year the Board worked extensively with the Chief Executive Officer on reviewing proposals to

achieve the next phase of Company growth, resulting in the announcement by the Company, in April 2025, of a long-term

strategy to generate shareholder value with a focus on strengthening the Group’s core business, expanding its addressable

market, and exploring complementary acquisitions aligned with the Group’s strategic objectives (see further details set

out within the Chief Executive Officer’s Review on pages 19 to 21).

The details of the strategy were assessed by the Board as positively benefiting a number of stakeholders; our hostel partners

and traveller customers will benefit from increased inventory and enhanced AI powered travel products and services, our

people will benefit from enhanced professional development opportunities and compensation rewards in a growth business,

and our shareholders are anticipated to benefit from an increased return on their investments.

#### Section 172 – Statement of Compliance – s172 (1) of the Companies Act 2006continued

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ADDITIONAL INFORMATION

Share Buyback and Interim Dividend Payment/ Capital Allocation Policy

s. 172 principles: (a) and (f)

The Board is aware of the importance of returning value to shareholders and of clearly communicating its capital allocation

plans. The issue of returning value to shareholders and assessing the appropriate time to institute a share buyback

programme and/or make dividend payments was a key consideration for the Board during 2025. Previous feedback

indicated differing shareholder views on the timing and appropriateness of the Company returning value to shareholders

through share buybacks and dividends. The Board is accordingly aware that there are various competing factors to consider

in capital allocation decisions. Following its assessment of this issue, the Board, acting fairly between members who had

expressed different views, confirmed that the reinstatement of a progressive dividend payment and the commencement of

a £5m share buyback programme would be in the best interests of the business, as evidencing its positive financial outlook

and its ability to meet shareholder and other stakeholders’ expectations.

Appointment of Interim Chair

s. 172 principles: (a) (b) (c) (d) (e) (f)

In 2025, the Board approved the Nomination Committee’s recommendation to appoint Carl G. Shepherd as Interim Chair

of the Board. Given Carl’s extensive tenure on the Hostelworld Board and his deep understanding of online travel market

dynamics, the appointment enabled the Group to continue executing strategic goals during a period of change at Board

level. In addition, Hostelworld colleagues will benefit from the assurance that a highly experienced Non-Executive Director

will lead the Board until Marieke Bax assumes the role of Chair on 31 March 2026.

The Hat Hostel, Madrid, Spain

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Wombat’s City Hostel, Budapest, Hungary

92

Directors’ Biographies

96

Corporate Governance Report

113

Nomination Committee Report

123

Audit Committee Report

133

Remuneration Committee Report

155

Directors’ Report

## Governance

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#### Directors’ Biographies

Key

A

member of the Audit Committee

D

member of the Disclosure Committee

N

member of the Nomination Committee

R

member of the Remuneration Committee

C

indicates Chair of Committee

Carl G. Shepherd

A

(1)

N

C

(2)

R

Non-Executive Interim Chair

(3)

INDEPENDENT

Yes

APPOINTED

01 October 2017

BOARD TENURE

8 years 5 months

SKILLS &

EXPERTISE

Extensive executive and non-executive experience in online travel.

EXPERIENCE

Co-founder, founding Chief Operating Officer and Chief Strategic and

Development Officer of HomeAway Inc, previous Chief Operating Officer

and Chief Development Officer of Hoover’s Online, former board member

of Turnkey Vacation Rentals, Inc., and Edge Retreats.

KEY EXTERNAL

APPOINTMENTS

None

Marieke Bax

N

C

(4)

R

Non-Executive Director

(5)

INDEPENDENT

Yes

APPOINTED

30 January 2026

BOARD TENURE

1 month

SKILLS &

EXPERTISE

Executive and non-executive leadership, strategic governance, and M&A.

EXPERIENCE

Led European corporate development and emerging market expansions

at Sara Lee Corporation, former Chief Financial Officer for e-commerce

start-up Hot-Orange, senior advisory roles at Deloitte & KPMG, former

board member and committee chair for Xior Student Housing, Vion Food

Group, Euroclear/EESA, and Climate Transition Capital.

KEY EXTERNAL

APPOINTMENTS

Non-Executive Director and Chair of Audit & Risk Committee at Superbet;

Non-Executive Director and Chair of Audit Committee at Mediq; and Non-

Executive Director, member of the ESG Committee and Chair of Audit

Committee of InPost S.A.

(1)

Member of the Audit Committee until appointed Interim Chair on 13 September 2025 and will resume membership of the Audit Committee and role as

Senior Independent Non-Executive Director when Marieke Bax assumes the role of Board Chair on 31 March 2026.

(2)

Appointed Chair of the Nomination Committee on 13 September 2025 until Marieke Bax assumes the role of Nomination Committee Chair on 31 March 2026.

(3)

Appointed Interim Chair on 13 September 2025. Marieke Bax will assume the role of Board Chair on 31 March 2026.

(4)

Will assume the role of Chair of the Nomination Committee on 31 March 2026.

(5)

Appointed Non-Executive Director on 30 January 2026 and will assume Chair role on 31 March 2026.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Éimear Moloney

A

C

N

R

Senior Independent Non-Executive Director

(6)

INDEPENDENT

Yes

APPOINTED

27 November 2017

BOARD TENURE

8 years 3 months

SKILLS &

EXPERTISE

Experience in capital markets and asset management, extensive financial

and board governance experience.

EXPERIENCE

Former senior investment manager roles in Zurich Life Assurance (Irl) plc,

senior positions with Bankers Trust Funds Management Ltd in Australia

and with Crowe Horwath Chartered Accountants. Former Non-Executive

Director at Yew Grove Reit plc.

KEY EXTERNAL

APPOINTMENTS

Non-Executive Director, Remuneration Committee Chair and Audit Committee

member of Kingspan Group plc; Non-Executive Director, Audit Committee

Chair, Remuneration Committee member, and Nomination Committee

member of Irish Continental Group plc; and Non-Executive Director of the

Mater Misericordiae And The Children’s University Hospitals CLG.

Evan Cohen

A

N

R

Non-Executive Director

INDEPENDENT

Yes

APPOINTED

14 August 2019

BOARD TENURE

6 years 7 months

SKILLS &

EXPERTISE

Extensive experience in technology and online platform companies.

EXPERIENCE

Former Regional Director for Lyft’s US East Coast business, Chief Operating

Officer at Foursquare and senior strategic consulting and operational roles

at Bebo, Jupiter and MTM.

KEY EXTERNAL

APPOINTMENTS

None.

Paul Duffy

A

N

R

C

Non-Executive Director

INDEPENDENT

Yes

APPOINTED

02 May 2024

BOARD TENURE

1 year 10 months

SKILLS &

EXPERTISE

Experienced Chair and Chief Executive Officer with extensive knowledge

of the consumer and leisure industry.

EXPERIENCE

Former Chair and CEO of Pernod Ricard North America and Director of

Corby Spirit and Wine Limited (listed on the Toronto Stock Exchange).

KEY EXTERNAL

APPOINTMENTS

Chair of the Board and Non-Executive Director, Remuneration Committee

member, Development Committee member and Nomination and

Governance Committee Chair at Glanbia plc; Non-Executive Director of

W.A. Baxter & Sons; and Chair of the Irish Children’s Museum CLG

(7)

.

(6)

Appointed Senior Independent Non-Executive Director when Carl G. Shepherd appointed Interim Chair on 13 September 2025.

(7)

Resigned as Chair and Non-Executive Director on 16 December 2025.

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Hostelworld Annual Report 2025

#### Directors’ Biographiescontinued

Gary Morrison

D

C

Chief Executive Officer

INDEPENDENT

No

APPOINTED

11 June 2018

BOARD TENURE

7 years 9 months

SKILLS &

EXPERTISE

Extensive knowledge of the online travel industry and significant

technology experience.

EXPERIENCE

Former Senior Vice President and Head of Retail for Expedia. Former

Director of Despegar (NYSE DESP), AirAsiaExpedia and Voyages SNCF.

Former Head of Global Sales Operations for Google’s Online Sales

Channel and Motorola as VP and Head of Product Management for

Motorola’s Smartphone. Consulting and engineering roles at General

Electric, Booz Allen, and Hamilton and Schlumberger (France).

KEY EXTERNAL

APPOINTMENTS

None

Caroline Sherry

D

Chief Financial Officer

INDEPENDENT

No

APPOINTED

01 December 2020

BOARD TENURE

5 years 3 months

SKILLS &

EXPERTISE

Extensive finance, strategic and corporate development experience

alongside a strong focus on Investor Relations and the sustainability

agenda.

EXPERIENCE

Former Financial Controller at Hostelworld Group plc, Director of Financial

Planning and Analysis for Glanbia plc’s Performance Nutrition division and

held numerous strategic and commercial finance roles at Ulster Bank

Group DAC. Chair of ESG Steerco at Hostelworld.

KEY EXTERNAL

APPOINTMENTS

Non-Executive Director of Neurodiversity Sandymount CLG

(8)

(8)

Appointed 26 March 2025.

Key

A

member of the Audit Committee

D

member of the Disclosure Committee

N

member of the Nomination Committee

R

member of the Remuneration Committee

C

indicates Chair of committee

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Board Composition

as of 25 March 2026

Independence Overview

The Board comprises seven Directors. Independent

Non-Executive Directors represent 71% of the Board

and are considered by the Board to be independent in

character and judgement, in accordance with the

provisions of the UK Corporate Governance Code.

71% (5)

Independent

Non-independent

29% (2)

Independent Directors

Carl G. Shepherd

Marieke Bax

Éimear Moloney

Evan Cohen

Paul Duffy

Non-Independent Directors

Gary Morrison

Caroline Sherry

Gender Balance

The Board recognises the importance of diversity,

including gender diversity, in promoting effective

decision-making and good governance and maintains

a balanced gender composition.

57% (4)

Male

Female

43% (3)

Male Directors

Carl G. Shepherd

Evan Cohen

Paul Duffy

Gary Morrison

Female Directors

Marieke Bax

Éimear Moloney

Caroline Sherry

Board Tenure

The average tenure of Directors as at 25 March 2026

was 5 years and 5 months.

Tenure Distribution – Full Board:

57% (4)

6-9 years

0-3 years

3-6 years

29% (2)

14% (1)

Tenure Range

Directors

0-3 years

Marieke Bax

Paul Duffy

3-6 years

Caroline Sherry

6-9 years

Carl G. Shepherd

Éimear Moloney

Evan Cohen

Gary Morrison

Tenure Distribution – Non-Executive Directors

60% (3)

6-9 years

0-3 years

40% (2)

Tenure Range

Directors

0-3 years

Marieke Bax

Paul Duffy

3-6 years

–

6-9 years

Carl G. Shepherd

Éimear Moloney

Evan Cohen

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Hostelworld Annual Report 2025

#### Corporate Governance Report

#### Chair’s Introduction

On behalf of the Board, I am pleased to introduce our Corporate Governance

Report for the year ended 31 December 2025. I would like to give thanks to Ulrik

Bengtsson, as Chair of the Board until 12 September 2025, for his thoughtful

leadership before I became Interim Chair in September 2025 and to welcome

Marieke Bax, who was appointed as a Non-Executive Director in January 2026

and who will assume the role of Board Chair on 31 March 2026, as our newest

Board member.

As well as meeting our important regulatory obligations,

our governance report is an opportunity to provide

shareholders and other stakeholders with a clear window

into how the Board operates, and explains the structures,

processes, and procedures used by the Board and its key

Committees to ensure that Hostelworld’s high standards

of corporate governance are maintained. Details on how

our governance arrangements supported our strategy

execution in 2025 are set out on page 99. The Board

remains firmly committed, on an enduring basis, to

promoting high standards of corporate governance

in Hostelworld Group plc (the “Company”) and its

subsidiaries (together the “Group”).

The Company reports in accordance with the provisions

of the UK Corporate Governance Code, as published

in January 2024, with the exception of Provision 29,

which has applied with effect from the start of the

2026 financial year and against which the Company

will report next year (the “Code”).

Details of our governance practices are available in this

Corporate Governance Report and in the Committee

Reports that follow. Below is a brief guide to where

the most relevant explanations are given for how the

Company applies each of the Code principles:

Principles

Pages

Board leadership and

Company purpose

A, B, C, D

and E

Pages 100

to 105

Division of responsibilities

F, G, H

and I

Pages 106

to 111

Composition, succession

and evaluation

J, K and L

Pages 113

to 120

Audit, risk and

internal control

M, N and O

Pages 123

to 132

Remuneration

P, Q and R

Pages 133

to 154

Snap stay, Hoi an, Vietnam

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Compliance with the UK Corporate

Governance Code

The Company has applied the principles and, other

than the two exceptions described below, has complied

with the provisions of the Code throughout the

reporting period.

1.

The Remuneration Committee has not developed

a formal policy on post-employment shareholding

requirements in accordance with Provision 36 of

the Code. This matter was consulted on with

major shareholders and the main proxy advisers in

connection with the Remuneration Policy put before

shareholders at the Company’s AGM in May 2024, and

the conclusion reached was that the Remuneration

Policy and the framework for LTIP awards already

provide sufficient alignment between management

and the long-term interests of shareholders. There

is a shareholding requirement to be met during

employment, and an additional requirement that LTIP

awards be held for a two-year post-vesting holding

period. The Remuneration Committee does not

believe that further post-employment requirements

are necessary to ensure that the Executive Directors

are at all times operating in the best long-term

interests of shareholders.

2.

The 10% of salary pension contribution rate for the

CEO is above the 6% rate applicable to the wider

workforce and represents non-compliance with

Provision 39 of the Code. This issue was also

consulted on with major shareholders and the main

proxy advisers as part of the process for considering

the Remuneration Policy put before shareholders at

the 2024 AGM. In circumstances where no major

shareholder responded to the Remuneration Policy

proposals expressing any concerns or opposition to

the explicit proposal to maintain the CEO’s pension

contribution rate at 10% of salary, the Remuneration

Committee determined that the CEO’s rate of pension

contribution, as contractually agreed at the time of his

recruitment in 2018, was not excessive, and agreed

to present this proposed approach to shareholders

at the 2024 AGM. In the context of the related AGM

vote, the Remuneration Policy proposals (which

included proposals to maintain the CEO’s pension

contribution rate at 10% of salary) were supported

by 97.71% of shareholders who cast their vote.

The Board and the Remuneration Committee fully

appreciate that some shareholders take different views

on these remuneration matters. The Remuneration

Committee will consult with major shareholders and

the leading proxy advisers on these issues as part of

proposals for the new Remuneration Policy, which is

expected to be put before the Company’s shareholders

at the AGM in 2027. The Remuneration Committee

anticipates this consultation exercise to commence in

the latter part of 2026.

Accordingly, it is not currently possible to provide a

definite timeline for compliance with the related

Code provisions.

Board Appointments and

Board Effectiveness

Implementation of succession plans for the Board Chair

role was a key focus for the Nomination Committee and

the Board during the reporting period. The leadership of

the Board evolved with Ulrik Bengtsson stepping down as

Chairman in September 2025 and my own appointment,

also in September 2025, as Interim Chair and Interim

Chair of the Nomination Committee. A thorough search

process overseen by the Nomination Committee

culminated in January 2026, with our announcement

of the immediate appointment of Marieke Bax as a

Non-Executive Director and Chair of the Board, effective

31 March 2026. Full biographies of all Board members

are available on pages 92 to 94. Details of the Board

changes that occurred during the year and in the period

prior to publication of the Annual Report are set out in

the Nomination Committee Report on page 115.

The Board comprises seven directors, of whom three

are female. Five members are based in Europe, and

two reside in the United States. Five Board members

have executive experience in the travel or online sectors,

while the remaining members bring expertise from a

range of other industry backgrounds.

We continue to have a diverse Board and an excellent

mix of skills and perspectives, which ensures debate

at the Boardroom level is challenging and well-informed.

In the latter part of 2025 I reviewed the performance

of each Director and I am satisfied that each brings the

necessary commitment and expertise to their role and

dedicates sufficient time to contribute effectively to

Board performance.

Under my direction as Interim Chair, the Company

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98

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Hostelworld Annual Report 2025

Secretary facilitated a comprehensive internal review of

the Board’s effectiveness during the latter part of 2025.

The review concluded that the Board and its Committees

continue to operate efficiently and effectively. Further

details regarding the performance review process and

its outcomes are provided on pages 119 and 120.

Engaging with our Stakeholders

The Board remains focused on how it engages

with its six principal stakeholder groups: our

employees, shareholders, customers, hostel

partners, AIB Group plc (our principal lender), and

the wider society and communities in which we

operate. In considering key strategic matters, the

Board is mindful of these stakeholders’ interests and

seeks to ensure that its decisions are informed by a

balanced and fair assessment of, at times, differing

or competing expectations.

A detailed account of how the Board and the business

have considered and engaged with stakeholders

during the year, the outcomes of that engagement,

its influence on Board deliberations, and the metrics

used to assess stakeholder engagement is provided in

the Section 172 Statement on pages 79 to 89.

Culture

Culture has been principally shaped by our people,

hostel partners, and traveller customers since the

Company was founded over twenty-five years ago,

and the focus of the Board over the reporting period in

this vital area was ensuring that the Company’s culture

is embedded across the business, and aligned with the

Company’s purpose, values and strategy. Please see

pages 101 to 103 for further details on how the Board

monitored the Group’s culture over the reporting period.

Annual General Meeting

The forthcoming Annual General Meeting represents a

key opportunity for shareholders to receive an update

on the business’s overall progress and to engage with

the Board. The 2026 AGM will take place on 6 May 2026

and will be held at the Company’s offices at 8 Harcourt

Street, Dublin 2. Marieke and I will be in attendance

to address any shareholder questions. Full details are

provided in the Notice of Annual General Meeting,

which will accompany this Annual Report and will

be issued to shareholders at least 20 working days in

advance of the meeting. The Notice is also available on

the Company’s website at

www.hostelworldgroup.com

.

If you have any questions on governance arrangements

at Hostelworld, please don’t hesitate to contact

the Company Secretary in the first instance (email:

corporate@hostelworld.com

).

Carl G. Shepherd

Carl G. Shepherd

Interim Chair

25 March 2026

#### Corporate Governance Reportcontinued

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

How Governance Supported our Strategy during 2025

Strategic Objective

Board’s Governance Role

Link to Principal Risk

2025 Board Activity

Strategy

Execution

Review and assessment of

commercial, financial and

strategic rationale for acquiring

OccasionGenius Inc.

Competition risk

(page 71) and

Execution of strategy

risk (page 71)

During the year, the Board approved the

acquisition of OccasionGenius Inc. to

accelerate the Group’s strategy to inspire

travel and improve booking conversion.

Review and assessment of

investment proposals for

strategic growth.

Competition risk

(page 71) and

Execution of

strategy risk

(page 71)

During the early part of the year, the Board

worked extensively with the Chief Executive

Officer resulting in the announcement by the

Company, in April 2025, of a long-term strategy

to generate shareholder value with a focus on

strengthening the Group’s core business,

expanding its addressable market, and exploring

complementary acquisitions aligned with the

Group’s strategic objectives (see further details

set out within the Chief Executive Officer’s

Review on pages 19 to 21.

Review and assessment of AI

Usage Policy for adoption by

the Group.

Competition risk

(page 71),

Execution of strategy

risk (page 71),

Data security risk

(page 69) and

Cyber security risk

(page 70)

As part of ensuring the Group was well-positioned

to harness the opportunities of AI while

appropriately managing related privacy and IT

security risks, the Audit Committee reviewed

and approved proposals from the Group’s CTO,

Head of IT Security, and DPO regarding the use

of AI across the business.

Investing in

our People

Oversight of remuneration

planning and implementation

to ensure our people were

paid fairly and retention risks

were appropriately managed.

People risk

(page 73)

To ensure broader retention risks were managed

and that our people were rewarded fairly and

competitively, the Remuneration Committee

agreed that (1) salary proposals for the 2025 salary

review provided for average salary increases for

colleagues in excess of salary increases for the

Executive Directors; and (2) a Restricted Share

Award be granted to a number of employees,

subject to a staggered vesting regime over three

years (15% of the award vesting at the end of

the first year, 35% of the award vesting at the

end of the second year, and 50% of the award

vesting at the end of the third year).

Maintaining

an Effective

Board

Governance to ensure the

implementation of Board

succession plans in a way

that maintains an effective

and entrepreneurial Board.

People risk

(page 73)

Board assessment of the skills, experience and

abilities of candidates required to lead the Board

and ensure delivery of the Group’s strategic

objectives, approval of Nomination Committee

recommendations in respect of the appointments

of Carl G. Shepherd as Interim Chair and Éimear

Moloney as Interim Senior Independent Director,

and review of succession plans for the Board.

Capital

Allocation

Assessment of the benefits

and financial stability risks

of reinstating a progressive

dividend policy and

commencing a share

buyback programme.

Macro-economic

conditions risk

(page 69) and

Execution of strategy

risk (page 71)

Assessed and confirmed that both the payment

of an interim dividend and commencement of a

£5m share buyback programme would be in the

best interests of the business.

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Hostelworld Annual Report 2025

The following section outlines how the Company has applied the principles and complied with the provisions of

the Code during the reporting period. Where appropriate, we have included cross-references to relevant sections

of the Annual Report that provide greater detail on our application of the Code’s principles and compliance with its

provisions. Our objective is to minimise duplication, enhance clarity, and demonstrate a coherent and integrated

approach to governance under the Code. The Code is publicly available at

www.frc.org.uk/library/standards-

codes-policy/corporate-governance/uk-corporate-governance-code/

1. Board Leadership and Company Purpose:

#### Principles A-E/Provisions 1-8 of the Code

Approach to Governance

The Board’s main responsibility is to lead the Company in

delivering long-term, sustainable value for shareholders

and other stakeholders, and to contribute positively to

wider society. We set out on page 99 how governance

has supported the delivery of our strategy during 2025

and how this is linked to our principal risks. How the

Company generates value for shareholders is covered

in the Strategic Report on pages 10 to 89.

Long‑term Sustainable Success

In line with the Code, the Board is accountable for driving

the Group’s long-term success. It remains focused on

long-term strategic priorities and evaluates progress

against these goals at each scheduled Board meeting.

The Board follows a comprehensive agenda to ensure

regular consideration of financial performance, strategy,

risk, stakeholder engagement, culture, and governance.

As part of its responsibility to foster the Company’s

long-term sustainable growth – creating value for

shareholders and contributing positively to society –

the Board’s focus over 2025 was in the areas highlighted

in the CEO’s Review (see pages 19 to 21) and the

Chair’s Statement (see pages 14 to 17).

The Board also assesses the sustainability of the

business model over the longer term through:

•

Assessing AI and the competitive risks and

opportunities AI represents for the Group.

•

Assessing the Group’s addressable customer market,

hostel partner relationships, and the suitability of its

marketing programmes and product features for

specific categories of customers and hostel partners.

•

Assessing industry trends and anticipated

developments and attending industry conferences.

•

Considering the long-term customer appeal and

relevance of the core Company brand assets

and trademarks.

•

Regularly assessing the status of the Group’s capital

requirements and capital allocation policy.

•

Assessing feedback from our key stakeholders.

•

Overseeing the risk management and controls in place

to address risk (including IT and cyber security risks).

•

Maintaining oversight over the Group’s internal

control framework.

•

Considering key factors likely to affect future

performance for the purposes of the Viability

Statement set out on page 77.

Effective and Entrepreneurial Board

The Board reviews strategy and execution against

applicable KPIs at each scheduled Board meeting

and receives frequent updates from the CFO on

execution against shorter-term trading KPIs. Key

strategic issues discussed by the Board over the

reporting period included:

•

AI and its competitive risks and opportunities.

•

The ongoing development of our social travel

strategy, social travel products and services, and

the most effective means to achieve customer,

booking and revenue growth in this area.

•

The need for revenue diversification and how to

address this through organic growth and M&A activity.

•

How to effectively expand our inventory coverage

in a way that ensures we have the right type of

competitively priced accommodation inventory to

meet our traveller customers’ requirements.

•

Implementation of our sustainability strategy and

growing our sustainability improvement framework

for the hostelling industry.

•

The relevance of the core Company brand assets

and trademarks, and how to maintain their value.

•

The Group’s platform modernisation strategy and its

alignment with the Group’s overall growth strategy

and the requirements of our hostel partners and

traveller customers.

•

Assessing changes to corporate reporting

requirements and legal and regulatory developments

that impact the Group.

•

Our culture and our purpose, and whether our culture,

purpose, values and strategy are aligned and how our

culture is embedded across the business, including

with respect to our policies, practices and behaviour

throughout the business.

•

Review of the 2026 budget and two-year outlook

and the potential impact of external risk factors.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

On pages 119 and 120, we explain how our annual

Board performance review helps ensure that the Board’s

strengths are recognised and leveraged, while areas

for development are identified and addressed. Further

information on how we ensure the Board has the

appropriate mix of skills and experience is set out in

the Nomination Committee Report (pages 113 to 120).

(a) Directors’ Induction and Ongoing Training

When appointed to the Board, each Director undertakes

a thorough induction programme. This is complemented

by continuous training throughout the year to ensure

Directors remain up to date on legal, regulatory, and

industry developments. The structure and delivery of the

induction process for new Board members are outlined

in the Nomination Committee Report on page 115.

Additional information on the training completed by

Directors is included in the same report on page 116.

(b) Conflicts of Interest

Our Board has a Conflicts of Interest Policy and has

established procedures for the disclosure and review

of any potential or actual conflicts. Prior to the Board

appointment of Marieke Bax (after the end of the

reporting period) in January 2026, a rigorous review

was undertaken by the Company Secretary to ensure

no conflicts of interest arose with respect to Marieke’s

appointment. During 2025, no conflicts of interest

arose in respect of Board matters.

(c) Chair and Non-Executive Directors

The Board considers Paul Duffy, Carl G. Shepherd,

Éimear Moloney and Evan Cohen to be independent.

Accordingly, the Company meets the Code requirement

that at least half of the Board (excluding the Chair)

comprises independent Non-Executive Directors. Details

of succession planning as it relates to Non-Executive

Directors is set out in the Nomination Committee report

on pages 115 and 116.

The Chair and the Non-Executive Directors play an

active role in challenging assumptions, shaping strategic

proposals, and contributing independent judgement,

expertise, and insight to the Board’s discussions. Under

the terms of their appointment letters, the Non-Executive

Directors are expected to devote around 15 to 20 days

each year to the Group’s business.

Copies of the Non-Executive Directors’ appointment

terms are available for review at the Company’s

registered office and will also be available at the AGM.

Company Values and Purpose –

Embedding our new Culture Code

The Hostelworld culture is developed from our values

and is a key strength of the organisation. A new Culture

Code was introduced in 2024 and was well received by

colleagues. In 2025, the Board focused on providing

oversight to ensure the Culture Code was brought to life

effectively and embedded across the Group. The Board

firmly recognises that embedding a positive work culture

is essential to achieving behavioural outcomes and

shaping how things are done across the Group. During

the year, the Board reviewed and affirmed the Group’s

purpose, considered the Group’s values and behaviours,

and provided oversight in how the Culture Code was

being embedded to appropriately reflect the shared

beliefs and values of all Hostelworld colleagues. Details

of the Group’s mission, purpose and vision are set out

on page 2, details on the Group’s behaviours and

values are set out on pages 35 to 37 of the Strategic

Report, and details of the Group’s Culture Code are

summarised on pages 32 and 33. Our values,

behaviours, and Culture Code demonstrate how we

behave, individually and collectively, as a Board and

how we expect colleagues to conduct themselves on an

ongoing basis. Our purpose, values, and behaviours

are firmly embedded across the organisation through

the establishment and application of clear policies on

individual and business conduct. Any breach that could

affect our culture or values is reported to the Board or the

relevant Committee. During the reporting year, including

at the Board meeting in December 2025, the Board

discussed and reflected on Hostelworld’s purpose,

values and behaviours. These foundations continue to

support a culture that champions inclusion, dignity and

respect in the workplace and ensures that we conduct

our business in a commercially responsible and ethically

grounded manner.

The Board remains strongly of the view that our purpose,

values, and behaviours must be communicated

effectively and in plain language, reinforced, and

continuously embedded in our policies and procedures

so that the right values and behaviours drive what we

do and how we do it.

The Executive Directors have been delegated

responsibility for ensuring that established values

and behaviours set at Board level are effectively

communicated and implemented across the business.

If the Board is concerned with any behaviours or actions,

it will seek assurance that corrective action is being

taken. No such action was required during 2025.

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#### Corporate Governance Reportcontinued

Assessing and Monitoring Culture

(and how Culture is embedded)

Our culture is grounded in our values, behaviours,

and Culture Code, and sustained by robust policies

and codes of conduct that ensure consistency and

accountability across the organisation.

Workforce Engagement Sessions:

Evan Cohen,

in his capacity as the designated Non-Executive

Director responsible for workforce engagement, hosted

engagement forums with colleagues. The purpose of

these sessions was not only to provide the Board

with a clear understanding of colleagues’ views on

Hostelworld’s strategy, performance, culture and working

environment, and of colleagues’ and project teams’

priorities and concerns, but was also an effective way

for Evan (and the Board) to assess whether there were

any signs of a culture problem in the business and

whether the Executive Directors were appropriately

embedding our organisational culture.

Employee Surveys:

updates from survey results

provided to the Board by the CEO help the Board monitor

culture by understanding colleagues’ concerns and

challenges, and by identifying initiatives that are

working well or could be improved. Of particular focus

during the reporting year were updates on survey

results on completion rates for conduct and ethics-

oriented training programmes, and whether colleagues

felt empowered to share ideas and innovate.

Remuneration Engagement:

a member of the

Remuneration Committee meets with the Group’s

employee forum to discuss the Company’s approach

to executive pay to enhance colleagues’ understanding

of how executive compensation decisions are made

and receive feedback in the context of the broader

pay and reward policy in the Group. The engagement

exercise also helped the Board assess whether

colleagues believed the Group’s culture, values, and

promoted behaviours were reflected in the Group’s

reward and performance management programmes.

Town Halls:

the CEO, CFO, and Executive Leadership

Team host twice-monthly virtual town halls (including

a Q&A session) for all colleagues, using these forums

to promote our culture and understand staff views and

concerns. This engagement channel is used by the

Executive Directors to communicate the Group’s

culture, purpose, and values and is considered by the

Board to be a particularly important means of

communicating with colleagues.

Leadership Behaviours:

the Group’s leadership

development programmes specify the key attributes

and behaviours for our leaders, with details of the

design and implementation of the programmes

updated to the Board by the Chief People Officer

(or the CEO on his behalf).

Board Performance Review:

the annual Board

performance review allows the Board to reflect on

Board performance and assess the extent to which it

has effectively promoted the Hostelworld culture and

set the ‘tone from the top’.

Informal Engagement:

Non-Executive Board members

are encouraged to meet informally with employees

and, through these engagements, observe if the

appropriate cultural traits and behaviours are being

displayed by colleagues.

Management utilises a suite of Board-approved cultural

metrics to provide the Board with a comprehensive view

of how our culture is embedded in the business and

operating in practice. These indicators draw on a broad

range of sources, including insights from employee

engagement and exit surveys, data from HR policies

on disciplinary matters, compensation and promotion

practices, and measures related to inclusion, equity,

and diversity. Additional inputs include compliance

training completion rates, participation in learning and

development programmes, whistleblowing activity,

and the effectiveness of the Group’s well-being initiatives.

Externally focused measures, such as hostel partner

satisfaction scores, customer service resolution rates,

compliance with agreed payment terms with vendors,

and the occurrence of any contractual disputes with

hostel partners, also form part of the assessment.

Independent assurance over selected areas is provided

by PwC through our outsourced internal audit function,

alongside input from other advisers where appropriate.

Metrics used to monitor culture and the extent to which

it is embedded include:

•

Allowing our people to raise any concerns they have

anonymously via our Whistleblowing Hotline service

is essential to ensure staff have the means to highlight

suspected wrongdoing, and monitoring the volume

of incidents reported provides an important insight

into the health of our culture – no issues were

reported to the service during 2025 (no change

from 2024).

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ADDITIONAL INFORMATION

•

Complying with our customers’ privacy rights is

essential to maintaining their trust, and the participation

rate in data protection compliance training allows us

to establish how embedded this vital compliance

issue is in the business – 100% of invited participants

completed the training in 2025 (increase from 99%

in 2024).

•

Resolving any issues our customers may have in a

timely manner is important to make sure Hostelworld’s

reputation as a trusted hostel booking provider is

maintained, and assessing improvements in the

time it takes to resolve any customer issues allows us

to verify that doing the right thing for our customers

is central to how we operate as a business – the

customer support resolution rate slightly disimproved

over 2025 with 83% of tickets resolved within 36

hours (2024: 87% of tickets resolved within 36 hours).

•

Paying our suppliers on time in accordance with

agreed contract terms is important to maintain a

partnership-based relationship and avoid expensive

disputes, and how we score against this metric

provides a transparent measure of the health of

our culture – 100% of our suppliers were paid in

accordance with agreed payment terms during 2025

(no change from 2024).

•

Complying with contractual terms agreed with

our hostel partners (and avoiding legal disputes)

demonstrates the business is being run with

appropriate regard for our contract obligations and

commitments, and how we score against this metric

provides a clear sense as to whether the business

is being run in an ethical and responsible manner –

no legal disputes arose with a hostel partner during

2025 (no change from 2024).

•

Retaining our employees is a key element of our

strategy, and retention rates are a strong indicator of an

engaged workforce. The 2025 employee attrition rate

of 10.6% is broadly in line with the 2024 rate (10.4%).

How our Culture Supports Strategy:

Our key strategic objectives are to implement our

distinctive social network strategy, expand our inventory

coverage, continuously improve our technology

platform, progress our ESG agenda, and deliver on our

commitments to our shareholders, people, hostel

partners and communities. Further details of our strategy

objectives are set out on pages 19 to 21. We are

empowered to deliver on our strategic objectives by

a vibrant and positive working culture underpinned by

our values:

Think Customer:

we attract and retain customers by

focusing on their needs and providing the travel products

and services they want at competitive prices.

Building a Better World:

we engage our people by

being an inclusive, welcoming employer with a firm

focus on inclusion, equity, and diversity (“IE&D”).

Community Spirit:

we bring people together from all

over the world through our product offering and in our

office locations across the globe. Our community spirit

among our customers, hostel partners, and people

enhances these relationships and drives performance

and strategy execution.

Be Bold, be Brave, be Adventurous:

we embrace

change and encourage and incentivise our people to

learn continuously so we can respond quickly to our

stakeholders’ evolving perspectives.

Keep it Simple:

the simpler things are for our people,

customers, and hostel partners, the faster we can

execute our strategy.

For more information on our culture and how we invest

and reward our people, see our ‘People and Culture’

section set out on pages 34 to 39.

Risk Management

The Group allocates appropriate resources to the

management and oversight of IT security, data protection

and regulatory compliance, supported by its internal

auditors and senior leaders across all departments.

The Board and its Committees receive regular reporting

on risk matters and periodically review both key and

emerging risks facing the business. The Board remains

committed to safeguarding the privacy rights of our

customers and partners, receiving updates from the

Audit Committee on findings from privacy audits

conducted by the Group’s Data Protection Officer, as well

as ongoing cybersecurity assessments of our booking

platform and IT systems carried out by the Group’s Head

of Information Technology Security. Independent

assurance over IT controls and security risks is provided

by PwC, our outsourced internal audit partner. The

Board is also committed to upholding the Company’s

market abuse compliance obligations and receives

updates from the Disclosure Committee on its meetings

and on the effective operation of the compliance

processes and procedures set out in the Company’s

Market Abuse Regulation compliance manual.

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#### Corporate Governance Reportcontinued

Whistleblowing and Anti‑Bribery

The Board promotes a culture where employees can

confidently report concerns through internal and

external channels. The Group’s Anti-Bribery and

Whistleblowing Policies, supported by a confidential

reporting helpline, remain well communicated. Although

no reports were received in 2025, feedback to the Board

confirmed that employees are aware of the service

and would not feel restricted from using it if needed.

Remuneration and Culture

We set out on page 138 how we have addressed the

issue of ensuring remuneration is aligned with culture.

We explain on pages 136 and 137 the Group’s

approach to investing in and rewarding our workforce

and on page 138 how remuneration is aligned to the

Company’s purpose and values.

Using Stakeholder Views to Shape

Board Decision Making

Details of how engagement with stakeholders was

conducted during 2025, what metrics and performance

indicators were used in connection with stakeholder

engagement, how the outcomes of the engagement

with stakeholders was reflected in Board decisions,

and how the Directors consider they have promoted

the success of the Group in accordance with the

requirements of section 172(1) of the Companies Act

2006 are set out in the Section 172 Statement (pages 79

to 89).

Workforce Engagement Statement

As part of the 2025 employee engagement programme,

Evan Cohen hosted engagement forums with colleagues

across the business. The selection of attendees at these

forums was designed to ensure participation from people

who had recently joined the business, so that their

views, in particular, could be shared and understood

fully. Evan provided updates on Board activities and

sought the views of forum participants on several

topics. Marieke Bax, who joined the Board in January

2026 and who will assume the role of Board Chair on

31 March 2026, will participate in a Q&A session with

colleagues from across the business during 2026.

Key themes emerging from engagements with the

workforce during 2025:

•

Recognition of the changing accommodation search

landscape online, with colleagues noting both

challenges and opportunities arising from AI, and

emphasising the strategic need to diversify into social,

influencer and alternative channels of user acquisition.

•

Positive reflections on the Group’s strategic direction,

including the focus on youth travel services,

monetisation, and iteration of core products.

•

Strong preference for remote and hybrid working,

valued for flexibility, wellbeing, and global recruitment.

At the same time, colleagues acknowledged that

onboarding and team cohesion can be more

challenging remotely and would welcome more

intentional in-person interaction.

•

Some colleagues sought further clarity on the Group’s

brand evolution work, and welcomed confirmation

that planning continues and will accelerate with the

arrival of new marketing leadership. The strength and

recognition of the existing “H” icon were noted as a

significant asset.

•

Employees expressed pride in Hostelworld’s culture,

highlighting adaptability, collaboration and openness

to experimentation, particularly around AI. They also

emphasised the need to maintain cultural clarity and

alignment as the organisation grows.

•

Colleagues expressed strong appreciation for the

Group’s commitment to employee engagement,

supportive people policies and continued investment

in learning and development. There was clear

alignment between employees and the Board on

the importance of maintaining a highly engaged

workforce and prioritising people-focused initiatives

across the organisation.

•

Employees welcomed the high level of access to the

Executive Directors and the openness of internal

communications, noting the transparency provided

through the twice-monthly Town Hall meetings, which

include open Q&A sessions with the Chief Executive

Officer, and access to the Executive Directors at

the in-person onboarding sessions held during the

reporting period.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Feedback from the various engagement channels was

shared and discussed by the Board, and employee

perspectives informed more informed Board and

management decisions and helped identify areas to

improve the employee experience, in particular, the

continuation of the in-person onboarding experience for

new colleagues and improved employee engagement

with the Board. How the Board engaged with the

workforce and how the views of our people have been

used to shape Board decisions during the year are set

out in the Section 172 Statement (pages 80 and 81).

Directors’ Concerns

During the year, no Director had concerns about the

operation of the Board or the management of the Group

that could not be resolved.

Steelhouse, Copenhagen, Denmark

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Hostelworld Annual Report 2025

#### Corporate Governance Reportcontinued

2. Division of Responsibilities:

#### Principles F-I/Provisions 9-16 of the Code

The Chair

Responsibility

Ulrik Bengtsson resigned as Chair on 12 September 2025,

Carl G. Shepherd was appointed as Interim Chair on

13 September 2025, and Marieke Bax will assume the

role of Chair on 31 March 2026. The Chair oversees the

Board’s overall effectiveness, promotes an atmosphere

of openness and transparency during its meetings, and

ensures that all Directors participate meaningfully in

discussions and offer constructive scrutiny of the key

matters under consideration. The Chair, together with the

Committee Chairs and the Company Secretary, meets

regularly to review upcoming agenda items and the

materials for Board and Committee meetings. Following

its annual performance review, the Board confirms that

the Interim Chair encourages a culture of candid and

constructive debate in the boardroom. A detailed

description of the Chair’s duties is provided in the table

on page 108.

A Balanced Board

As required by the Code, at least half the Board

(excluding the Chair) are independent Non-Executive

Directors. The Nomination Committee regularly reviews

Board composition, including the balance of skills and

experience on the Board, the tenure of each Non-

Executive Director, and conducts succession planning

for Non-Executive Directors and Executive Directors.

Director and Board Performance

Following a performance review conducted towards the

end of 2025 under the direction of the Interim Chair,

each Director’s performance was considered as

continuing to be effective, and each Director was

considered to demonstrate commitment to the role.

The internal Board performance review concluded that

the skills and experience of the Executive Directors and

independent Non-Executive Directors were appropriate,

and that the Board was working effectively together.

Details of the results and recommendations of the Board

performance review exercise are set out on pages 119

and 120.

Non‑Executive Directors and Independence

In accordance with the Code, our Non-Executive

Directors are responsible for constructively challenging

the strategies proposed by the Executive Directors

and for holding management to account for achieving

Company goals and objectives. The Non-Executive

Directors also play a primary role in the effective

functioning of the Board’s Committees (excluding

the Disclosure Committee, which comprises the CEO

and CFO).

The Board has identified, on pages 92 to 95, which

Directors it considers independent. The Board confirms

that it assessed the independence of the Non-Executive

Directors as part of the annual Board performance

review process and has determined that each of the

Non-Executive Directors continued to demonstrate

independent judgement during the reporting period and

remained free from any business or other relationships

which could have materially affected the exercise of

their judgement.

The Non-Executive Directors play a vital role in

safeguarding balanced decision-making by ensuring

that no single Director, or group of Directors, exerts

undue influence over the Board’s deliberations.

Maintaining their independence is therefore essential.

To support this, Non-Executive Directors may serve a

maximum of three three-year terms, except in

exceptional circumstances where an extension is

considered appropriate.

Other External Appointments

The Board considers a Director’s other significant

external commitments (including, where applicable,

their commitments as committee members of other

listed companies where they serve as directors) when

considering them for appointment to satisfy itself that

the individual can allocate sufficient time to their Board

duties and assess any potential conflicts of interest.

Each Director must notify the Chair of any changes to

significant external commitments that arise during

the year, including the time commitment associated

with each.

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ADDITIONAL INFORMATION

Directors may take on additional external appointments

only with the Board’s prior approval. If required to

assess additional directorships, the Board will consider

the number of directorships the individual already

holds and their expected time commitment for those

roles. The Board considers the most recent guidance

from institutional investors and proxy advisers on the

maximum number of appointments that can be managed

efficiently. As part of the Board performance review

exercise, each Non-Executive Director has confirmed

(as they are required to do on an annual basis) that they

have been able to allocate sufficient time to discharge

their responsibilities effectively (see table on page 111

for Board meeting attendance).

For the table below, we have applied the methodology

set out in the ISS UK and Ireland Proxy Voting Guidelines

for ‘overboarding’ to calculate the mandates of our

Non-Executive Directors for their appointments to

publicly listed companies. The Board confirms that none

of our Directors is overcommitted and all Directors

have adequate time to discharge their duties as Directors

of the Company. At the date of publication of this Annual

Report, no external appointments are held by the CEO.

Details of an external appointment held by the CFO in

a non-listed entity are provided on page 94.

Non-Executive Director

Board Chair

Executive Director

Independent

Appointments

Mandates

Appointments

Mandates

Appointments

Mandates

Total Mandates

(1)

Carl G.

Shepherd

Yes

–

–

Hostelworld

Group plc

2

–

–

2

Eimear

Moloney

Yes

Hostelworld

Group plc

Kingspan

Group plc

Irish

Continental

Group plc.

3

–

–

–

–

3

Evan Cohen

Yes

Hostelworld

Group plc

1

–

–

–

–

1

Paul Duffy

(2)

Yes

Hostelworld

Group plc

1

Glanbia plc

2

–

–

3

Marieke

Bax

(3)

Yes

In Post S.A.

(Euronext

Amsterdam)

1

Hostelworld

Group plc

2

–

–

3

Ulrik

Bengtsson

(4)

Yes

–

–

Hostelworld

Group plc

Raketech Group

Holding plc

4

–

–

4

(1)

Inclusive of their appointment at Hostelworld Group plc. For the purposes of calculating the total number of mandates, a non-executive membership counts

as one mandate, a non-executive role as chair counts as two mandates and a position as executive director (or a comparable role) counts as three mandates.

(2)

Appointed as Chair of Glanbia plc from 1 January 2026.

(3)

Assumes the role of Chair of Hostelworld Group plc on 31 March 2026.

(4)

Resigned as Non-Executive Director and Chair of Hostelworld Group plc effective on 12 September 2025.

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#### Corporate Governance Reportcontinued

Division of Responsibilities

There is a clear division between executive and

non-executive responsibilities, ensuring effective

oversight and accountability. The roles of the Board,

Board Committees, Chair and CEO are documented,

as are those matters reserved to the Board. An

overview of the division of responsibilities between

the Board and the Group’s executive leadership is

provided in the table below.

Company Secretary

The Company Secretary supports the effectiveness of

the Board and its Committees by ensuring that they

are provided with adequate time, information and

resources to discharge their responsibilities. This

includes advising the Board and its Committees on

governance matters and on relevant legal and

regulatory obligations. The appointment and removal

of the Company Secretary are matters reserved to the

Board. In accordance with the Code, the Remuneration

Committee is responsible for determining the

Company Secretary’s remuneration.

Division of Responsibilities

Chairman

Ulrik Bengtsson

(1 January 2025 to

12 September 2025)

Carl G. Shepherd

(13 September 2025 onwards)

Marieke Bax

(with effect from 31 March 2026)

•

Leadership of the Board

•

Responsible for overall effectiveness

in directing the Group

•

Constructive relationships between the

Executive and Non-Executive Directors

•

Effective contribution of all

Non-Executive Directors

•

Directors receive accurate and

timely information

•

Meetings with Non-Executive Directors,

without Executive Directors present

•

Ensures Board is aware of the views

of major shareholders

Board (key matters)

•

Group’s purpose and values

•

Group’s strategic aims and business plans

•

Annual and interim results

•

Annual Report and Financial Statements

•

Capital Allocation and dividend policy

•

Internal control and risk management

•

Major changes to the Group’s corporate

structure (including but not limited to

major acquisitions/disposals)

•

Capital purchases > €250k outside budget

•

Communication with shareholders

•

Changes in structure, size and composition

of the Board

•

Material litigation

•

Remuneration Policy for Directors and

senior executives

•

Governance structure

•

Oversees culture (including IE&D programmes)

and climate-related risks and controls

Senior Independent

Director

Carl G. Shepherd

(1 January 2025 to

12 September 2025)

Éimear Moloney

(13 September 2025 onwards)

•

Sounding board for the Chair

•

Intermediary for the other Directors

and shareholders

•

Annual review of Chair’s performance

Non-Executive Directors

•

Constructive challenge, strategic

guidance and specialist advice

•

Scrutinise and hold to account the

performance of management and individual

Executive Directors against performance

and strategy objectives

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Division of Responsibilities

Chief Executive Officer

Gary Morrison

•

Execute the Group’s strategy and

commercial objectives together with

implementing the decisions of the

Board and its Committees

•

To keep the Chair and Board appraised

of important issues and competitive

challenges facing the Group

•

To ensure that the Group’s business is

conducted with the highest standards of

integrity, in keeping with our culture

•

Manage the Group’s risk profile and

ensure actions are compliant with the

Board’s risk appetite

•

Investor relations activities, including

effective and ongoing communication

with shareholders

Chief Financial Officer

Caroline Sherry

•

Support the CEO in developing and

implementing strategy

•

Provide financial leadership to the

Group and align the Group’s business

and financial strategy

•

Responsible for financial planning and

control, treasury and tax functions

•

Responsible for presenting and

reporting accurate and timely historical

financial information

•

Manage the capital structure of the Group

•

Investor relations activities, including

communications with investors, alongside

the CEO

•

Chairs Steering Committee on ESG and

oversees sustainability and other

reporting compliance

Designated Non-

Executive Director for

Workforce Engagement

Evan Cohen

•

Attendance at employee

engagement forums

•

Provide regular updates to the Board

on issues discussed at employee

engagement forum meetings

•

Review any messages received through

the whistleblowing system from the

Group’s employees

•

Review the effectiveness of engagement

programmes established for employees

Company Secretary

John Duggan

•

Compliance with all corporate governance

matters, monitors the Group’s disclosure

requirements under the Code and LSE

(UK) and Euronext (Ireland

) Listing Rules

•

Ensure Board procedures are followed

•

Compliance by the Company with its legal

and regulatory responsibilities

The Board of Directors

The schedule of matters reserved for the Board’s

decision is available on the Group’s website,

www.

hostelworldgroup.com

. The schedule of matters

reserved for the Board and the Terms of Reference for

each of its Committees are subject to annual review.

The Board also has a Delegation of Authority Policy

that sets out the primary responsibilities, controls and

authorisation limits on matters affecting the Group’s

business. This policy was reviewed and updated by

the Board twice in 2025.

Board Meetings

There were 11 Board meetings held during the year,

with additional Board conference calls held between

Board meetings as and when circumstances required.

As applicable, certain Board decisions are addressed

through written resolutions signed by each Board

member. Key issues assessed, and material decisions

taken by the Board and its Committees during the year

included the following:

Strategy

•

Approval of the acquisition of OccasionGenius Inc.

•

Reviewing the Group’s long-term strategic objectives

with a particular focus on the growth and iteration of

the Group’s social network product features,

technology strategy, hostel inventory strategy, and

paid marketing strategy

•

Approval of a long-term strategy (announced in

April 2025) focusing on strengthening the Group’s

core business, expanding its addressable market,

and exploring complementary acquisitions aligned

with the Group’s strategic objectives

•

Reviewing the Group’s key brand assets and brand

strategy with a focus on the evolution of the Group’s

brand strategy

•

Approval of the Board changes in respect of the

appointment of Carl G. Shepherd as Interim Chair

and Éimear Moloney as Interim Senior

Independent Director

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#### Corporate Governance Reportcontinued

•

Reviewing and approving the Group’s 2026 budget

and two-year outlook

•

Assessing and confirming that the payment of an

interim dividend would be in the best interests of

the business

•

Assessing and agreeing on the implementation of a

£5m share buyback programme as an appropriate

use of the Group’s capital

•

Assessing and considering culture and how it is

embedded in the Group, and reviewing and

considering stakeholder perspectives and the

engagement model adopted by the Company with

its key stakeholders

Commercial

•

On-going updates and presentations from the

Executive Directors on trading and financial

performance (twice monthly trading emails sent to

the Non-Executive Directors by the CFO)

•

Reviewing and approving a budget for 2026

•

Approving the full year results, half year results and

2024 Annual Report

Risk Management and Internal Controls

•

Reviewing the Group’s principal and emerging risks

•

Reviewing and confirming the Group’s viability

statement and going concern status

•

Receiving an update on cyber risk and IT security

•

Receiving an update on data protection compliance

•

Progressing preparations for reporting against

Provision 29 of the Code

•

Receiving an update on financial reporting compliance

•

Receiving an update on key changes to legal and

regulatory matters with a focus on consumer law,

IT security and cyber risk, privacy and capital

markets compliance

•

Receiving an update on compliance training

completion rates

•

Reviewing the effectiveness of the Group’s system

of internal controls and risk management

People and Culture

•

Approving proposals for a new approach to employee

participation in equity plans (annual vesting over a

three-year period)

•

Approving initiatives in the areas of employee

well-being and employee assistance

•

Receiving updates from Evan Cohen in his

capacity as Non-Executive Director responsible

for employee engagement

•

Receiving updates on key people and culture

issues and initiatives at the majority of scheduled

Board meetings

•

Considering and implementing succession plans for

the Chair and non-executive Board positions

•

Considering succession plans for the Board, Executive

Directors, and Executive Leadership Team

•

Reviewing employee engagement results

•

Reviewing the Board Diversity Policy

Standing Agenda Items

In addition to the above, at each scheduled Board

meeting, there are standing items, which include:

•

Review and approval of the previous meeting minutes

•

Committee updates to the Board

•

Status update on any matters outstanding from

previous meetings

•

Report from the CEO (including an update on strategy

development, growth initiatives and execution)

•

Report from the CFO (including an update on trading,

financial performance outlook, investor relations

and progress on ESG strategy initiatives)

The attendance of Directors at Board meetings held

during the year is set out in the table below. Attendance

at Committee meetings is detailed in the respective

Committee Reports. Directors receive comprehensive

Board and Committee papers approximately one week

in advance of each meeting. For scheduled Board

meetings, these papers typically include a trading

update, financial and strategic performance reports,

a people and culture update, and a summary of progress

against the Group’s ESG strategy. Minutes of all Board

and Committee meetings are circulated to members as

a matter of routine.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Non-Executive Directors are encouraged to communicate

directly with senior management between Board

meetings and are provided with a twice-monthly trading

update by the CFO. At the Chair’s request, members of

the Executive Leadership Team attend scheduled Board

meetings to present updates on the performance of

their respective areas of responsibility.

Should any Director judge it necessary to seek

independent legal advice in respect of Company matters,

they are entitled to do so at the Company’s expense.

Meetings of the Non-Executive Directors, held without

the Executive Directors present, are incorporated into

the Board’s annual schedule. In 2025, these sessions

were held at the conclusion of each scheduled Board

meeting, providing the Non-Executive Directors with an

opportunity to discuss matters raised by the Executive

Directors, as well as broader business issues, in a

private forum. These meetings support the continued

independence of the Non-Executive Directors by

allowing them to consider Executive Director

performance and Company matters confidentially and

without management present.

Board Meeting Attendance

Membership

No. of scheduled meetings/total no. of scheduled

meetings held when the Director was a member

(1), (2)

Attendance %

Carl G. Shepherd (Chair from 13 September 2025)

9/11

82%

Paul Duffy

11/11

100%

Éimear Moloney

11/11

100%

Evan Cohen

11/11

100%

Gary Morrison

11/11

100%

Caroline Sherry

11/11

100%

Ulrik Bengtsson

(3)

(Chair until 12 September 2025)

6/7

86%

(1)

Certain Board matters relating to the operation of an Employee Benefit Trust for the purposes of facilitating the holding of shares in the capital of the Company

for the benefit of the Group’s employees and certain former employees were conducted by a specifically constituted Board sub-committee comprised of

the CEO and CFO. Certain Board matters relating to agreeing and executing final legal agreements with the shareholders of OccasionGenius Inc. and with

AIB Group plc in connection with financing arrangements in respect of the acquisition of OccasionGenius Inc. were conducted by a specifically constituted

Board sub-committee comprised of the CEO and CFO. Board approval of the appointment of Paul Duffy as Chair of Glanbia, plc, and the external appointments

of Éimear Moloney and Caroline Sherry, respectively, to non-listed entities was conducted separately via written resolution. Board approval of the renewal

of Evan Cohen’s appointment as Non-Executive Director, and member of the Remuneration Committee, Audit Committee and Nomination Committee was

also conducted separately via written resolution.

(2)

Carl G. Shepherd and Ulrik Bengtsson recused themselves from a meeting of the Board dealing with the appointment of Carl G. Shepherd as Interim Chair.

(3)

Ulrik Bengtsson resigned from the Board and all Committee roles on 12 September 2025.

Disclosure Committee

The Board has established a Disclosure Committee responsible for overseeing the Company’s compliance with the

Market Abuse Regulation and for determining, with advice from the Group’s equity capital markets advisers (Deutsche

Numis, Goodbody Stockbrokers and Travers Smith LLP), when information must be released to the market. The

Disclosure Committee comprises the CEO and CFO, with the Company Secretary acting as secretary to the Committee.

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Hostelworld Annual Report 2025

Mayan Monkey, Tulum, Mexico

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Fostering an inclusive, equitable and diverse culture

Terms of Reference

The Terms of Reference of the Nomination

Committee, which were reviewed during

2025, are available on the Company’s

website at

www.hostelworldgroup.com

.

Key Responsibilities

Assessing the composition, structure

and size (including skills, knowledge,

experience and diversity) of the Board

and its Committees and making

recommendations on appointments

and reappointments to the Board.

Planning for the succession of new

Directors to the Board and of senior

management, considering the tenure of

Non-Executive Directors in the context of

the strategic challenges and opportunities

facing the Group.

Keeping under review the leadership

needs of the Group, both executive and

non-executive, with a view to ensuring the

continued ability of the Group to compete

effectively and execute its strategy.

Reviewing the talent capability across

the Group and the progress of talent

development programmes.

Keeping the extent of Directors’ other

interests and external appointments under

review to ensure that the effectiveness of

the Board is not compromised.

Overseeing the performance review

of the Board, its Committees and

individual Directors.

Reviewing the results of the Board

performance review.

Following each meeting, the Nomination

Committee communicates its main

discussion points and findings to the

Board. A review of the performance of

the Nomination Committee is conducted

each year.

3. Composition, Succession and Evaluation:

Principles J-L/Provisions 17-23 of the Code

Nomination Committee Report

Carl G. Shepherd

Nomination Committee Chair (Interim)

Committee members and meeting attendance:

Membership

No. of scheduled meetings/

total no. of scheduled meetings held

when the Director was a member

(1)

Attendance %

Carl G. Shepherd

(2)

(Interim Chair from 13 September 2025)

6/7

86%

Paul Duffy

7/7

100%

Éimear Moloney

7/7

100%

Evan Cohen

7/7

100%

Ulrik Bengtsson

(3)

(Chair until 12 September 2025)

3/5

60%

Marieke Bax

(4)

N/A

N/A

(1)

Carl G. Shepherd recused himself from a meeting of the Committee dealing with his appointment

as Interim Chair, and Ulrik Bengtsson recused himself from two Committee meetings dealing with

the appointment of his successor as Chair.

(2)

Carl G. Shepherd was appointed Interim Chair of the Nomination Committee on 13 September 2025.

(3)

Ulrik Bengtsson resigned from the Board and the Nomination Committee on 12 September 2025.

(4)

Marieke Bax was appointed as a member of the Nomination Committee on 30 January 2026 and

will assume the role of Nomination Committee Chair on 31 March 2026.

See pages 92 to 95 for further information on current Nomination Committee members.

Committee Composition

Appointments to the Committee are for a period of up to three years, which

may be extended for two further periods of up to three years, provided the

majority of the Nomination Committee members remain independent. The

Nomination Committee’s composition complies with the requirements of

the Code. The Company Secretary acts as secretary to the Committee.

The Chief People Officer regularly attends meetings and is responsible for

supporting on succession planning, talent management, and IE&D.

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#### Nomination Committee Reportcontinued

#### Chair’s Review of 2025

Dear Shareholder,

On behalf of the Board and the Nomination Committee

(the “Committee”), it is my pleasure to present the

Nomination Committee Report for the year ended

31 December 2025.

The principal activities of the Committee during 2025

were as follows:

Chair Succession, Interim Senior Independent

Director Appointment:

Ulrik Bengtsson resigned as a

Non-Executive Director and Chair of the Company on

12 September 2025. The Committee considered and

recommended to the Board my appointment as Interim

Chair, effective 13 September 2025, and the appointment,

as my replacement, of Éimear Moloney as Interim Senior

Independent Director on the same date. Neither Éimear

nor I took part in Committee activities where matters

related to our respective appointments were agreed.

The Committee met on several occasions to consider

the recruitment of a permanent Chair. Following a

rigorous recruitment process which concluded in

January 2026, the Committee recommended to the

Board that Marieke Bax be offered the role of Non-

Executive Director and Chair of the Company.

Committee Changes:

Ulrik Bengtsson stepped down

as Chair of the Nomination Committee and as a member

of the Remuneration Committee on 12 September 2025.

On appointment as Interim Board Chair on 13 September

2025, I was also appointed as Interim Chair of the

Nomination Committee and, in accordance with

Provision 24 of the Code, stepped down as a member

of the Audit Committee on the same date. There were

no other changes to the composition of the Board

Committees during 2025.

IE&D:

Supported by the Chief People Officer, the

Committee considered the Group’s policies and

objectives in respect of IE&D, its linkage to strategy,

how it was implemented and progress to-date on

achieving its objectives.

Succession Planning:

Noting my own tenure and

the tenure of Éimear Moloney as Non-Executive

Directors, which will reach nine years in October

2026 and November 2026, respectively, reviewed

succession planning for the Board and the Executive

Leadership Team.

Board Tenure:

Non-Executive Directors are not

permitted to serve more than three terms of three

years’ duration from their appointment date, unless

exceptional circumstances apply. In this context, the

Committee continuously reviews the tenure of Non-

Executive Directors and potential departure dates.

Details of the tenure of each Non-Executive Director

are set out in the Directors’ Biographies section on

pages 92 to 95.

Terms of Reference and Board Policy:

Reviewed its

Terms of Reference and the Company’s Board

Diversity Policy.

Corporate Reporting:

Consideration and approval of

the report of the Committee in the Company’s Annual

Report and Financial Statements for the year ended

31 December 2024 in March 2025.

I look forward to engaging with shareholders at the

2026 AGM, where I will be available to address any

questions regarding this report or the Committee’s

work. Shareholders who wish to raise queries in

advance may do so by contacting me through the

Company Secretary at

corporate@hostelworld.com

.

Carl G. Shepherd

Carl G. Shepherd

Interim Chair, Nomination Committee

25 March 2026

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Succession Planning – Chair Appointment

Following the March 2025 announcement that Ulrik

Bengtsson had accepted a CEO role at an international

company and would step down from the Board

in October 2025, the Chair recruitment process

commenced. The search process was the focus of the

Committee’s activities over the remainder of 2025 and

culminated in January 2026 with our announcement

of the immediate appointment of Marieke Bax as a

Non-Executive Director and as Chair of the Board from

31 March 2026. Based on a list compiled by Korn Ferry,

selected by the Committee to support the recruitment

process following a competitive tendering process,

several candidates were interviewed during this

period, and their skills and suitability were discussed

in various Committee meetings and calls between

Committee members.

The Committee conducted an in-depth process in

connection with recommending the appointment of

Marieke Bax as Non-Executive Director and Chair, and

member of the Remuneration Committee and Chair and

member of the Nomination Committee. The process

culminated in the Committee recommending (and the

Board approving) the appointment, which took effect

on 30 January 2026. The process for Marieke’s

appointment involved an assessment by the Committee

(with input from the Executive Directors) of Marieke’s

skills, experience, cultural fit, other time commitments

and potential conflicts of interest. Extensive

consideration was also given to the provisions of the

Code of the attributes required of a Board chair and

a non-executive director, and to the FRC’s Corporate

Governance Code Guidance as it relates to the required

skills of a Board chair and a non-executive director.

The Committee meeting which resulted in the

recommendation of Marieke for appointment as

Non-Executive Director and Chair, was chaired by

Éimear Moloney, Interim Senior Independent Director.

The Committee considers that by applying the principles

of the Board Diversity Policy (with its requirement for

the Committee to have specific regard to Parker and

FTSE Women Leaders Reviews and the Listing Rules’

Board diversity targets and the Board’s intention to meet

these targets), it ensures that a diverse pipeline of board

candidates will be available to the Company. See pages

116 to 118 for further details on the Board Diversity Policy

and how it was applied in connection with the Board

Chair recruitment process in 2025.

Appointment Process

•

Committee discussion of candidate specification

and required skill set

•

Consider recommendations through Board

contacts and advisers and/or search agency

•

Review a shortlist of potential candidates for

initial interviews with Committee members and

Executive Directors

•

Final proposal circulated

•

Committee recommends a candidate to the Board

•

Induction programme to be organised by the

Company Secretary

•

Proposed election by shareholders at the first AGM

following appointment

Board Induction Programme

Upon joining the business, all newly appointed Board

members receive a tailored induction programme

organised by the Company Secretary and approved by

the Chair. The induction programme is intentionally

managed over several months and is designed to bring

a new Director up to speed on the Company’s business,

strategy, governance structures, and culture.

Programmes are tailored to the individual’s requirements

and aligned with the activities of the Committees to

which the new Board member has been appointed. New

Board members are asked to present their observations

from the induction and onboarding process to the

Board after an initial settling-in period. New Board

members also have access to the support and service

of the Company Secretary, who arranges access to the

digital platform used by the Board for Board papers,

materials and regulatory updates.

Succession Planning – Executive Directors

and Executive Leadership Team

Executive Leadership Team

During the year, the Committee reviewed succession

plans for the Executive Leadership Team (including

the CEO and CFO) to ensure that changes to the

Executive Director positions are proactively planned

and coordinated. As part of this process, detailed

assessments were completed for each position to

ensure that the required capabilities of potential

candidates aligned with the role requirements and

Hostelworld’s strategy and culture.

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#### Nomination Committee Reportcontinued

Key High Performers

The Committee receives periodic updates on talent

management programmes for senior executives and

key high performers to ensure a diverse pipeline of

senior executives and potential future Board members

with the necessary skills and experience to deliver the

Group’s strategy.

Training

It is essential to the effective functioning of the

Company’s Board and Committees that the Company’s

Executive and Non-Executive Directors are aware of

recent and upcoming developments. All Directors are

required to keep their knowledge and skills up to date,

and as required, professional advisers are invited to

provide in-depth updates. Updates and training are

not limited to legal and regulatory developments; they

also cover a range of issues, including online travel,

market trends, cyber risk and security, and AI. The

Group’s Company Secretary provides regular updates

to the Board and its Committees on legal and

regulatory matters.

•

Each Director receives training on their duties under

section 172(1) of the Companies Act 2006 and their

obligations as Directors of a Company listed on the

London Stock Exchange and Euronext Dublin as

part of their induction process.

•

The Audit Committee received a detailed update on

the programme of activities implemented to ensure

the Company complied with changes to financial

reporting requirements.

•

The Audit Committee received an update on legal

developments in the areas of online regulation,

cyber-risk and security, employment law, and

capital markets compliance and the programme of

activities implemented by the Group to ensure

related compliance.

•

All Directors attended regular external briefing

sessions on topics relevant to their role as Directors.

Board and Committee Performance Review

and Re‑Election of Directors

The results of the Board performance review and

the individual Director appraisal process are detailed

on pages 119 and 120. Having assessed the composition

of the Board, including the breadth of skills, knowledge,

experience and independence of each Director,

the Committee recommended that all Directors be

proposed for election or re-election, as appropriate,

at the forthcoming AGM.

The Nomination Committee keeps succession planning

under review and, as Carl G. Shepherd and Éimear

Moloney will complete nine years on the Board later this

year, will consider, in due course, whether they should

remain Directors of the Company until the next Annual

General Meeting. As part of ongoing succession

planning, the Nomination Committee will assess future

Board composition and refreshment needs as Directors

approach the maximum tenure outlined by the Code.

The Committee’s own effectiveness was also considered

as part of the wider Board performance review.

Following this review, the Nomination Committee and

the Board concluded that the Committee continues to

operate effectively.

The Board’s Policy on Diversity

UK Listing Rule (UKLR) 6.6.6R(9)

The Board’s objective to drive the benefits of a diverse

executive leadership team and wider workforce is

underpinned by the Board’s Diversity Policy. Diversity

in the context of Board composition is considered in a

broad sense and includes age, gender, cultural

background, geographical diversity and business

background in line with the Company’s Board Diversity

Policy. The Board is particularly conscious of the

recommendations of both the Parker and FTSE Women

Leaders Reviews and the revised targets and ‘comply or

explain’ reporting requirements set out in the UK Listing

Rules, and it is the Board’s intention to strive to meet

these targets on an ongoing basis. UKLR 6.6.6R(9)

requires that listed companies state in their annual

reports whether they have met the targets set out in

that rule and, where they have not met one or more of

those targets, they should identify them and explain

their reasons for not doing so. The Company did not

meet the stipulated 40% target for female representation

on the Board at the end of the reporting period.

However, at the 25 March 2026 date of signature of this

report, three of the seven Company Board members

were female (43%). The Board did not meet the

stipulated target of having at least one Board member

from an ethnic minority background. However, the

Committee is pleased that our Board was compliant at

year-end with the target for one of the ‘key Board roles’

to be occupied by a female Board member, with

Caroline Sherry as CFO and Éimear Moloney as Interim

Senior Independent Director, and that from the date

Marieke Bax assumes the role of Board Chair on

31 March 2026, the Company will significantly exceed

this target.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Explanation Against UKLR 6.6.6R(9)

The principal reason we have not met all targets is

that, in accordance with our Board Diversity Policy,

the overriding priority across all Board appointments

remains the appointment of the most suitable and

skilled candidates for the role on merit against objective

criteria, with specific regard to the benefits of diversity.

While a number of candidates from an ethnic minority

were considered (and particular and careful regard was

had to the benefits of diversity) in connection with the

process resulting in the Chair appointment in January

2026 described earlier in this report, ultimately the

appointment was recommended by the Committee and

endorsed by the Board on the basis that the successful

candidate was the most suitable and skilled candidate

for the Board Chair role based on objective criteria.

Details of our performance against these targets as at 31 December 2025 is as follows:

Number of

Board Members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

Executive

Management

(1)

Percentage of

Executive

Management

(1)

Men

4

67%

2

6

86%

Women

2

33%

2

1

14%

Other categories

–

–

–

–

–

Not specified/prefer not to say

–

–

–

–

–

Number of

Board Members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

Executive

Management

(1)

Percentage of

Executive

Management

(1)

White British or other White

(including minority-white groups)

6

100%

4

7

100%

Mixed/Multiple Ethnic Groups

–

–

–

–

–

Asian/Asian British

–

–

–

–

–

Black/African/Caribbean/Black British

–

–

–

–

–

Other ethnic group, including Arab

–

–

–

–

–

Not specified/ prefer not to say

–

–

–

–

–

(1)

Executive management comprises the members of the Executive Leadership Team (including Company Secretary).

The Company Secretary collects data on gender identity

and ethnicity directly from our Board using an IE&D Form,

while gender identity and ethnicity data are self-reported

by members of Executive Management on the Group’s

online HR platform. All data is held securely in compliance

with data protection requirements.

The Board Diversity Policy sets out the Board’s approach

to diversity, with the aim of having a balanced Board

with the appropriate skills, knowledge, experience, and

diversity to meet the needs of the business. Diversity

is considered in its broadest sense and includes age,

gender, education, ethnicity, sexual orientation, disability

and socio-economic background. The explicit objectives

of the Board Diversity Policy are to (1) provide the basis

for improving the quality of decision-making on the

Board by reducing the risk of groupthink; and (2) ensure

that the possibilities for maximising the Company’s

success and achieving its strategic goals are optimised

by having the right skillsets and a breadth of perspectives

on the Board.

As part of the annual review of the effectiveness of

the Board, Committees, and individual Directors, the

Diversity Policy requires the Nomination Committee to

assess the adequacy of diversity representation on the

Board. This assessment, made by the Committee during

the reporting period, confirmed that the Board was

sufficiently diverse in its balance of skills and experience.

The policy statement included in the Diversity Policy

provides that Board appointments are made on merit

in the context of the skills, experience, independence

and knowledge which the Board (as a whole) requires

to be effective, with the Board also recognising the

benefits of Board diversity and inclusion and being

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Hostelworld Annual Report 2025

#### Nomination Committee Reportcontinued

required to have particular regard to the Parker and

FTSE Women Leaders Reviews and the UK Listing

Rules’ targets on diversity and inclusion. In this regard,

it is the Board’s intention, as reflected in the Board

Diversity Policy, to endeavour to meet the Listing Rule

targets in respect of composition of both the Board and

its Committees. The Committee confirms that this policy

was followed during the year in recommending the

appointment of Marieke Bax as Non-Executive Chair.

The Committee is fully supportive of a diverse Board

and will continue to give particular and careful regard

to the benefits of diversity in succession planning,

Board refreshment, and renewal . In this regard, the

Committee will ensure that the recommended targets

for gender and ethnic diversity on the Board are central

to its deliberations. The Committee also confirms that

it will ensure future Board recruitment processes

encourage candidate diversity by requiring any external

search consultancy it uses to have published policies

or adhere to codes of practice that promote diversity,

inclusion, and equal opportunity in the selection and

sourcing of potential Board candidates. The Committee

confirms that Korn Ferry, which was selected by the

Committee to support the Chair recruitment process

following a competitive tendering process, are accredited

by the FTSE Women Leaders Review in the UK for its

work improving the diversity of company boards and

is a signatory of the FTSE Women Leaders Review

‘Enhanced Code of Conduct for Search Firms’

(

ftsewomenleaders.com/wp-content/uploads/2024/02/

enhanced-code-of-conduct-february-2024.pdf

).

All Committee members are drawn from the Board.

Accordingly, the above policy considerations are

automatically taken into account when evaluating

Committee membership.

Diversity in the Group

At a broader level, the Group maintains an Inclusion,

Equity and Diversity policy (the “IE&D Policy”), which

is overseen by the Committee and applies to all staff.

The IE&D Policy includes the following key objectives:

•

Ensure that Hostelworld is representative of the

diverse society we live in and that our culture is

inclusive and provides equal opportunities for all.

•

Create a culture of learning about differences and

understanding the issues that minority groups face

in society and the workplace.

•

Ensure Hostelworld is a workplace where our

differences are celebrated, and our people feel

comfortable sharing their unique perspectives.

•

Where possible, ensure our externally focused

activities reflect the diverse society we live in.

The Committee views the Group’s IE&D policies and

practices as being an essential means to ensure the

correct values and behaviours are implemented and

embedded in the business. The Committee conducted

an extensive review of the progress made by the Group

over 2025 on its IE&D strategy and was pleased to see

the Group’s efforts in this vital area recognised with the

awarding, in October 2025, of ‘

Investors in Diversity Gold

’

accreditation. Details on how the Group’s IE&D objectives,

as overseen by the Committee, were progressed during

the reporting period are set out on pages 34 to 39 of

the Strategic Report. Details on the gender diversity of

our wider leadership team (and their direct reports)

and other employees are set out on page 38.

The Group continues to advance its IE&D commitments,

recognising that fostering a culture of dignity, equality and

belonging is an ongoing journey. The incorporation of

clear IE&D principles into the Group’s recruitment practices

and their integration into leadership development

programmes help to set consistent behavioural

expectations for new employees and future leaders.

The Nomination Committee considers the continued use

of diverse employee engagement channels essential

for understanding colleagues’ perspectives on IE&D.

Insights drawn from multiple sources ensure that the

Group’s diversity and inclusion initiatives are informed

by robust data and remain aligned with best practice.

Further details on these engagement channels are

provided on page 102 and within the Workforce

Engagement Statement on pages 104 and 105.

How our Policies on IE&D Link to Strategy

By embracing and promoting IE&D and ensuring we have

a diverse workforce, we enhance the ability to execute

on our strategic objectives by achieving the following:

•

Promote ongoing innovation by fostering a culture

that challenges uniform thinking.

•

Enhance organisational performance by attracting

and retaining high-quality talent.

•

Improve the Group’s service to global hostel partners

and traveller customers by ensuring our workforce

reflects the diversity of the stakeholders we support.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Board, Committee and

Director Effectiveness

The continued effectiveness of the Board and its

Committees is fundamental to the Group’s governance

structure. Each year, the Company undertakes a

structured review process, using questionnaire-based

assessments to review the performance of the Board,

its Committees and individual Directors. The Company

Secretary, in consultation with the Chair of the Board and

the respective Committee Chairs, analyses the results

and presents the findings for full Board and Committee

discussion. The review identifies strengths and

opportunities for improvement, informing ongoing

training, development priorities, and succession planning.

Grand Hostel LDK, Osaka Shinsaibashi, Japan

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Hostelworld Annual Report 2025

#### Nomination Committee Reportcontinued

Progress Against 2024 Board Performance Review Actions

Set out below is the progress made in 2025 against actions identified as part of the 2024 Board effectiveness review:

Action

Progress

Further Board time to be spent on potential longer-term

strategy dynamics and trends impacting the company

and resulting opportunities that may arise (AI, social media

shaping travel demand, new business opportunities, and

emerging consumer travel patterns).

Board discussion on AI and the evolution of the Group’s

strategy to complement search with social media marketing

campaigns used to inform Board assessments of related

strategic proposals.

Succession planning for the Board and more generally

in the business over 2025 to be a key focus area (with

due regard to the benefits of diversity).

Implementation of succession plans for non-executive Board

roles culminating in the appointment of Carl G. Shepherd

as Interim Chair, and Éimear Moloney as Interim Senior

Independent Director in 2025, and the appointment to the

Board of Marieke Bax in January 2026.

Ensure the internal Board relationships are working

effectively following the appointment of a new Chair,

Remuneration Committee Chair and Non-Executive

Director in 2024.

Additional informal meetings were held to foster strong

working relationships, support knowledge sharing and

ensure new Directors integrated quickly into the Board’s

dynamics and ways of working.

Consider opportunities for more engagement between

Board members and the workforce.

The Executive Directors attended in-person onboarding

events for new colleagues.

Board Performance Review 2025

Key Board strengths

•

Cohesive and unified Board that has worked well in

dealing with the unexpected departure of Ulrik

Bengtsson as Chair.

•

Board and Committees are effective, and the quality

of the reports published by Committees meets an

appropriate standard.

•

Open discussions and a high quality of debate

facilitated by the Chair with the Chair and CEO

working well together on strategy development.

•

External Board relationships with investors, auditors

and advisers are working effectively.

•

Sufficient and timely updates are provided on

risk management, corporate governance and

regulatory matters.

Areas to Focus on in 2026

•

Development of relevant KPIs and CEO reporting

against them for product initiatives launched in

connection with the strategy.

•

Strategic focus at Board level on the risks and

commercial opportunities presented by AI.

•

Further Board time to be spent on potential longer-

term strategy dynamics and trends impacting the

company and resulting opportunities that may arise

(social media shaping travel demand, new business

opportunities, and emerging consumer travel patterns).

•

Continued focus on succession planning for

senior executives and the Executive Directors

would be appropriate.

•

Presentations from the Executive Leadership Team,

on a rotating basis, on strategic initiatives within

their remit would be appropriate in 2026.

The Interim Chair undertook an appraisal of each

Director’s performance, taking into account feedback

from the other Board members, and confirmed that all

Directors continue to perform effectively and demonstrate

strong commitment to their roles. As part of this process,

the Interim Chair also assessed the collective skills,

experience and knowledge of the Non-Executive

Directors and concluded that these remain sufficient to

enable the Board and its Committees to discharge their

responsibilities effectively.

A review of the Interim Chair’s performance, led by the

Senior Independent Director and covering the short

period following his appointment in September 2025,

was also completed. This review confirmed that he is

performing effectively in his role.

External Performance Review

Consistent with previous years, the Board considered

the merits of engaging an external consultant to

conduct the Board performance review. The Board

determined that this was not necessary, as the review

process designed by the Company Secretary and

approved by the Chair was comprehensive.

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Jollyboys Backpackers, Livingstone, Zambia

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Hostelworld Annual Report 2025

Ô de Casa, Sao Paulo, Brazil

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Independent oversight, strengthening accountability

Terms of Reference

The Terms of Reference of the Audit

Committee, which were reviewed during

2025, are available on the Company’s

website at

www.hostelworldgroup.com

.

Key Responsibilities

Monitor the integrity of the annual

and half-yearly financial statements,

including key judgements, estimates,

going concern disclosures and

significant accounting changes.

Assess whether the Annual Report as a

whole is fair, balanced and understandable,

enabling shareholders to evaluate the

Group’s position, performance and strategy.

Review the adequacy and effectiveness

of the Group’s system of internal control,

including financial, operational, IT, cyber

security, compliance and reporting controls.

Oversee the Group’s risk management

framework, including principal and

emerging risks, and climate-related risks

and opportunities, ensuring alignment

with strategy and long-term viability.

Oversee whistleblowing arrangements,

including investigation of concerns and

monitoring of actual or suspected fraud.

Review annual compliance with the

UK Corporate Governance Code.

Oversee compliance with applicable laws

and regulations, including tax, anti-bribery

and corruption, and data protection.

Assess compliance with sustainability

reporting frameworks and

disclosure requirements.

Monitor the effectiveness, independence

and objectivity of the internal audit function,

approve its charter and annual audit plan,

and review significant findings and

management responses.

Monitor and review the effectiveness and

independence of the Group’s external

auditors, approve audit fees and non-audit

services, and make recommendations to

the Board regarding their appointment, for

submission to shareholders.

Review material correspondence

with regulators.

4. Audit, Risk and Internal Control:

Principles M-O/Provisions 24-29 of the Code

Audit Committee Report

Éimear Moloney

Audit Committee Chair

Committee members and meeting attendance:

Membership

No. of scheduled meetings/

total no. of scheduled meetings held

when the Director was a member

Attendance %

Éimear Moloney

4/4

100%

Paul Duffy

4/4

100%

Carl G. Shepherd

(1)

2/2

100%

Evan Cohen

4/4

100%

(1)

In accordance with provision 24 of the UK Corporate Governance Code, Carl G. Shepherd stepped

down as a member of the Hostelworld Audit Committee while he serves as Interim Chair.

See pages 92 to 95 for further information on current Audit Committee members.

Committee Composition

Appointments to the Committee are for a period of up to three years, which

may be extended for two further periods of up to three years. The Audit

Committee’s composition complies with the requirements of the Code.

The Company Secretary acts as secretary to the Committee. The CFO

attends all meetings, together with other Group representatives as appropriate,

including the Group Financial Controller, Head of Tax, Chief Technology

Officer, Head of Security and the Data Protection Officer (DPO). External and

Internal auditors attend upon request of the Chair.

The Board is satisfied that all Committee members are independent and

possess the requisite competence and broad experience relevant to the

online travel sector, together with a diverse range of skills, experience and

expertise to enable effective and meaningful contributions to the Audit

Committee. The Board further confirms that the Committee Chair, Éimear

Moloney, B.A. Accounting and Finance, FCA, has appropriate recent and

relevant financial experience.

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|

Hostelworld Annual Report 2025

#### Audit Committee Reportcontinued

Dear Shareholder

On behalf of the Audit Committee, I am pleased to

present our report for the year ended 31 December

2025. The report details how the Committee met its

responsibilities under its Terms of Reference, the UK

Companies Act 2006 and under the UK Corporate

Governance Code 2024. The Committee’s primary role

is to provide independent oversight of the integrity of

the Group’s financial reporting, the effectiveness of

risk management and internal control systems, and the

work of both the internal and external auditors. During

2025, the Committee maintained a strong focus on

areas of heightened judgement, estimation uncertainty,

and emerging risks that could materially impact the

Group’s performance and position.

The Committee has satisfied itself that, and advised

the Board, that the 2025 Annual Report and financial

statements are fair, balanced and understandable, and

provide the information necessary for shareholders to

assess the Group’s performance, business model and

strategy. The key judgements and estimates that the

Committee considered in relation to the financial

statements are set out in this report, The Committee

concluded that the judgements and disclosures were

appropriate, consistent with Group policy, and provided

sufficient transparency for shareholders.

During the year, the Committee undertook a focused

review of technology-enabled risks, including artificial

intelligence, cyber security, and climate-related and

sustainability matters. The Committee received targeted

updates from subject matter experts, including the Data

Protection Officer, Chief Technology Officer, Head of

Security, and Legal Counsel, to support our assessment

of the risk landscape and the adequacy of controls

and mitigation measures as part of the continuous

improvement in risk management across the Group.

The Committee reviewed the Group’s AI Governance

Framework, with particular attention to accountability,

data governance and controls supporting the ethical

and compliant use of AI. The Committee also considered

enhancements to cyber security controls, including

improvements in threat monitoring, incident response

and access management.

Under the 2024 UK Corporate Governance Code,

the responsibilities of the Audit Committee, as set out

on page 123, are evolving and will expand in 2026

to include enhanced responsibilities in respect of

internal controls. From 2026, the Committee will

be required to undertake an annual review of the

effectiveness of the Group’s material controls and to

support the Board’s declaration in the Annual Report

regarding their effectiveness, including disclosure of

any material weaknesses and the remedial actions

taken. Although these requirements formally apply

from 2026, the Committee has proactively prepared for

their implementation by reviewing the Group’s internal

control framework and enhancement of related

reporting processes to ensure continued alignment with

emerging UK internal controls reporting expectations

and best practice.

In my role as Audit Committee Chair, I meet regularly

with the Chief Financial Officer to discuss business

performance, strategy, key risks and the effectiveness

of mitigating actions.

I engage regularly with PwC, the Group’s internal

auditors, and KPMG, the Group’s external statutory

auditors. Details of these interactions, together with

the Committee’s assessment of the effectiveness and

independence of both the internal and external audit

functions, are set out in this report.

Following each Audit Committee meeting, I ensure that

the key matters discussed and conclusions reached

are reported to the Board.

I look forward to engaging with shareholders at the 2025

Annual General Meeting, where I will be available to

answer any questions relating to this report or the

activities of the Audit Committee. Alternatively, if you

have any questions, please feel free to contact me via the

Company Secretary (email:

corporate@hostelworld.com

)

#### Éimear Moloney

Éimear Moloney

Chair, Audit Committee

25 March 2026

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125

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Principal Activities Completed during 2025:

Audit Committee Activities:

March

2025

August

2025

October

2025

December

2025

Financial Reporting

Considered significant accounting judgements, estimates and key audit matters.

✓

✓

✓

✓

Reviewed accounting policies and considered the impact of new and emerging

accounting standards.

✓

–

–

–

Reviewed correspondence with the Irish Auditing and Accounting Supervisory

Authority (“IAASA”).

–

✓

–

–

Assessed the Group’s liquidity position and approved the appropriateness of

the going concern basis of preparation.

✓

✓

–

–

Approved the Group’s Viability Statement.

✓

–

–

–

Reviewed and recommend to the Board approval of the Group’s preliminary results.

✓

✓

–

–

Reviewed the Annual Report and Interim Statement and confirmed that they are

fair, balanced and understandable.

✓

✓

–

–

Recommended the Annual Report and Interim Statement for Board approval

and signing by the Executive Directors.

✓

✓

–

–

Risk Management and Internal Control

Reviewed the Group’s principal and emerging risk register, including the

effectiveness of related risk management processes.

✓

✓

–

✓

Considered the controls underpinning the accuracy and completeness of the

gender pay gap report.

–

–

✓

–

Reviewed the Group’s sustainability reporting, including:

•

TCFD workplans and management assessments;

•

The Group risk and opportunity register; and

•

Climate scenario analysis.

✓

–

–

–

Received an update from the Head of IT Security, including security

dashboards and monitoring of cyber threats.

–

✓

–

–

Reviewed the Group’s AI use policy, governance framework and management

of AI-related risks.

–

✓

–

✓

Considered governance and regulatory updates from the Company Secretary

and Legal Counsel, including forthcoming legislative developments.

✓

–

–

✓

Reviewed the Group’s business continuity arrangements.

–

✓

–

–

Received and reviewed reports from the Data Protection Officer.

–

✓

–

–

Reviewed the effectiveness of the Group’s financial, compliance, operational

and IT control framework.

✓

–

–

–

Assessed the effectiveness of the Group’s anti-bribery and fraud procedures.

–

–

–

✓

Monitored the confidential and independent hotline whistleblowing procedures

and reports.

–

–

–

✓

Received a report from the Company Secretary on compliance with the UK

Corporate Governance Code.

–

–

–

✓

Reviewed and approved the Audit Committee’s Terms of Reference.

–

–

–

✓

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126

Governance

|

Hostelworld Annual Report 2025

#### Audit Committee Reportcontinued

Audit Committee Activities:

March

2025

August

2025

October

2025

December

2025

Internal Audit

Reviewed and approved the internal audit plan, considering the Group’s

Principal Risk Register and related risk management processes (the 2025 plan

was approved in March 2025 and the 2026 plan in December 2025).

✓

–

–

✓

Reviewed the findings of internal audits completed during the year and

monitored progress against agreed actions.

–

✓

✓

–

Met with internal audit without management present.

–

–

–

✓

Assessed the effectiveness of the internal audit function.

–

–

–

✓

External Audit

Considered and approved the external audit plan presented by KPMG, including

discussion of significant accounting policies and judgements.

–

–

✓

✓

Confirmed the external auditor’s independence and objectivity.

–

–

–

✓

Approved audit fees and, where applicable, fees for non-audit services in

accordance with the Group’s policy.

–

–

–

✓

Received and considered the external auditor’s reports on the financial

statements and IT audit, including any identified control recommendations.

✓

–

–

–

Reviewed the management representation letter requested from the external

auditors and assessed management’s response to any recommendations.

✓

–

–

–

Met with the external auditor without management present.

✓

–

–

–

Evaluated the effectiveness of the external audit process, including feedback

from management.

–

–

–

✓

Steel House, Copenhagen, Denmark

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127

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Critical Judgements in applying the Group’s Accounting Policies, and Key Sources of

Estimation Uncertainty

In respect of the year ended 31 December 2025, the Audit Committee considered the key areas in which significant

estimates and judgements were applied in the preparation of the financial statements, including, but not limited to,

the matters set out below. At each meeting during the year, the Audit Committee received and reviewed detailed

papers from management assessing the significant accounting judgements and key sources of estimation uncertainty

affecting the Group.

Key Area

Assessment

Business

Combinations

The accounting for business combinations requires judgement in determining the fair value of identifiable

assets and liabilities acquired, including intangible assets, and the resulting goodwill. The Audit

Committee reviewed the accounting for the acquisition of OccasionGenius Inc. completed during

the year, including the valuation techniques applied, key assumptions used, the resulting goodwill

recognised, and the classification of consideration including holdback provisioning.

The Committee was satisfied that the acquisition had been accounted for appropriately and that the

disclosures provided sufficient transparency around the judgements and estimates applied.

Exceptional Items

Exceptional items require judgement in determining whether costs should be disclosed separately.

During the year, exceptional costs related to acquisition and integration activities in connection with

the acquisition of OccasionGenius Inc.

The Audit Committee reviewed the nature of the exceptional items identified and the effectiveness of

the process that requires all exceptional items to be pre-approved. Following a detailed review and

consideration of the disclosures, the Audit Committee is satisfied that the treatment is in line with the

Group policy, consistently applied across years and appropriately presented in the Financial Statements

with sufficient detail to allow users of the Financial Statements to understand the nature and extent of

the exceptional items and how they arose.

Further details on the exceptional items identified in 2025 are set out on page 189.

Development

Labour

In 2025, the Group invested significantly in the development and modernisation of its technology

platforms, including new revenue streams, new social product features, and legacy platform upgrades.

Determining whether internal development costs meet the capitalisation criteria under IAS 38

requires judgement.

The Audit Committee reviewed management’s assessment of capitalised development costs, including

the nature of projects capitalised, the supporting business cases aligned to the Board-approved budget

and forecasts, and the application of the Group’s accounting policy. The Committee was satisfied that

the criteria for capitalisation had been appropriately applied and that the resulting carrying value and

related disclosures were reasonable.

Carrying Value

of Goodwill and

Intangible Assets

The estimated recoverable value of the Group’s goodwill and intangible assets is subjective due to

inherent uncertainty involved in forecasting and discounting future cash flows. The Audit Committee

reviewed valuations prepared on the Group’s goodwill and intangible assets carrying value. The Audit

Committee reviewed the methodology applied, including ensuring that the discount rates used were

appropriate, that cash-generating units were identified appropriately and reviewed the sensitivity

analysis performed on key assumptions, including the Group’s growth and discount rates. The Audit

Committee are satisfied with the headroom included in the valuation models and disclosures set out

in the Annual Report.

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Hostelworld Annual Report 2025

#### Audit Committee Reportcontinued

Key Area

Assessment

Deferred Tax

Recoverability

The recognition of deferred tax assets involves judgement regarding the availability of future

taxable profits.

The Audit Committee reviewed management’s assessment of recoverability of the deferred tax assets

recognised, including the headroom incorporated within the modelling and sensitivity analysis.

The Committee also considered the location of the deferred tax assets and the fact that the relief

available does not expire. As a result of their review, the Audit Committee are satisfied with the carrying

value at 31 December 2025 and the disclosures made in the Annual Report.

Going Concern

The Audit Committee reviewed the Going Concern and Viability Statement prior to recommending

them for approval by the Board. The Group’s assessment of viability is set out on page 77 and the

Directors’ assessment of going concern is set out within note 1 to the Consolidated Financial

Statements. This review included assessing the effectiveness of the process undertaken by the

Directors to evaluate going concern, including any scenario analysis performed on budgeting

assumptions and considered the impact of climate change and geopolitical unrest. The Audit

Committee also considered, in their assessment, the principal risks and uncertainties facing the

Group and the impact on the Group’s financials should they materialise.

The Audit Committee and the Board consider it appropriate to adopt the going concern basis of

accounting with no material uncertainties as to the Group’s ability to continue to do so.

Assessment of Annual Report and

Financial Statements: Fair Balanced

and Understandable

The Audit Committee reviewed drafts of the Annual

Report and provided feedback to management during

the drafting process. The timetable for preparation of the

Annual Report was designed to ensure that the Audit

Committee and the Board are given sufficient time to

review the content in detail, including their assessment

of whether the Annual Report, taken as a whole, is fair,

balanced and understandable, in accordance with the

UK Corporate Governance Code.

In undertaking this assessment, the Audit Committee

considered whether the Annual Report provided the

information necessary for shareholders to assess the

Group’s performance, business model, strategy, and

prospects. Focus was given to whether the narrative

appropriately reflected the year-on-year reduction in

profit, as well as the Group’s strategic priorities and

outlook, as presented at the Group’s Capital Markets Day

in May 2025, including the introduction of new revenue

streams and the acquisition of OccasionGenius Inc.

Consistent with areas of heightened scrutiny across audit

committees in 2025, the Audit Committee also reviewed

how principal risks and opportunities were presented

across the Annual Report. This included consideration of

disclosures relating to technology-enabled change and

risk, including artificial intelligence and cyber security;

capital allocation and financial discipline, including

the resumption of dividend payments and the

implementation of a share repurchase programme;

and the clarity and transparency of disclosures relating

to the OccasionGenius Inc. acquisition.

The Audit Committee further considered whether

climate-related and sustainability disclosures, including

those prepared in line with the TCFD framework, were

accurate, complete and appropriately integrated with

the Group’s strategy, risk management and financial

reporting, and whether these disclosures were

consistent with assumptions used in impairment

testing, going concern and viability assessments.

The Audit Committee’s review was informed by regular

reporting from management, including bi-weekly

updates on trading performance and key performance

indicators, detailed papers from the Chief Financial

Officer on significant accounting judgements and areas

of estimation uncertainty, reports from the Company

Secretary on compliance with key regulatory

requirements, and discussions with the Group’s external

auditor, KPMG, including their audit findings and

summary reports.

Based on this work, the Audit Committee concluded that

the Annual Report, taken as a whole, is fair, balanced

and understandable and provides a clear, accurate

and balanced explanation of the Group’s performance,

position and strategy. The Committee is also satisfied

that the narrative within the Strategic Report and

Governance sections is consistent with, and supported

by, the financial statements.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

129

Frendz Hostel, El Nido, Philippines

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130

Governance

|

Hostelworld Annual Report 2025

#### Audit Committee Reportcontinued

External Auditors

KPMG has acted as the Group’s external auditor since

2023. Brian MacSweeney is the audit partner responsible

for the Group audit.

During the year, the Audit Committee maintained

oversight of the external audit process and the

relationship between the Group and KPMG, with

a particular focus on audit quality, independence and

objectivity. This included approving the scope and terms

of engagement, agreeing audit fees, and reviewing the

auditor’s proposed audit approach and assessment of

significant audit risks.

The Audit Committee reviewed and approved the

external audit plan, including the planned scope of work,

areas of audit focus, materiality levels and the approach

to the audit of significant accounting judgements and

estimates. The Committee also considered how KPMG

planned to exercise professional scepticism, the use

of specialists where appropriate, and the allocation of

resources and experience across the audit team.

Upon completion of the audit, the Audit Committee

considered the audit completion and summary papers

presented by KPMG in March 2026, in advance of

recommending the Annual Report and Financial

Statements for approval by the Board. These papers

included KPMG’s key findings, confirmation that no

unadjusted audit differences or significant control

deficiencies were identified, and the results of their

work on areas of significant judgement and estimation

uncertainty. The Audit Committee also reviewed and

approved the Letter of Representation.

In assessing the effectiveness of the external audit, the

Audit Committee continues to monitor the quality and

timeliness of the external auditor’s communications,

the robustness of challenge provided to management,

the quality and clarity of audit reporting, and feedback

from management on the conduct of the audit, as well

as their independence and objectivity. This is taken

into consideration when the Committee makes its

recommendations to the Board on the remuneration,

the terms of engagement and the re-appointment, or

otherwise, of the external auditors.

The Audit Committee met privately with the external

auditor during the year, without management present,

to provide the opportunity for open and constructive

dialogue. No matters of concern were raised during

these sessions.

Having completed its assessment, the Audit Committee

concluded that the external audit remained effective and

of high quality and that KPMG continued to demonstrate

the necessary independence, objectivity, professional

scepticism and technical expertise. This assessment

informed the Committee’s recommendation to the

Board regarding the remuneration, terms of engagement

and re-appointment of the external auditor.

Non‑Audit Fees

The Audit Committee is responsible for safeguarding the

independence and objectivity of the external auditor.

To support this, the Group and the Company operate

a formal policy governing the provision of non-audit

services by the external auditor.

Under this policy, non-audit services are prohibited

where they could give rise to a conflict of interest or

involve the auditor assuming a management role. In

addition, except in exceptional circumstances, fees for

non-audit services provided by the audit firm must not

exceed 70% of the statutory audit fee for the relevant

financial year. Any proposed non-audit engagement

with an estimated fee in excess of €30,000 is subject

to competitive tender and requires prior approval by

the Audit Committee.

During the year, KPMG provided one permitted

non-audit engagement to the Group with fees of €15k.

No non-audit services were provided by KPMG in the

prior year.

Internal Audit

The internal audit function provides independent and

objective assurance, advice, and insight on the Group’s

governance, risk management, and internal control

frameworks to the Board, Audit Committee, and senior

management. The Group’s internal audit function is

outsourced to PwC, whose independence, experience,

and expertise the Audit Committee continues to regard

as robust and effective.

During 2025, the Audit Committee received two internal

audit reports from PwC. The first report reviewed cyber

security controls for mobile devices used in routine

business operations, including laptops, MacBooks,

iPhones, and Android devices. The second report

assessed the effectiveness of IT third-party risk

management processes. Both audits received

satisfactory ratings, and the Committee was satisfied that

management had implemented appropriate corrective

actions where recommendations were made.

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131

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

The Audit Committee closely monitors the results of

internal audits and evaluates the adequacy and

timeliness of management’s responses to issues raised.

There were no open findings outstanding at the end of

the year from prior internal audit reviews.

In December 2025, the Audit Committee reviewed and

approved the internal audit plan for 2026, following

consultation between PwC and senior management.

The Committee considers the plan to be appropriate in

scope and coverage for the Group’s operations, providing

assurance over key risk areas and supporting the

Committee’s oversight of the Group’s control environment.

Risk Management

The Board has overall responsibility for the Group’s

risk management framework, setting the tone for the

Group’s risk culture and oversight of principal and

emerging risks. The Audit Committee supports the Board

by taking delegated responsibility for the identification,

assessment and monitoring of key risks, and by reviewing

the effectiveness of the Group’s risk management and

internal control systems. Effective risk management

underpins the Group’s operational, financial and

governance activities, providing reasonable, but not

absolute, assurance against material misstatement,

loss, or failure to achieve business objectives.

During 2025, the Audit Committee performed a detailed

assessment of the principal and emerging risks

documented in the Group Risk Register. Presentations

were received from the CFO and functional leads

across technology and cyber security, legal and data

protection, financial reporting and taxation, and ESG.

The Committee paid particular attention to risks whose

probability or impact may be elevated by artificial

intelligence, geopolitical developments, climate

change, macroeconomic volatility, and evolving

regulatory obligations.

The risk assessment process considered each risk’s

potential impact on the Group’s business model, strategic

objectives, financial position, reputation, and operational

performance. For each principal and emerging risk,

the Committee reviewed the controls in place to

manage and mitigate the risk, as well as the direction

of the risk profile over the year. Further detail on the

risk identification process and the Group’s principal

and emerging risks is provided on pages 66 to 76.

During 2025, the Audit Committee also received updates

from the Group’s ESG Steering Committee, led by the

CFO, on climate-related and sustainability risks, including

compliance with TCFD reporting requirements. These

updates enabled the Committee to assess principal

climate-related risks and opportunities, review the

frameworks supporting ESG reporting, and validate the

sustainability-related disclosures included in the Annual

Report. Further detail is provided on pages 40 to 65.

In addition, the Committee reviewed reports from the

Group’s Internal Audit function, PwC, and from the

external auditor, KPMG, summarising the results of

testing over key risk areas and significant financial

reporting cycles. These reports included the outcome

of control assessments and highlighted any areas

requiring attention.

Based on its reviews and oversight activities, the Audit

Committee is satisfied that the Group’s risk management

framework remains appropriate and effective, providing

reasonable assurance that key risks are being identified

and managed with any improvements overseen by the

Chief Financial Officer. The Committee reported this

conclusion to the Board.

Internal Control

The Group maintains a system of internal control

designed to identify, assess, manage, and monitor the

principal and emerging risks facing the business, and

to support the achievement of the Group’s strategic

objectives. The system also facilitates the timely

reporting of risks and control matters to the Board.

While no system of internal control can eliminate all

risk, the framework is designed to manage risk to an

acceptable level.

The Group’s internal control framework comprises

a combination of governance structures, policies,

procedures, and assurance activities. Key

elements include:

•

Governance and accountability:

A clearly defined

organisational structure with established lines of

responsibility, delegated authorities across Group

management, and a formal schedule of matters

reserved for the Board, supporting effective

decision-making and accountability.

•

Strategic and financial planning:

A comprehensive

annual strategy, budgeting and forecasting process,

reviewed and approved by the Board, including

identification and assessment of key risks and

opportunities aligned to the Group’s strategy.

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132

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Hostelworld Annual Report 2025

#### Audit Committee Reportcontinued

•

Performance monitoring:

Regular reporting to the

Board on performance against approved budgets

and forecasts, supported by variance analysis and

key performance indicators, enabling timely challenge

and corrective action where required.

•

Financial controls:

Internal control systems and

procedures to support the effective operation of

delegated authorities, including controls over

capital expenditure, procurement, and payments

in accordance with approved budgets and

authorisation limits.

•

Financial reporting processes:

Robust processes

supporting the preparation of the Group’s financial

statements, including controls over significant

judgements, estimates, and disclosures, and

monitoring of changes arising from transactions.

•

Control culture and capability:

A focus on

embedding a strong control environment and

risk-aware culture across the organisation. During

2025, this included targeted training and awareness

initiatives covering business continuity planning, fraud

prevention and fraudulent payments, anti-money

laundering, cyber security and phishing simulations.

•

People and expertise:

An experienced and

appropriately qualified finance function with a strong

understanding of the Group’s operations and financial

reporting requirements.

•

Ethics and compliance:

A Code of Conduct setting

out expected standards of behaviour, supported by

anti-bribery and corruption policies and a confidential

independently operated whistleblowing hotline, all of

which are communicated clearly across the Group.

•

Independent assurance:

An Internal Audit function

that provides independent assurance over the

design and operating effectiveness of key controls

and business processes, reporting findings and

recommendations to management and the

Audit Committee.

•

Audit Committee oversight:

An Audit Committee

that approves internal and external audit plans,

monitors delivery against those plans, and reviews

significant control matters arising from audit activity,

management reviews and other assurance sources.

In March 2026, the Audit Committee undertook a

detailed review of the operation and effectiveness

of the key controls relevant to the Group’s financial

statements and disclosures, drawing on reports from

management, Internal Audit, and the external auditor.

Following this review, the Audit Committee concluded

that the Group’s internal control environment remained

appropriate and effective and reported its conclusions

to the Board. The Board and Audit Committee will

continue to develop the framework and reporting

processes to ensure ongoing alignment with emerging

UK internal controls reporting expectations.

Code of Conduct and Whistleblowing

The Audit Committee oversees the Group’s framework

for promoting ethical conduct and ensuring effective

arrangements are in place for the reporting and

investigation of concerns. The Committee has

responsibility for reviewing the effectiveness of the

Whistleblowing Policy, which provides a confidential

and, where appropriate, anonymous channel for raising

concerns relating to financial reporting, fraud, bribery,

regulatory breaches or other misconduct. The

Committee receives periodic reports on whistleblowing

activity, including the nature of matters raised,

investigation outcomes and remedial actions taken, and

is satisfied that appropriate procedures are in place to

ensure concerns are investigated independently and that

individuals raising concerns in good faith are protected

from retaliation.

Annual Evaluation of Performance

The performance of the Audit Committee was evaluated

as part of the wider Board effectiveness review, including

an assessment of its Terms of Reference, composition,

processes, contribution and overall effectiveness. The

outcome of the evaluation confirmed that the Audit

Committee continues to operate effectively in accordance

with its Terms of Reference, and that its role and

responsibilities remain appropriate in the context of the

Group’s strategy, operating environment and prevailing

economic and risk landscape and any recommendations

raised in relation to the Audit Committee are acted on

in a formal and structured manner.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Aligning strategic objectives with remuneration policy

Terms of Reference

The terms of reference for the Remuneration

Committee, which were reviewed during

2025, are available on the Company’s

website at

www.hostelworldgroup.com

.

Key Responsibilities

Determine and agree with the Board the

framework and policy for remuneration of

the Executive Directors and the Executive

Leadership Team (including the

Company Secretary).

Determine, within the agreed policy,

individual total compensation packages

for the Executive Directors and the

Executive Leadership Team (including

the Company Secretary) annually, and,

where necessary, consider internal and

external benchmarks.

Determine the compensation for the Chair

of the Board.

Ensure that remuneration policies and

practices support strategy, promote

long-term sustainable success, and that

executive remuneration is aligned with

the Company’s purpose and values.

Review the ongoing appropriateness and

relevance of the remuneration policy.

Engage with the workforce to explain

how executive remuneration aligns with

wider company pay policy, and review

workforce remuneration and related

policies, and the alignment of incentives

and rewards with culture.

Determine, within the agreed policy, any

employee share-based incentive awards

and any performance conditions to be

used for such awards.

Approve targets and assess the

achievement of performance conditions

required for the payment of annual

bonuses and benefits under any

performance-related pay schemes.

Determine the achievement of

performance conditions for the vesting

of Long-Term Incentive Plans.

Review the design of all share

incentive plans for approval by the

Board and shareholders.

Prepare the Directors’ Remuneration

Report annually.

5. Remuneration:

#### Principles P-R/Provisions 32-41 of the Code

#### Remuneration Committee Report

Paul Duffy

Remuneration Committee Chair

Committee members and meeting attendance:

Membership

No. of scheduled meetings/

total no. of scheduled meetings held

when the Director was a member

Attendance %

Paul Duffy

7/7

100%

Carl G. Shepherd

6/7

86%

Éimear Moloney

7/7

100%

Evan Cohen

7/7

100%

Ulrik Bengtsson

(1)

5/5

100%

Marieke Bax

(2)

N/A

N/A

(1)

Ulrik Bengtsson resigned from the Board and the Remuneration Committee on 12 September 2025.

(2)

Marieke Bax was appointed as a member of the Remuneration Committee on 30 January 2026.

See pages 92 to 95 for further information on current Remuneration Committee members.

Committee Composition

The Remuneration Committee is comprised of Paul Duffy (Chair of the

Committee), Marieke Bax, Éimear Moloney, Carl G. Shepherd and Evan

Cohen (all of whom are independent Non-Executive Directors).

Appointments to the Committee are for a period of up to three years,

which may be extended for two further periods of up to three years.

The Remuneration Committee’s composition complies with the requirements

of the Code. The Company Secretary acts as secretary to the Committee.

The Remuneration Committee receives assistance from the CEO, CFO, Chief

People Officer and Company Secretary, who attend meetings by invitation,

except when issues relating to their own remuneration are being discussed.

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#### Remuneration Committee Reportcontinued

Dear Shareholder,

I am pleased to present the Company’s Remuneration

Report for the year ended 31 December 2025. I would

like to thank the other Committee members for their

valuable contributions during the year and express my

particular gratitude to Ulrik Bengtsson, who served on

the Committee before resigning from the Board in

September 2025.

Key Activities of the Remuneration

Committee in 2025

The Remuneration Committee held seven meetings

during 2025 and, among other things, undertook the

following activities:

•

Finalised the 2024 Directors’ Remuneration Report.

•

Determined the 2025 salary increases for the CEO

and CFO (as reported last year).

•

Considered and recommended to the Board the

remuneration for the Chair (in the context of the

Chair succession process, which was completed on

30 January 2026).

•

Confirmed the extent of performance achievement

and the payments under the annual cash bonus

scheme for 2024.

•

Confirmed the 100% vesting outcome for the

Restricted Share Award made in 2022 under the

Company’s Long-Term Incentive Plan (“LTIP”).

•

Agreed on the performance conditions to apply to the

cash bonus scheme to operate in 2025, and those

to apply to the LTIP grant made in March 2025.

•

Considered the remuneration issues raised in

Provisions 32-41 of the UK Corporate Governance

Code and assessed the Company’s compliance

with these Provisions.

•

Reviewed overall workforce remuneration and related

policies and considered the alignment of Executive

Director pay with wider Company practices.

•

Engaged with the wider workforce on relevant matters,

including those relating to executive remuneration.

•

Considered matters relating to the operation of the

Directors’ Remuneration Policy and the structure of

the incentive schemes.

•

Prior to the financial year end, considered the 2026

salary increases for the CEO and CFO.

Subsequent to the financial year end, the Remuneration

Committee met to agree the 2026 salaries for the CEO,

CFO and the remaining members of the Executive

Leadership Team, review and determine the final outturn

of the 2025 annual bonus scheme, further discuss and

agree a proposal to amend the performance conditions

attached to the LTIP award granted in 2024, agree the

performance conditions to apply to the bonus scheme

to operate in 2026, agree the targets for the LTIP award

to be granted in 2026, and approve the contents of this

Directors’ Remuneration Report.

Executive Remuneration in 2025

The cash bonus scheme for 2025 was based on

adjusted EBITDA (60% weighting) and net revenue

(40% weighting). There were no payments to Executive

Directors or senior management under the bonus

scheme. The Remuneration Committee did not exercise

any discretion to adjust the outcome. Full details of the

2025 bonus scheme, including the specific performance

targets which applied for the year, can be found on

page 147.

The Remuneration Committee also formally considered

the vesting level of the 2022 Restricted Share Award.

This award was granted in May 2022 to replace

standard LTIP awards for 2022 and 2023. The award

vested in May 2025 following the Committee’s

assessment of individual and Company performance

over the three-year vesting period. The Company’s

overall performance has been positive since the award

was granted, with continued evolution of Hostelworld’s

strategy and share price growth over the vesting period,

and both Executive Directors demonstrated strong

individual performance. As a result, the Committee

determined that the 2022 Restricted Share Award vested

in full in May 2025. The vested awards are subject to a

two-year post-vesting holding period.

Although the vesting period for the 2022 Restricted

Share Award had not ended at the date of signature

of the Company’s 2024 Annual Report in March 2025,

the Committee agreed to recognise the value of the

award in the single total figure table of Directors’

remuneration for 2024. This approach was consistent

with the approach taken for awards of restricted shares

by many other UK-listed companies which operate

similar models and reflected the completion by December

2024 of a substantial portion of the overall vesting period

(with the Committee being satisfied that the performance

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underpin had been met at that point). Accordingly, the

single total figure for Directors’ remuneration for 2025

does not include an amount which reflects the 2022

Restricted Share Award.

There are no long-term incentive awards due to vest

during 2026, and no amount for long-term incentives

is included in the single total figure of Directors’

remuneration for 2025.

Amendment to EPS Performance Targets

for the 2024 LTIP Award

During the year, the Remuneration Committee carefully

debated the performance targets which had been set for

the LTIP award granted in 2024. These targets involve

the assessment of Hostelworld’s performance over the

period to 31 December 2026. After detailed consideration

both during and after the end of the reporting period,

the Committee agreed to exercise its discretion to amend

the Earnings per Share (“EPS”) element of the targets

in the early part of 2026 for the reasons set out below.

For clarity, no amendments have been made to the

original TSR targets, which remain unchanged and

continue to account for 70% of the 2024 LTIP award.

The LTIP award was granted in May 2024 to the

Executive Directors and a number of other key

employees. It was determined at the time that 70% of the

award would be subject to absolute Total Shareholder

Return (“TSR”) targets measured over a three-year

period commencing 01 January 2024, and the remaining

30% on adjusted EPS measured in the final year of the

three-year performance period to 31 December 2026,

as follows:

Absolute TSR (70%) – Compound

Annual Growth Rate (“CAGR”)

Vesting

Less than 10% p.a.

0%

10% p.a.

25%

16% p.a. or above

100%

Between 10% p.a.

and 16% p.a.

Straight line vesting

between 25% and 100%

Adjusted EPS (30%)

Vesting

Less than €0.15

0%

€0.15

25%

€0.21 or above

100%

Between €0.15

and €0.21

Straight line vesting

between 25% and 100%

By early 2025, it was clear that the Group’s strategy had

changed materially since the start of 2024, when the EPS

targets for the 2024 award had been set. In particular,

the decision of the Board in 2025 to substantially invest

in (1) strengthening the core business through increased

hostel inventory and enhanced social platform

capabilities powered by AI; and (2) expanding the

Group’s addressable market by supplementing hostel

inventory with additional budget accommodation options

and building new products for customers, increased the

level of operating expense in the Group. The compelling

commercial rationale for making these investment-based

decisions to enable the Group’s next phase of growth

was outlined in the Company’s Capital Markets Day

strategy published on 29 April 2025.

The investment-based decisions rendered the business

projections used to set the original EPS targets no longer

applicable. Under revised projections, it was clear that

the altered investment-led focus was such that the

growth targets for the business established by the Board

in early 2024 (and which framed the original 2024

EPS targets) would only be achieved at the expense of

attaining longer-term growth, delivering shareholder

returns and addressing competitive risks identified in

early 2025 as part of strategy planning for the Group.

Following the Capital Markets Day, the Group undertook

a material, investment-led strategic pivot that

fundamentally altered its business model, transitioning

from a single-stream hostel OTA to a multi-revenue-

stream social travel platform. The launch of Social Passes

and the expansion of directly contracted inventory were

investment-led and completed in 2025, and the related

investment and margin profiles were not known or

contemplated when the original EPS targets were set.

This new model, endorsed by several shareholders at

meetings throughout 2025 and reflected in the 2025

trading results, altered the Group’s earnings trajectory.

The Committee therefore agreed amendments to the EPS

targets to provide for a fairer measure of performance

in the context of these material changes. The new EPS

targets are considered not materially less challenging to

satisfy than the original EPS targets, taking into account

the current business environment and the business’s

strategic growth plans. The amendments align with

shareholders’ interests, as they are considered fully

consistent with the current strategy and growth

expectations for the period covered by the 2024 LTIP.

They have been set taking into account analyst

consensus on expected performance for 2026, to

ensure they remain stretching, fair, and aligned with

the Company’s forward-looking financial trajectory,

while maintaining the overall integrity of the LTIP.

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#### Remuneration Committee Reportcontinued

Full details of the specific EPS amendments are set

as follows:

Adjusted EPS measured in the final year of the three-

year performance period to 31 December 2026

Adjusted EPS (30% of the total award)

Vesting

Less than €0.116 (11.6 cent)

0%

€0.116 (11.6 cent)

25%

€0.176 (17.6 cent)

100%

Between €0.116 (11.6 cent)

and €0.176 (17.6 cent)

Straight line vesting

between 25% and 100%

After the performance period ends, the Remuneration

Committee will review performance against the amended

EPS targets and the original TSR targets and will seek to

ensure that the total vesting level is appropriate, taking

into account overall business performance over the

period and the experience of Hostelworld shareholders

and other stakeholders. Full details of our conclusions will

be provided in next year’s Directors’ Remuneration Report.

Implementation of the Remuneration Policy

in 2026

The Directors’ Remuneration Policy, as approved in 2024,

will continue to operate for 2026. The Remuneration

Committee has agreed basic salary increases of 3% for

the CEO and 8.5% for the CFO, effective 1 January 2026.

The salary increase for the CFO reflects her significant

contribution to the business over 2025, her ongoing

development after reaching her fifth anniversary in

the CFO role and the Committee’s desire to address

potential retention risks in the context of her previous

salary (and her total compensation) being well below

the level for CFOs of comparable companies listed on

the London Stock Exchange.

The CEO and the CFO will be eligible for an annual bonus

of up to a maximum value of 125% of basic salary and

100% of basic salary, respectively, the same levels as

applied in 2025. Payment will depend on achieving

challenging targets linked to net revenue and adjusted

EBITDA, which remain key financial indicators for the

Group, as well as a carefully selected, forward-looking

active customer metric. The targets have been set

considering the budget for 2026 and expected

performance levels over the year and are considered

appropriately stretching. The specific targets are currently

considered commercially confidential but will be

disclosed in full in next year’s report. The Committee’s

current intention is that any bonus payment for 2026

will be settled in shares, providing further alignment

between management reward and shareholder interests.

This is permitted by the Directors’ Remuneration Policy,

and to provide the flexibility to the Company to issue

new shares to satisfy these awards, we will be seeking

shareholder approval at the AGM in May for the rules of a

new Hostelworld Bonus Plan. Full details of this plan will

be included in the explanatory notes to the AGM notice.

Following its annual review of executive remuneration

and taking into account the Company’s strategy, scale

and market positioning, the Committee determined that

it was appropriate to increase the maximum LTIP award

opportunity for 2026 for the CEO from 125% of salary in

2025 to 150% of salary, and for the CFO from 100% of

salary in 2025 to 125% of salary. In reaching this decision,

the Committee considered the increased complexity

of the executives’ roles in the context of the Group’s

strategic roadmap, the importance of retaining and

motivating key leadership talent through the critical next

phase of the Company’s growth strategy, and market

practice for companies of a similar size and profile.

The Committee was mindful of the need to exercise

restraint and noted that, notwithstanding the increase,

overall award levels remain within the normal range for

comparable companies and are heavily weighted towards

long term, performance based remuneration. Vesting

remains subject to achieving demanding performance

targets and is further subject to appropriate malus and

clawback provisions under the LTIP rules. We are

adopting new performance measures for the 2026 award

based on net revenue and relative TSR, and the specific

targets are set out on page 153. The awards will include

a two-year post-vesting holding period, and the Directors

will remain subject to the shareholding guidelines set

out in the Remuneration Policy.

The Committee has again considered whether the bonus

scheme and/or the LTIP should include an element

linked to the achievement of non-financial performance

measures. The financial measures chosen – net revenue

and adjusted EBITDA for the annual bonus scheme,

and net revenue and relative TSR for the LTIP – are key

indicators of financial performance closely monitored

by the Board, management, shareholders, and other

market participants. The use of net revenue for both the

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LTIP award and the annual bonus scheme is deliberate

and reflects the current focus on the commercial

opportunities identified in connection with the launch

of new products and associated revenue streams in the

latter part of 2025, and the Committee’s firm view that

achieving revenue targets on both an annual and

sustained long-term basis is a central feature of

shareholders’ expectations and the Group’s multi-year

strategy. In using a relative TSR condition, which

measures Hostelworld’s performance against the FTSE

SmallCap Index, we are ensuring that a significant

portion of the LTIP award will vest only in the event of

outperformance of the wider market. The Committee has

decided to supplement the above-mentioned measures

with a new non-financial metric for the annual bonus

scheme. The non-financial measure chosen – active

customers who make a purchase of certain products

during a specific time period – is an important indicator

of the successful short-term delivery of the Group’s

strategy announced at its Capital Markets Day event in

April 2025. The Committee believes that by including

this new measure in the incentive plans, management

will be appropriately focused on a broader range of

metrics, which provides for a more rounded assessment

of Hostelworld’s overall performance.

Remuneration for the wider

Hostelworld Group

The Remuneration Committee regularly reviews

remuneration practices across the wider Group and

considers the alignment between the pay policy for the

Executive Directors and that for others in the organisation.

The payment of a partial bonus in early 2025 for 2024

was a testament to the organisation’s relative success

in driving satisfactory performance across the business

and was well received by colleagues. Senior colleagues

also received Restricted Share Awards under the LTIP

in 2025, with vesting subject to the same conditions as

previously applied to Restricted Share Awards made to

the Executive Directors.

Further details of wider workforce remuneration during

the year are set out on page 151.

New Directors’ Remuneration Policy

(2027) – Consultation

The Committee will consult with major shareholders and

the leading proxy advisers on proposals for the new

Remuneration Policy, which is expected to be put before

the Company’s shareholders at the AGM in 2027.

The Committee anticipates this consultation exercise

to commence in the latter part of 2026.

Apapacho, Mexico City, Mexico

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#### Remuneration Committee Reportcontinued

UK Corporate Governance Code

The Company reports against the provisions of the UK

Corporate Governance Code, as published in January

2024 (the “Code”).

The Committee is of the view that the Directors’

Remuneration Policy and its implementation are fully

consistent with the Remuneration Principles in the Code,

with the growth strategy of the business encouraged

by the use of incentive schemes which are focused on

financial outperformance and the achievement of

additional non-financial goals. The business’s purpose

is based on inspiring people through travel. Hostelworld

is a key player in the growing travel market, and

executive remuneration rewards our ability to expand the

hostelling category, drive value creation from additional

services and capture further growth for the benefit of

shareholders and other stakeholders. The Company’s

culture is underpinned by a number of core values,

central to which are a focus on putting the customer

first (critical to enhancing our reputation and growing

the business), prioritising simplicity over complexity,

and working well together as a team. These values are

reflected in executive remuneration by, among other

things, the growth which will result from focusing on

the customer, a simple approach to pay design and

the performance focus across the entire company.

Hostelworld continues to comply with the Code’s

remuneration provisions, with two exceptions. Details of

these Code exceptions and explanations for non-

compliance are set out on page 97. It is also recognised

that the 2024 Code includes new provisions relating to

malus and clawback. Details of our approach are set out

in the summary of the Directors’ Remuneration Policy

on page 143. The malus and clawback provisions were

not used during 2025.

The Remuneration Committee engaged with the wider

workforce during the financial year through Evan Cohen,

the designated Non-Executive Director responsible for

employee engagement. This engagement covered a

wide number of issues relating to pay practices across

the Company and also included a discussion of how

executive remuneration aligns with wider Group policies.

Following each meeting, the Remuneration Committee

communicates its main discussion points and findings

to the Board.

Structure of this Report

This report has been prepared in accordance with the

relevant UK reporting regulations, the Listing Rules and

the UK Corporate Governance Code. The report is

divided into three parts:

•

This Annual Statement

•

A summary of the Directors’ Remuneration Policy,

which was approved by shareholders at the AGM in

May 2024

•

The Annual Report on Remuneration, which sets out

payments made to the Directors and details the link

between Company performance and remuneration

for the 2025 financial year. The Annual Report on

Remuneration, together with this Annual Statement,

is subject to the standard advisory shareholder vote

at the forthcoming AGM.

In addition, as explained above, at the AGM we will seek

approval for the rules of a new Hostelworld Bonus Plan.

I look forward to receiving your support at our 2026

AGM, where I will be available to answer any questions

that shareholders may have on this report or in relation

to any of the Remuneration Committee’s activities.

Alternatively, if you have any questions about this report

or, more generally, remuneration at Hostelworld, please

feel free to contact me via the Company Secretary

(email:

corporate@hostelworld.com

).

#### Paul Duﬀy

Paul Duffy

Chair of the Remuneration Committee

25 March 2026

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Directors’ Remuneration Policy (Summary)

Introduction

The Directors’ Remuneration Policy was approved by

shareholders at the Annual General Meeting held on

02 May 2024 and will apply for the period of three

years from the date of approval.

Any payments to the Directors and any payments for

loss of office can only be made if they are consistent

with the terms of the approved Policy. If the Committee

wishes to make a payment to Directors which is not

consistent with the Policy, it will be required to seek

shareholder approval for this payment at a General

Meeting. No changes are proposed to the Policy at the

AGM in 2026.

The Policy was prepared in line with the relevant UK

regulations. Decisions around operating the Policy will

be made by the Committee each year and explained in

the relevant Directors’ Remuneration Report.

A summary of the key features of the Policy is included

below. The full Policy is included in the 2023 Annual

Report, available on the Hostelworld Group website at

www.hostelworldgroup.com

. In the event of any

discrepancy between the summary and the full Policy,

the full Policy will prevail.

Policy Table

The following table sets out each element of

remuneration and how it supports the Company’s

short and long-term strategic objectives.

Base Salary

Link to strategic

objectives:

Provides a base level of remuneration to support recruitment and retention of Executive

Directors with the necessary experience and expertise to deliver the Company’s strategy.

Operation

Salaries are reviewed annually, and any changes are normally effective from 1 January in

the financial year.

When determining an appropriate level of salary, the Remuneration Committee considers:

•

remuneration practices within the Company;

•

the performance of the individual Executive Director;

•

the individual Executive Director’s experience and responsibilities;

•

the general performance of the Company;

•

salaries within the ranges paid by companies in the comparator group used for

remuneration benchmarking; and

•

the economic environment.

Opportunity

Base salaries will be set at an appropriate level within a comparator group of comparably

sized listed companies and will normally increase in line with increases made to the wider

employee workforce.

Individuals who are recruited or promoted to the Board may, on occasion, have their salaries

set below the targeted policy level until they become established in their role. In such cases

subsequent increases in salary may be higher than the average until the target positioning

is achieved.

Performance metrics,

weighting and assessment

None

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#### Remuneration Committee Reportcontinued

Benefits

Link to strategic

objectives:

Provides a market competitive level of benefits to support recruitment and retention

of Executive Directors with the necessary experience and expertise to deliver the

Company’s strategy.

Operation

The Executive Directors receive benefits which include, but are not limited to, private medical

insurance (family cover), income protection and life assurance cover (including tax, if any).

The Remuneration Committee recognises the need to maintain suitable flexibility in the

determination of benefits that ensure it is able to support the objective of attracting and

retaining personnel. Accordingly, the Remuneration Committee would expect to be able to

adopt other benefits including (but not limited to) relocation expenses, tax equalisation and

support in meeting specific costs incurred by Directors.

Opportunity

The maximum will be set at the cost of providing the benefits described.

Performance metrics,

weighting and assessment

None

Pensions

Link to strategic

objectives:

Provide retirement benefits to support recruitment and retention of Executive Directors

with the necessary experience and expertise to deliver the Company’s strategy.

Operation

The Remuneration Committee maintains the ability to provide pension funding in the form of

a salary supplement, which would not form part of the salary for the purposes of determining

the extent of participation in the Company’s incentive arrangements.

Opportunity

For the current CEO, the maximum pension contribution as a percentage of basic salary is 10%.

For the current CFO and for any new Executive Director, the maximum pension contribution

will be in line with the contribution level provided to the majority of the workforce.

Performance metrics,

weighting and assessment

None

All‑Employee Share Plan

Link to strategic

objectives:

To encourage share ownership among Hostelworld employees and increase the

alignment with shareholders.

Operation

The Company does not currently have an operational all-employee share plan but may seek

to offer one again in the future. Executive Directors would be entitled to participate on the same

terms as other employees.

Opportunity

The maximum participation limit will be as set out in the relevant legislation.

Performance metrics,

weighting and assessment

None (as is the norm for approved all-employee plans).

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Annual Bonus Plan

Link to strategic

objectives:

The Annual Bonus Plan provides an incentive to the Executive Directors linked to

achievement in delivering goals that are closely aligned with the Company’s strategy

and the creation of value for shareholders.

In particular, the Plan supports the Company’s objectives allowing the setting of annual

targets based on the business’ strategic objectives at that time, meaning that a wide

range of performance metrics can be used.

Operation

The Remuneration Committee will determine the bonus payable after the year-end based on

performance against targets.

Annual bonuses are normally paid in cash after the end of the financial year to which they relate

although the Remuneration Committee will have the flexibility to settle any bonus in shares.

On a change of control, the Remuneration Committee may pay bonuses on a pro rata basis

measured on performance up to the date of change of control.

Malus will apply up to the date of the bonus determination and clawback will apply for two

years from the date of bonus determination.

Opportunity

The maximum bonus opportunity as a % of base salary is 125% for the CEO role and 100%

for the CFO role and any new Executive Director role appointed during the Policy period.

Performance metrics,

weighting and assessment

Bonus payouts are determined on the satisfaction of a range of key financial and/or non-

financial objectives set by the Remuneration Committee.

In addition, the payment of any bonus will require the Remuneration Committee to determine

that the Company has delivered an acceptable level of performance during the year.

The Remuneration Committee retains discretion in exceptional circumstances to change

performance measures and targets, and the weightings attached to performance measures

part-way through a performance year if there is a significant and material event which causes

the Remuneration Committee to believe the original measures, weightings and targets are no

longer appropriate. Discretion may also be exercised in cases where the Remuneration Committee

believes that the bonus outcome is not a fair and accurate reflection of business performance.

Wombat’s City Hostel, Budapest, Hungary

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#### Remuneration Committee Reportcontinued

Long Term Incentive Plan (“LTIP”)

Link to strategic

objectives:

Awards are designed to incentivise the Executive Directors to maximise returns to

shareholders by successfully delivering the Company’s objectives over the long term.

Operation

Awards are granted annually to Executive Directors under the LTIP. The vesting period is

normally three years, with vesting normally subject to:

•

the Executive Director’s continued employment at the date of vesting; and

•

satisfaction of the performance conditions.

The Remuneration Committee may award dividend equivalents on awards to the extent that

they vest.

Awards which vest after the end of the vesting period will be subject to an additional

two-year holding period. During this period the shares cannot be sold (other than as

required for tax purposes).

The LTIP rules contain standard provisions to satisfy awards/dividend equivalents in shares.

Malus will apply for the period from grant to vesting with clawback applying for the two-year

period post vesting.

Opportunity

Awards may be made up to 150% of base salary.

If exceptional circumstances arise, including (but not limited to) the recruitment of an individual,

the Remuneration Committee may grant awards outside this limit up to a maximum of 200%

of a participant’s annual basic salary.

No more than 25% of the award will vest for threshold performance. 100% of the award will

vest for maximum performance.

Performance metrics,

weighting and assessment

LTIP awards will vest subject to the achievement of challenging performance conditions

set by the Remuneration Committee prior to each grant. These will be determined by the

Committee each year taking into account the specific strategic priorities of the business at

the time. The Committee may change the balance of the measures or use different measures

for subsequent awards during the Policy period, as appropriate.

The Remuneration Committee retains discretion in exceptional circumstances to change

performance measures and targets, and the weightings attached to performance measures

part way through a performance period if an event occurs which causes the Remuneration

Committee to believe the original measures, weightings and targets are no longer appropriate.

Discretion may also be exercised in cases where the Remuneration Committee believes that

the vesting outcome is not a fair and accurate reflection of business performance.

Shareholding Requirement

Link to strategic

objectives:

To support long term commitment to the Company and the alignment of Executive

Director interests with those of shareholders.

Operation

The Remuneration Committee has adopted formal shareholding guidelines that will encourage

the Executive Directors to build up and then subsequently hold a shareholding equivalent of

200% of their base salary.

Adherence to these guidelines is a condition of continued participation in the equity

incentive arrangements.

Opportunity

200% of salary

Performance metrics,

weighting and assessment

None.

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Non‑Executive Director Fees

Link to strategic

objectives:

The Company provides a level of fees to support recruitment and retention of

Non-Executive Directors with the necessary experience to advise and assist with

establishing and monitoring the Company’s strategic objectives.

Operation

The Board as a whole is responsible for setting the remuneration of the Non-Executive Directors,

other than the Board Chair whose remuneration is considered by the Remuneration Committee

and recommended to the Board.

Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent

Director and as Chair of Board committees (or to reflect other additional responsibilities and/

or additional/unforeseen time commitments).

Non-Executive Directors do not participate in any of the Company’s incentive arrangements.

Opportunity

The base fees for Non-Executive Directors are set at an appropriate rate.

In general, the level of fee increase for the Non-Executive Directors will be set taking account

of any change in responsibility and will consider the general rise in salaries across the workforce.

The Company will pay reasonable vouched expenses incurred by the Chair and Non-Executive

Directors, together with other benefits where considered necessary (and any related tax that

may be payable).

Performance metrics,

weighting and assessment

None.

Malus and Clawback

Malus and clawback provisions within the annual

bonus scheme and the LTIP apply in the

following circumstances:

•

Material misstatement of results

•

Gross misconduct

•

Error in calculating the number of shares subject

to an award or the amount of cash paid

•

Corporate failure or

•

Serious reputational damage.

As stated in the Policy table above for the annual bonus

plan, malus applies up to the date of bonus determination

and clawback applies for a period of two years from the

date of bonus determination. For the LTIP, malus will

apply for the three-year period from grant to vesting,

with clawback applying for the two-year period post

vesting. Taking into account the size and complexity of

the business, these periods are considered to provide

a suitable timeframe for identifying potential issues

which would warrant the malus or clawback provisions

being invoked.

Discretion

The Remuneration Committee has discretion in several

areas of policy as set out in this report. The Remuneration

Committee may also exercise operational and

administrative discretions under relevant plan rules

approved by shareholders as set out in those rules. These

include (but are not limited to) the choice of participants,

the size of awards in any year (subject to the limits set

out in the Policy table above), the determination of good

and bad leavers and the treatment of outstanding awards

in the event of a change of control.

In addition, the Remuneration Committee has the

discretion to amend the Policy with regard to minor or

administrative matters where it would be, in the opinion

of the Remuneration Committee, disproportionate to seek

or await shareholder approval.

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#### Remuneration Committee Reportcontinued

Service Agreements and Letters of Appointment

Executive Directors

Each of the Executive Directors has entered into a service contract with the Group. Each Executive Director is subject

to re-election at the AGM.

Name

Position

Date of service agreement

Notice period by

Company (months)

Notice period by

Director (months)

Gary Morrison

CEO

11 June 2018

12

12

Caroline Sherry

CFO

01 December 2020

6

6

Non‑Executive Directors

The Non-Executive Directors have each entered into letters of appointment with the Company. Each independent

Non-Executive Director’s term of office runs for an initial period of three years unless terminated earlier upon written

notice or upon their resignation. Non-Executive Directors are also subject to re-election at each AGM.

The date of appointment of each Non-Executive Director is set out below:

Name

Effective date of appointment

Notice period by Company (months)

Notice period by Director (months)

Carl G. Shepherd

01 October 2017

1

1

Éimear Moloney

27 November 2017

1

1

Evan Cohen

14 August 2019

1

1

Paul Duffy

02 May 2024

1

1

Marieke Bax

30 January 2026

1

1

Payment for Loss of Office

Remuneration element

Treatment on exit

Salary, Benefits

and Pension

Salary, benefits and pension will be paid over the notice period. The Company has discretion to

make a lump sum payment on termination equal to the salary, value of benefits and value of

company pension contributions payable during the notice period. In all cases the Company will

seek to mitigate any payments due.

Annual Bonus Plan

Good leaver reason

– pro-rated to time and performance for year of cessation.

Other reason

– no bonus payable for year of cessation.

LTIP

Good leaver reason

– Pro-rated to time and performance (where applicable) in respect of each

subsisting LTIP award.

Other reason

– Lapse of any unvested LTIP award.

The Remuneration Committee has the following elements of discretion:

•

to determine that an executive is a good leaver (see below).

•

to measure performance (where applicable) over the original performance period or at the date

of cessation. The Committee will make this determination depending on the type of good leaver

reason resulting in the cessation.

•

the Remuneration Committee’s policy is generally to pro-rate to time from the date of grant to the

date of cessation. It is the Remuneration Committee’s intention to only use its discretion to adopt

a different approach to pro-rating in circumstances where there is an appropriate business case

which will be explained in full to shareholders.

•

to determine the extent to which the post-vesting holding period will apply for a good leaver.

The Committee has agreed that the holding period will not apply in the event of death.

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

A good leaver reason may include cessation in the following circumstances:

•

Death

•

Ill-health

•

Injury or disability

•

Redundancy

•

Retirement with agreement of employer

•

Employing company ceasing to be a Group company

•

Employing company transferred to a person who is not a Group Member or

•

At the discretion of the Remuneration Committee (as described above).

Cessation of employment in circumstances other than those set out above is cessation for other reasons.

Change of Control

The Remuneration Committee’s policy on the vesting of incentives on a change of control is summarised below:

Name of Incentive Plan

Change of control

Discretion

Annual Bonus Plan

Pro-rated for time and performance to

the date of the change of control.

The Remuneration Committee has discretion

to continue the operation of the Plan to the end

of the bonus year.

LTIP

The number of shares subject to subsisting

LTIP awards vesting on a change of control

will be pro-rated for time and performance

(where applicable).

Options to the extent vested may be exercised

at any time during the period of six months

following the change of control and if not so

vested will lapse at the end of such period

unless the Remuneration Committee

determines that a longer period shall apply.

The Remuneration Committee retains absolute

discretion regarding the proportion vesting,

taking into account time and performance

(where applicable).

There is a presumption that the Remuneration

Committee will pro-rate to time. The Remuneration

Committee may take a different approach

where it views the change of control as an event

which has provided a material enhanced value

to shareholders which will be fully explained

to shareholders. In all cases the performance

conditions (where applicable) must be satisfied,

subject to the Committee’s discretion (as

noted above).

Consideration of Shareholder Views

The Remuneration Committee takes the views of shareholders seriously, and these views are considered in shaping

the Remuneration Policy and its operation. During 2023 and early 2024, the Committee conducted a consultation

exercise with major shareholders and the main proxy advisors on the details of the Remuneration Policy. The general

response from major shareholders was positive, and accordingly, the Committee proceeded with recommending

that shareholders formally approve the Policy at the AGM in May 2024. The Committee will continue to consider

shareholder views carefully when implementing the Policy.

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Hostelworld Annual Report 2025

#### Remuneration Committee Reportcontinued

#### Annual Report on Remuneration

Single Total Figure of Remuneration (Audited)

Executive Directors

The table below sets out the single total figure of remuneration and breakdown for each Executive Director in respect

of the 2025 financial year. Comparative figures for the 2024 financial year have also been provided. All figures provided

in the table have been calculated in accordance with the relevant UK reporting regulations.

Director

(€’000)

Fixed pay

Variable pay

Total

Total Fixed:

salary,

benefits and

pension

Total

Variable:

bonus and

LTIP only

Salary

Taxable

Benefits

(1)

Pension

(2)

Bonus

(3)

Long-Term

Incentive

Plans

Gary Morrison

2025

509.0

14.8

50.9

–

–

(4)

574.7

574.7

–

2024

494.2

13.1

49.4

209.0

943.6

(5)

1,709.3

556.7

1,152.6

Caroline Sherry

2025

338.6

5.9

20.3

–

–

(4)

364.9

364.9

–

2024

328.8

5.4

19.7

124.1

513.2

(5)

991.2

353.9

637.3

(1)

Taxable benefits represent payments for health insurance and life assurance policies.

(2)

Pension contributions were made at a level of 10% of basic salary for Gary Morrison and 6% of basic salary for Caroline Sherry.

(3)

No bonus was payable in respect of 2025 performance. In 2024, the bonus for Gary Morrison and Caroline Sherry was paid as a contribution to their

pension, at no extra cost to the Company.

(4)

The 2022 Restricted Share Award (explained on the next page) was designed to replace LTIP grants in both 2022 and 2023. As a result, no award was

made to the Executive Directors in 2023, and therefore, there is no amount to disclose in this column for 2025.

(5)

These amounts relate to the 2022 Restricted Share Award granted in May 2022, which was subject to continued employment and satisfaction of a

performance underpin over the vesting period. The amount disclosed has been restated from that included in last year’s report to reflect the share price

at vesting in May 2025 of 110.5p. This has been converted to € using the Central Bank FX rate that applied on the date of vesting. Of the amount stated,

€244k for Gary Morrison and €133k for Caroline Sherry was attributable to share price appreciation since the date of grant. The Remuneration Committee

did not exercise any discretion in relation to this matter.

Non-Executive Directors

The table below sets out the single total figure of remuneration and breakdown for each Non-Executive Director.

During 2025 the Board agreed to increase the fees payable to the Senior Independent Director by €500 p.a., and

to also increase the fees payable to the Remuneration Committee Chair and Audit Committee Chair, respectively,

by €2,500 p.a., with effect from 29 July 2025.

Fees

(€’000)

Taxable

Benefits

(€’000)

Other

(€’000)

Total

(€’000)

Total

Fixed

(€’000)

Total

Variable

(€’000)

Director

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Ulrik Bengtsson

(1)

102.2

59.7

–

–

–

–

102.2

59.7

102.2

59.7

–

–

Carl G. Shepherd

(2)

90.3

(6)

69.3

–

–

–

–

90.3

69.3

90.3

69.3

–

–

Éimear Moloney

(3)

68.1

67.0

–

–

–

–

68.1

67.0

68.1

67.0

–

–

Evan Cohen

(4)

60.0

60.0

–

–

–

–

60.0

60.0

60.0

60.0

–

–

Paul Duffy

(5)

68.1

44.7

–

–

–

–

68.1

44.7

68.1

44.7

–

–

(1)

Stepped down as Chair of the Board and Chair of the Nominations Committee on 12 September 2025.

(2)

Appointed Interim Chair of the Board and Interim Chair of the Nomination Committee on 13 September 2025. Stepped down as Senior Independent Director

on the same date.

(3)

Chair of the Audit Committee. Appointed as Interim Senior Independent Director on 13 September 2025.

(4)

Designated Workforce Engagement Director.

(5)

Chair of the Remuneration Committee.

(6)

Chair fee paid from 13 September 2025.

.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Additional Information regarding Single Total Figure Table (Audited)

Basic Salary

As explained in last year’s Directors’ Remuneration Report, the basic salary for both the CEO and CFO was increased

by 3% with effect from 1 January 2025.

Annual Bonus

The Executive Directors were entitled to consideration for an annual cash bonus for 2025 of up to a maximum of

125% of basic salary for the CEO and 100% of basic salary for the CFO, subject to the satisfaction of performance

targets based on adjusted EBITDA (for 60% of the award) and net revenue (for 40% of the award). The targets

were set at the start of 2025, taking into account the business environment at the time and internal expectations of

Hostelworld’s performance over the year. No bonus was payable in the event that the threshold adjusted EBITDA

target was not met.

The table below sets out the details of the performance targets that were used to determine the annual bonus outcome:

Threshold

Target

Maximum

Performance

metric

Weight-

ing

Required

perform-

ance

level

Required

achieve-

ment

outcome

(as a %

of max

payout)

Bonus

oppor-

tunity

(as a %

of salary)

Required

perform-

ance

level

Required

achieve-

ment

outcome

(as a %

of max

payout)

Bonus

oppor-

tunity

(as a %

of salary)

Required

perform-

ance

level

Required

achieve-

ment

outcome

(as a %

of max

payout)

Bonus

oppor-

tunity

(as a %

of salary)

Actual

perform-

ance

Achieve-

ment

outcome

(as a %

of max

payout)

Resulting

perform-

ance

(as a %

of max

payout)

Adjusted

EBITDA

70% €22.2m

25% 31.25%

(CEO)

25%

(CFO)

€24.0m

50%

62.5%

(CEO)

56%

(CFO)

€26.4m

100%

125%

(CEO)

100%

(CFO)

€19.9m

0%

0%

Net

revenue

30% €94.7m

25% 31.25%

(CEO)

25%

(CFO)

€102.4m

50%

62.5%

(CEO)

56%

(CFO)

€112.6m

100%

125%

(CEO)

100%

(CFO)

€93.8m

0%

0%

Outcome

0%

Based on the 0% outcome (as stated in the table above), no bonuses were paid to the Executive Directors in respect

of 2025. The Committee has not exercised any discretion in respect of the outcome.

Long Term Incentives

No long-term incentive award was made in 2023 and, accordingly, there are no disclosures in respect of long-term

incentives where performance was measured up to the end of December 2025.

2022 Restricted Share Award

As previously disclosed, a grant of restricted shares was made to the Executive Directors in May 2022 under the terms

of the 2022 Restricted Share Award. The value of these shares was reflected in the 2024 single figure of remuneration

as the vesting period was substantially complete by the end of December 2024. As explained in last year’s report,

the Remuneration Committee determined that the underpin for the awards (requiring satisfactory individual and

Company performance over the vesting period) had been met as at 31 December 2024.

The shares vested in May 2025 following confirmation from the Committee that it was satisfied with individual and

Company performance over the full vesting period. The 2022 Restricted Share Award is subject to a two-year

post-vesting holding period.

Full details of the 2022 Restricted Share Award are included in previous Remuneration Reports.

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Hostelworld Annual Report 2025

#### Remuneration Committee Reportcontinued

Scheme Interests Awarded During the Financial Year (Audited)

The table below sets out the details of the LTIP awards granted to the Executive Directors in the 2025 financial year.

All awards were granted as nil cost options.

Director

Date

of grant

Value

of award

Face value

of award

(€’000)

Number

of shares

awarded

(1)

Exercise

price

(€)

Percentage of

award vesting

at threshold

performance

Performance

period end date

Weighting

(2)

Gary Morrison

25 March 2025

125%

of salary

€636.3k

410,008

Nil

(3)

25%

31 December 2027

Absolute

TSR (70%)

Adjusted

EPS (30%)

Caroline Sherry

25 March 2025

100%

of salary

€338.6k

218,201

Nil

(3)

25%

31 December 2027

Absolute

TSR (70%)

Adjusted

EPS (30%)

(1)

The number of shares awarded was calculated using the average closing share price over a three-day trading period from 20 March 2025 to 24 March 2025,

which was £1.30.

(2)

Information on the specific performance targets for these awards is set out below.

(3)

These awards are nil cost options and therefore have a nil exercise price. The share value used to determine the face value of the awards is explained in

the footnotes above.

The vesting of the LTIP awards granted in 2025 is subject to performance conditions based 70% on absolute TSR

measured over a three-year period commencing 01 January 2025 and 30% on adjusted EPS measured in the final

year of the three-year performance period to 31 December 2027. Full details are set out below.

Absolute TSR (70%) - CAGR

Vesting

Less than 8% p.a.

0%

8% p.a.

25%

15% p.a. or above

100%

Between 8% p.a. and 15% p.a.

Straight line vesting between 25% and 100%

Adjusted EPS (30%)

Vesting

Less than 5%

0%

5%

25%

20% or above

100%

Between 5% and 20%

Straight line vesting between 25% and 100%

Any awards which vest will be subject to a two-year post-vesting holding period.

Payments for Loss of Office/Payments to Past Directors (Audited)

There were no payments for loss of office or payments to past Directors made during the 2025 financial year.

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Statement of Directors’ Shareholdings and Share Interests (Audited)

The number of shares of the Company in which the Executive Directors had a beneficial interest and details of long-

term incentive interests as at 31 December 2025 are set out in the table below. Under the Directors’ Remuneration

Policy, the Remuneration Committee has adopted formal shareholding guidelines that encourage the Executive

Directors to build up and hold a shareholding equivalent to 200% of basic salary.

Director

Beneficially

owned shares

Shareholding

requirement

(% of salary)

Shareholding

(% of salary)

Shareholding

requirement

met?

Unvested LTIP

interests subject

to performance

conditions

Gary Morrison

1,026,003

200%

289%

Yes

738,210

Caroline Sherry

448,066

200%

190%

No

392,866

Details of the interests held in shares by Non-Executive Directors as at 31 December 2025 are set out below.

Non-Executive Directors are not subject to a shareholding requirement.

Director

Beneficially

owned shares

Ulrik Bengtsson

(1)

50,000

Carl G. Shepherd

35,285

Éimear Moloney

122,376

Evan Cohen

15,214

Paul Duffy

30,000

(1)

Shareholding as at 12 September 2025, the date Ulrik Bengtsson stepped down from the Board.

Comparison of Overall Performance and Pay (TSR graph)

The graph below shows the Total Shareholder Return (TSR) generated by both the movement in share value and the

reinvestment of dividend income over the period from 1 January 2016 to 31 December 2025. The Remuneration

Committee considers that the FTSE SmallCap index is an appropriate index for comparison as Hostelworld is a

member of this index and it includes other companies with a similar market capitalisation and scope of operations.

The graph has been calculated in accordance with the Regulations.

Total shareholder return (£)

£0

£20

£40

£60

£80

£100

£120

£140

£160

£180

£200

£220

£240

December

2025

December

2024

December

2023

December

2022

December

2021

December

2020

December

2019

December

2018

December

2017

December

2016

December

2015

FTSE Small Cap

Hostelworld Group

Source: LSEG Workspace

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#### Remuneration Committee Reportcontinued

CEO Historical Remuneration

The table below sets out the total remuneration delivered to the CEO over the last ten years, valued using the

methodology applied to the single total figure of remuneration, as required by the UK regulations:

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

CEO

Feargal

Mooney

Feargal

Mooney

Feargal

Mooney

Gary

Morrison

Gary

Morrison

Gary

Morrison

Gary

Morrison

Gary

Morrison

Gary

Morrison

Gary

Morrison

Gary

Morrison

Total single figure (€’000)

1,298.7

768.8

209.5

307.2

485.8

498.4

995.7

522.0

2,820.5

1,709.3

574.7

Annual bonus payment

level achieved (% of

maximum opportunity)

0%

73.4%

0%

19.3%

0%

n/a

n/a

n/a

96%

34%

0%

LTIP vesting level achieved

(% of maximum opportunity)

n/a

n/a

0%

n/a

n/a

0%

0%

75%

(1)

100%

100%

n/a

(1)

Represents the total vesting level for the 2020 LTIP award. The adjusted EPS portion of this award (which accounted for 25% of the overall award) vested

at nil. The absolute TSR portion (which accounted for 75% of the overall award) vested at 100%. The value for the TSR portion of this award is included in

the 2023 single total figure.

Change in Directors’ Remuneration Compared with Employees

The following table sets out the change in the remuneration paid to each of the Directors since 2020, compared

with the average percentage change for employees, as required by the reporting regulations. For the Directors, the

percentage change in remuneration reflects the disclosures in the Single Total Figure table of remuneration.

2025 vs 2024

2024 vs 2023

2023 vs 2022

2022 vs 2021

2021 vs 2020

Salary/

Fees

%

Taxable

benefits

%

Bonus

%

Salary/

Fees

%

Taxable

benefits

%

Bonus

%

Salary/

Fees

%

Taxable

benefits

%

Bonus

%

Salary/

Fees

%

Taxable

benefits

%

Bonus

%

Salary/

Fees

%

Taxable

benefits

%

Bonus

%

Executive Directors

Gary Morrison

3

13

(100)

3

7

(54)

3

28

100

5

(12)

–

–

4.8

–

Caroline Sherry

(1)

3

10

(100)

5

15

(59)

3

2

100

12

14

–

–

–

–

Non-Executive Directors

Ulrik Bengtsson

(2)

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Carl G. Shepherd

(3)

30

–

–

(6)

–

–

–

–

–

–

–

–

–

–

–

Éimear Moloney

2

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Evan Cohen

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Paul Duffy

(4)

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Employee pay

Average per

employee –

parent company

(5)

–

–

–

–

–

–

(33)

(26)

100

–

–

–

–

–

–

Average per

employee – group

4

9

(100)

7

6

(41)

6

5

100

15

19

–

3.3

(2.3)

–

(1)

Appointed to the Board on 01 December 2020. Comparatives prior to 2022 vs 2021 not shown given part-year service.

(2)

Appointed to the Board on 02 May 2024 and resigned from the Board on 12 September 2025. Comparatives to prior year not shown given part-year service.

(3)

Appointed Interim Chair of the Board and Interim Chair of the Nomination Committee on 13 September 2025. Stepped down as Senior Independent Director

on the same date.

(4)

Appointed to the Board on 02 May 2024. Comparatives to prior year not shown given part-year service.

(5)

From 01 April 2024 and prior to 2022, the only employees of the parent company were the Directors of the Company. During H2 2022, four additional

employees were employed until 31 March 2024, which explains the large variance between 2023 and 2022. No comparatives are provided between 2025

and 2024, and between 2024 and 2023, given that the 2024 service period was only 3 months, and no comparatives vs 2021 are shown, given no prior year

service for these employees.

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GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Remuneration Practices across the Company

Hostelworld does not have more than 250 UK employees

(at 31 December 2025, the number of UK employees was

9), and as a result, is not required to publish the ratio of

the CEO’s remuneration to the pay of UK employees.

Nevertheless, in line with the expectations set out in the

UK Corporate Governance Code, the Remuneration

Committee reviews workforce remuneration and related

policies each year. This includes a detailed assessment

of pay levels and structures throughout the organisation,

including fixed pay elements, and the extent to which

participation in incentive schemes (including equity

incentives) extends below Board level. The remuneration

of the Executive Directors is considered in this context.

Each year, the basic salary levels of all employees

undergo a review in comparison to relevant external

benchmarks, taking into consideration the broader

employment landscape, levels of inflation and the

requirements of the business. As disclosed last year,

for 2025, the CEO and CFO each received a salary

increase of 3%, and the Executive Leadership Team

received an average salary increase of 4.3%, all of

which were below the average workforce increase of

6.3%. For 2026, the Remuneration Committee has

approved increases of 3% for the CEO and 8.5% for the

CFO, as explained on page 136. Other members of the

Executive Leadership Team received an average salary

increase of 6.7%. Including market adjustments and

promotions, the total average salary increases for 2026

across the workforce (excluding those in the organisation

not receiving any salary increase on grounds of

inadequate individual performance) is 5.7%.

The Group makes pension contributions on behalf of

eligible employees. For the majority of the workforce,

the Group contribution rate is 6% of salary. This is the

same rate which applies to the CFO and which will apply

to any new Executive Director appointed in the future.

The CEO’s contribution rate of 10% was determined at

the time of his appointment in 2018. Other benefits are

broadly aligned across the Company, though there is

some variation by country of operation.

The annual bonus structure for the Executive Leadership

Team for 2025 was the same as for Executive Directors,

being based on a mix of targets linked to adjusted EBITDA

and net revenue. For others, bonuses were based 50%

on adjusted EBITDA performance and 50% on personal

performance. Separate incentive arrangements apply

to key roles within the organisation (e.g., sales and

customer support staff). For 2026, the annual bonus

structure for the Executive Leadership Team will remain

the same as for Executive Directors, being based on a

mix of targets linked to net revenue, adjusted EBITDA

and active customers. For others, bonuses will be based

on net revenue (50%) and personal performance (50%),

with separate incentive arrangements continuing to

apply for key sales and customer support roles within

the organisation.

The granting of long-term equity awards has historically

been extended to a number of employees beyond the

Executive Directors and other members of the Executive

Leadership Team. A significant number of employees

participated in the 2022 Restricted Share Award granted

in 2022 (which vested in 2025 as explained in the

relevant section above), in addition to the Executive

Directors, demonstrating our desire to ensure that

appropriate retention mechanisms were put in place

for the wider team during a period of considerable

uncertainty for the business. The vesting of the 2022

Restricted Share Award was subject to the same

conditions as for the Directors, namely, continued

employment and individual and Company performance

being considered satisfactory over the vesting period. A

two-year post-vesting holding period was applied to the

Executive Directors only, in line with common practice.

A grant of a performance-based LTIP award was made

in 2025 with participation limited to members of the

Executive Leadership Team. The same performance

conditions applied to all participants in the LTIP.

A Restricted Share Award was also granted to a number

of employees in 2025, subject to a staggered vesting

regime over three years (15% of the award vesting at

the end of the first year, 35% of the award vesting at the

end of the second year, and 50% of the award vesting

at the end of the third year). The vesting of the 2025

Restricted Share Award is subject to continued

employment and individual and Company performance

being satisfactory over the vesting period. Neither the

Executive Directors nor members of the Executive

Leadership Team participated in the 2025 Restricted

Share Award. The most appropriate approach to equity

compensation for employees across the organisation

is regularly reviewed.

In line with Hostelworld’s culture of transparency,

the Remuneration Committee engaged with the wider

workforce during the financial year. This was undertaken

by Evan Cohen, a member of the Committee and,

since December 2023, the designated Non-Executive

Director responsible for employee engagement. This

engagement covered a wide number of issues relating

to pay practices across the Company and also included

a discussion of how executive remuneration aligns with

wider Group policies.

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#### Remuneration Committee Reportcontinued

Relative Importance of the Spend on Pay

The table below sets out the relative importance of spend on pay in the 2025 and 2024 financial years compared

with other distributions to shareholders. All figures provided are taken from the relevant Company Accounts and

exclude share option charges.

Director

2025

financial year

(€m)

2024

financial year

(€m)

%

change

Distributions by way of dividends/share buybacks

3.0

-

100%

Overall spend on pay including Executive Directors

23.1

20.9

11%

Shareholder Voting

The table below sets out the results of voting on the resolutions to (1) approve the Directors’ Remuneration Report at

the AGM held on 07 May 2025 and (2) approve the Directors’ Remuneration Policy at the AGM held on 02 May 2024.

Resolution

For

Against

Withheld

Approve the Directors’ Remuneration Report

for the Year Ended 31 December 2024 (2025 AGM)

87,901,705

(97.52%)

2,239,879

(2.48%)

5,232

Approve the Directors’ Remuneration Policy (2024 AGM)

97,628,882

(97.71%)

2,290,093

(2.29%)

2,427,025

Implementation of Remuneration Policy in Financial Year 2026

Basic Salary

The Committee has reviewed the salaries of the Executive Directors and agreed to award a salary increase of 3%

to the CEO and 8.5% to the CFO with effect from 01 January 2026, as explained on page 151. These increases

compare with the average salary increase of 5.7% awarded to the rest of the organisation, which includes market

adjustments and promotions.

The salary levels for 2026 are as follows:

Salary

Percentage

change

Director

2026 (€)

2025 (€)

Gary Morrison (CEO)

524,290

509,020

3%

Caroline Sherry (CFO)

367,400

338,618

8.5%

Pension

Pension contributions for the Executive Directors will continue at the rate of 10% of basic salary for the CEO and 6%

of basic salary for the CFO.

Annual Bonus

The Executive Directors will be eligible for a bonus subject to the achievement of targets linked to net revenue,

adjusted EBITDA, and active customers. A 50% (net revenue) / 40% (adjusted EBITDA

)/ 10% (active customers

) split

will apply. The precise targets are currently considered commercially sensitive but will be disclosed retrospectively

in next year’s Directors’ Remuneration Report, along with an assessment of performance and the resulting payout.

In line with the Remuneration Policy, the maximum annual bonus opportunity for the CEO will be 125% of salary and

the maximum for the CFO will be 100% of salary. For 2026, subject to shareholder approval of the Hostelworld Bonus

Plan at the AGM, the Committee’s current intention is that any bonus payment will be settled in shares, further aligning

management remuneration with shareholder interests.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Long-Term Incentives

The CEO will receive an award of 150% of salary and the CFO will receive an award of 125% of salary. For the reasons

explained on page 136, this reflects an increase for 2026 compared with 2025, from 125% of salary for the CEO and

100% of salary for the CFO.

The performance conditions will be based 60% on net revenue measured over a three-year period commencing

01 January 2026 and 40% on relative TSR measured over a three-year period commencing on 01 April 2026,

as follows:

Net Revenue (60% – CAGR

Vesting

Less than 5% p.a.

0%

5% p.a.

25%

Between 5% p.a. and 6.5% p.a.

Straight line vesting between 25% and 75%

6.5% p.a.

75%

10% p.a. or above

100%

Between 6.5% p.a. and 10% p.a.

Straight line vesting between 25% and 100%

Relative TSR (40%) CAGR

Vesting

Below FTSE Small Cap index TSR

0%

Equivalent to FTSE Small Cap index TSR

25%

5% or more higher than FTSE Small Cap Index TSR (CAGR)

100%

Between index TSR and 5% (CAGR)

Straight line vesting between 25% and 100%

The starting TSR price for the 2026 LTIP has been calculated using a three month average share price ending on

31 March 2026. The Committee considered that using a share price averaging period ending on 31 December 2025

would have resulted in a starting point that rendered the performance condition unduly demotivating. The Committee

believes that the approach adopted provides a more appropriate and balanced starting point for long term performance

measurement, while maintaining a demanding level of performance stretch and alignment with the shareholder

experience over the full performance period.

As explained on pages 136 and 137, net revenue has been introduced as a performance measure for the LTIP given

that sustainable revenue growth is a critical part of the Group’s multi-year strategy. As noted in the table above, we

have also introduced an intermediate vesting point at which 75% of the revenue element would vest. Given the

fast-moving nature of the markets in which the Group operates and the inherent challenges in predicting the precise

shape of future growth, this is considered a fair way of ensuring that a meaningful proportion of the award would vest

for a strong level of performance. Full vesting of this element will only occur in the event of exceptional outperformance.

As set out in the table above, the relative TSR measure will involve a comparison between the Company’s TSR and

the TSR of the FTSE Small Cap Total Return index, with vesting determined by the annualised outperformance of

the Company’s TSR relative to the index TSR over the three-year performance period. For any part of this award to

vest, the Company’s TSR must be at least equivalent to the return of the index over the period. Maximum vesting

will require significant outperformance of the index. The FTSE SmallCap index has been selected as an indicator of

broader market performance, given the Company’s membership and the inclusion of other companies of similar size

and scale.

The Committee has carefully considered the targets for the 2026 LTIP to ensure they are challenging yet realistic in

the context of the Company’s strategic plans for the next three years.

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#### Remuneration Committee Reportcontinued

Non-Executive Directors’ Fees

Taking into account the absence of any increase to

Directors’ fees over an extended period of time, during

2025 the Board agreed to increase the fees payable to

the Senior Independent Director by €500 p.a., and to

also increase the fees payable to the Remuneration

Committee Chair and Audit Committee Chair,

respectively, by €2,500 p.a., with effect from 29 July

2025. There are no further changes to Directors’ fees

for 2026. Directors’ fees will be paid as set out below:

Role

Fees (€)

Chair

145,000

Non-Executive Director (base fee)

60,000

Senior Independent Director

7,500

Chair of Audit Committee

9,500

Chair of Remuneration Committee

9,500

Advisors to the Remuneration Committee

The Remuneration Committee’s independent advisors

are Korn Ferry, who were appointed by the Committee

in 2017. Korn Ferry has advised the Remuneration

Committee on the Directors’ Remuneration Policy

and its implementation in respect of the Executive

Directors and other members of the Executive team.

The Remuneration Committee exercises appropriate

judgement and challenge when considering the work

of its external advisers and is satisfied that the advice

received during the year under review was objective and

independent. Korn Ferry is a member of the Remuneration

Consultants Group, and the body’s voluntary code of

conduct is designed to ensure that objective and

independent advice is provided to remuneration

committees. Korn Ferry received fees of €59,358 for

their advice during the year (2024: €41,859). Fees were

charged on a cost-incurred basis. During the year, a

separate practice within Korn Ferry provided support to

Hostelworld on the recruitment of the new Board Chair.

The Committee is satisfied that this did not impact the

independence of the advice provided by Korn Ferry on

remuneration matters.

Absoloot Hostel, Queenstown, New Zealand

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155

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Directors’ Report

The Directors have pleasure in submitting their Annual Report and the audited

Financial Statements of Hostelworld Group plc and its subsidiaries for the financial

year to 31 December 2025.

Statutory Information

This section of the Annual Report includes additional information required to be disclosed under the Companies Act

2006 (the “Companies Act”), the UK Corporate Governance Code, the Disclosure Guidance and Transparency Rules

(“DTRs”), the UK Listing Rules (“Listing Rules”) of the Financial Conduct Authority and the Transparency Directive.

Certain information required to be included in the Directors’ Report can be found elsewhere in this Annual Report, as

highlighted throughout this report including:

•

The Strategic Report, which can be found on pages 10 to 89, which sets out the development and performance

of the Group’s business during the financial year, the position of the Group at the end of the year, a description

of the principal risks and uncertainties (including the financial risk management position) and a summary of the

Group’s ESG strategy and TCFD.

•

The Corporate Governance Statement on pages 92 to 154, which sets out the Company’s statement with regard

to its adoption of the UK Corporate Governance Code.

•

The Audit Committee Report on pages 123 to 132.

•

The Directors’ Remuneration Report on pages 133 to 154.

•

This Directors’ Report, on pages 155 to 161, together with the Strategic Report on pages 10 to 89, form the

Management Report for the purposes of DTR 4.1.5R.

The information required to be included in the Directors’ Report and which is located elsewhere in this Annual Report

forms part of the Directors Report and is incorporated by reference.

Disclosures under UKLR 6.6.1R

The table below is included to comply with the disclosure requirements under UKLR 6.6.1R. The information required

by the Listing Rules can be found in the Annual Report at the location stated below:

Section Topic

Location in Annual Report

1.

Interest capitalised

Not applicable

2.

Publication of unaudited financial information

Not applicable

3.

Details of long-term incentive schemes where the only participant is a Director

Not applicable

4.

Waiver of future emoluments by a Director

Not applicable

5.

Non-pre-emptive issues of equity for cash

Not applicable

6.

Pre-emption rights and disapplication of pre-emption rights

Not applicable

7.

Item (5) in relation to major subsidiary undertakings

Not applicable

8.

Parent participation in a placing by a listed subsidiary

Not applicable

9.

Contracts of significance

Not applicable

10.

Provision of services by a controlling shareholder

Not applicable

11.

Shareholder waivers of dividends

Not applicable

12.

Shareholder waivers of future dividends

Not applicable

13.

Compliance with the requirement to carry on the business independently from a

controlling shareholder at all times

Not applicable

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Board of Directors

The appointment and replacement of Directors of the

Company is governed by the Articles of Association,

the Companies Act 2006 and related legislation.

The Directors who served on the Board throughout the

year, up to and including the date of this report, are

as follows:

•

Gary Morrison (Chief Executive Officer)

•

Caroline Sherry (Chief Financial Officer)

•

Carl G. Shepherd (Non-Executive Interim Chair

and Director)

(1)

•

Ulrik Bengtsson (Non-Executive Chairman)

(2)

•

Éimear Moloney (Non-Executive Director)

•

Evan Cohen (Non-Executive Director)

•

Paul Duffy (Non-Executive Director)

•

Marieke Bax (Non-Executive Director)

(3)

.

Biographical details of the current Directors together with

details of the membership of the various Committees

are set out on pages 92 to 95.

Subject to the Articles of Association, the Companies

Act 2006 and related legislation, any directions given

by special resolution and any relevant statutes and

regulations, the business of the Company will be

managed by the Board who may exercise all the powers

of the Company.

Amendment of Articles of Association

The Company’s Articles of Association may only be

amended by way of shareholder approval at a general

meeting of the shareholders.

Incorporation, Share Capital and Structure

The Company was incorporated and registered in

England and Wales as a public limited company with

registration number 9818705. The Company’s issued

share capital comprises ordinary shares of €0.01 each

which are traded on the London Stock Exchange’s

main market for listed securities and on Euronext

Dublin’s main securities market.

The liability of the members of the Company is limited.

(1)

Carl G. Shepherd assumed the role of Interim Chair on 13 September 2025 following the resignation of Ulrik Bengtsson on 12 September 2025. Marieke Bax

assumes the role as Chair on 31 March 2026.

(2)

Ulrik Bengtsson resigned as Independent Non-Executive Director and Chairman on 12 September 2025.

(3)

Marieke Bax was appointed Non-Executive Director on 30 January 2026 and will assume the role as Chair on 31 March 2026.

The Company is tax resident in Ireland and its principal

place of business is at 8 Harcourt Street, Dublin 2,

D02 AF58, Ireland. The Company’s registered office

is at One Chamberlain Square, Birmingham, B3 3AX,

United Kingdom.

As at 31 December 2025, the Company’s issued share

capital comprised 124,215,514 ordinary shares of €0.01.

The ISIN of the shares is GB00BYYN4225. Further

information on the Company’s share capital is provided

in note 18 to the Group’s Financial Statements contained

on page 199. All the information detailed in note 18 forms

part of this Directors’ Report and is incorporated into it

by reference.

At the Annual General Meeting of the Company to be

held on 06 May 2026, the Directors will seek authority

from shareholders to allot shares in the capital of the

Company (i) up to a maximum nominal amount of

€413,311.81 (41,331,181 shares of €0.01 each) being

one-third of the Company’s issued share capital as at

13 March 2026, the latest practicable date prior to the

publication of the notice of the Annual General Meeting,

and (ii) up to a further €413,311.81

(41,331,181 shares of

€0.01 each) where the allotment is in connection with

a rights issue, being one-third of the Company’s issued

share capital. The power will expire at the earlier of

06 August 2027 or the conclusion of the Annual General

Meeting of the Company held in 2027.

The Directors are also seeking authority from

shareholders to allot ordinary shares for cash without

first offering them to existing shareholders in

proportion to their existing shareholdings. These

resolutions are aligned with the Pre-Emption Group

guidelines published on 04 November 2022 and seek

authority to disapply pre-emption rights on up to 10%

of the Company’s issued ordinary share capital for a

general authority and up to a further 10% of the

Company’s issued share capital for acquisitions and

specified capital investments. In each case, further

authority to disapply pre-emption rights is also being

sought on up to 2% of the Company’s issued ordinary

share capital to be used for the purposes of a follow-

on offer to retail investors or existing investors not

allocated shares in the offer. The power will expire at

the earlier of 06 August 2027 or the conclusion of the

Annual General Meeting of the Company held in 2027.

#### Directors’ Reportcontinued

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Authority to Purchase Own Shares

At the Annual General Meeting held on 07 May 2025,

the Company’s shareholders authorised it to purchase,

in the market, up to 12,498,978 ordinary shares of €0.01

each. The Company purchased 3,061,809 shares under

this authority up to the year ended 31 December 2025.

The Directors will again seek authority from shareholders

at the forthcoming Annual General Meeting for the

Company to purchase, in the market, up to a

maximum of 10% of its own ordinary shares either to

be cancelled or retained as treasury shares. The

Directors will only use this power after careful

consideration, taking into account the financial

resources of the Company, the Company’s share price

and future funding opportunities. The Directors will

also take into account the effects on earnings per

share and the interests of shareholders generally.

Rights Attaching to Shares

All shares have the same rights (including voting and

dividend rights and rights on a return of capital) and

restrictions as set out in the Articles, described below.

Except in relation to dividends which have been

declared and rights on a liquidation of the Company,

the shareholders have no rights to share in the profits

of the Company.

The Company’s shares are not redeemable. However,

following any grant of authority from shareholders, the

Company may purchase or contract to purchase any of

the shares on or off market, subject to the Companies

Act and the requirements of the Listing Rules.

No shareholder holds shares in the Company which carry

special rights with regard to control of the Company.

Voting Rights

Each ordinary share entitles the holder to vote at general

meetings of the Company. A resolution put to the vote

of the meeting shall be decided on a show of hands

unless a poll is demanded. On a show of hands, every

member who is present in person or by proxy at a

general meeting of the Company shall have one vote.

On a poll, every member who is present in person or

by proxy shall have one vote for every share of which

they are a holder. The Articles provide a deadline for

submission of proxy forms of not less than 48 hours

before the time appointed for the holding of the meeting

or adjourned meeting. No member shall be entitled to

vote at any general meeting either in person or by proxy,

in respect of any share held, unless all amounts presently

payable in respect of that share have been paid. Save

as noted, there are no restrictions on voting rights nor

any agreement that may result in such restrictions.

Restrictions on Transfer of Securities

The Articles do not contain any restrictions on the

transfer of ordinary shares in the Company other than

the usual restrictions applicable where any amount is

unpaid on a share. Certain restrictions are also imposed

by laws and regulations (such as insider trading and

market requirements relating to close periods) and

requirements of the Market Abuse Regulation and the

Company’s Securities Dealing Code whereby Directors

and all employees of the Company require advance

clearance to deal in the Company’s securities.

Change of Control

Save in respect of a provision of the Company’s share

schemes which may cause options and awards granted

to employees under such schemes to vest on takeover,

there are no agreements between the Company and

its Directors or employees providing for compensation

for loss of office or employment (whether through

resignation, purported redundancy or otherwise)

because of a takeover bid.

2026 Annual General Meeting

The Annual General Meeting (“AGM”) will be held at

12 noon on 06 May 2026 at Hostelworld Group plc,

8 Harcourt Street, Dublin 2, Ireland.

The Notice of Meeting which sets out the resolutions

to be proposed at the forthcoming AGM specifies

deadlines for exercising voting rights and appointing a

proxy or proxies to vote in relation to resolutions to be

passed at the AGM. All proxy votes will be counted

and the numbers for, against or withheld in relation to

each resolution will be announced at the AGM and

published on the Company’s website.

Directors Interests

Details of Directors’ interests in the shares of the

Company are set out in the Directors’ Remuneration

Report on pages 133 to 154, which forms part of

this report.

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Hostelworld Annual Report 2025

#### Directors’ Reportcontinued

Substantial Shareholders

At 31 December 2025, the Company had been notified, in accordance with chapter 5 of the Financial Conduct

Authority’s Disclosure Guidance and Transparency Rules (“DTR5 Notification”), of the following significant interests:

Shareholder

Number of ordinary shares/

voting rights notified

Percentage

(1)

of voting rights over ordinary shares

of €0.01 each and nature of holding

Charles Jobson

17,255,148

13.89% (direct)

Aberforth Partners LP

13,744,177

11.06% (indirect)

Jupiter Fund Management

6,928,835

5.58% (indirect)

Lombard Odier Investment Managers

6,658,992

5.36% (direct 1.79%; indirect 3.57%)

Hamblin Watsa Investment Counsel Limited

6,489,178

5.22% (direct)

Gresham House Asset Management Limited

6,460,382

5.20% (indirect)

BGF Investment Management Limited

6,319,111

5.09% (indirect)

Martin Currie Investment Management Ltd

6,180,000

4.98% (indirect)

Premier Miton Group plc

5,402,069

4.35% (indirect)

Burgundy Asset Management Limited

4,430,860

3.57% (indirect)

Allianz Global Investors GmbH

4,046,400

3.26% (direct 0.02%; indirect 3.24%)

Langfristige Investoren TGV

3,731,346

3.00% (direct)

(1)

Expressed as a percentage of issued share capital as at 31 December 2025.

As at the date of this report no further DTR5 Notifications

had been received.

Transactions with Related Parties

There were no related party transactions during the

year. Please refer to note 25 to the Consolidated

Financial Statements.

Events Post Year End

Details of subsequent events are set out in note 30 to

the consolidated financial statements.

Research and Future Developments

The Group will continue to pursue initiatives that

enhance shareholder value through a balanced approach

combining organic growth, product innovation and

targeted investment opportunities. Innovation across our

websites and mobile applications – for both travellers

and hostel partners – remains central to our strategy

and a key driver of the Group’s long-term success.

Current development priorities include monetising our

social network through initiatives such as Social Passes,

expanding accommodation supply through third-party

inventory integration, and enhancing our commission

structure through

Elevate

. Further details of these

initiatives are set out in the Strategic Report on pages

10 to 89.

In evaluating future development opportunities, the

Group also considers the potential impact on climate and

alignment with its broader sustainability objectives.

Going Concern

Hostelworld’s business activities, together with the

principal factors likely to affect its future development

and performance, are described in the Strategic Report

on pages 10 to 89. After due consideration and review,

the Directors have a reasonable expectation that the

Group has adequate resources to continue in operational

existence for a period of at least 12 months from the date

of approval of the Financial Statements. Accordingly,

the Directors continue to adopt the going concern basis

in preparing the Group and Company Financial

Statements. Further details of the Group’s and Company’s

going concern assessment are included in note 1 to

the consolidated financial statements on page 177 and

the Group’s viability statement is set out on page 77.

Indemnities and Insurance

The Company maintains appropriate insurance to

cover Directors’ and Officers’ liability for itself and its

subsidiaries. The Company also indemnifies the

Directors under a qualifying indemnity for the purposes

of section 236 of the Companies Act 2006 and the

Articles of Association against any liabilities they may

incur in the execution of their duties as directors of the

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Company or its subsidiaries, and such indemnities were

in force during the year. Such indemnities contain

provisions that are permitted by the director liability

provisions of the Companies Act and the Company’s

Articles of Association.

Financial Instruments

Details of the Group’s financial risk management

objectives and policies, including its exposure to

credit, interest rate and liquidity risks, are set out in

note 27 to the Consolidated Financial Statements

and are incorporated into this report by reference.

Disabilities

The Group maintains an Equal Opportunities policy

which ensures that employees and job applicants are

not discriminated against on the grounds of disability in

respect of recruitment, promotion, training and general

career development and that full and fair consideration

is given to applications for employment made by disabled

persons. The Group also maintains a grievance

procedure and a whistleblowing service that enables

complaints to be made in a confidential manner

should any individual dealing with the Company have

concerns that any employee or job applicant has been

discriminated against on the grounds of disability.

Stakeholder Engagement

During the reporting period the Directors considered

and agreed that the Company’s shareholders, employees,

hostel partners, customers, Allied Irish Banks, plc and

society were the Group’s main stakeholders. How the

Company engaged with these stakeholders during 2025

is outlined on pages 79 to 86 and how their interests

were considered in Board decisions are set out on

pages 88 and 89, which are both incorporated into this

report by reference.

Sustainability

TCFD disclosures and the information required by

section 414C(7)

(b) of the Companies Act 2006 in

respect of energy use and greenhouse gas emissions is

included in the Sustainability Report on pages 40 to 65

and is incorporated into this report by reference.

Political Contributions

Neither the Company nor any of its subsidiaries

made any political donations or incurred any political

expenditure during the year.

Subsidiaries

Information on the Group’s subsidiaries is set out in

note 26 to the consolidated financial statements, and

are incorporated into this report by reference.

External Branches

The Group has the following external branches:

•

Hostelworld Group plc is registered as a branch in

Ireland with branch registration number 908295.

•

Hostelworld Services Limited, a U.K. subsidiary of

the Company, is registered as a branch in Australia,

local registration number 613076556.

•

Hostelworld.com Limited, an Irish subsidiary of the

Company, is registered as a branch in Italy, local

registration number MI-2679147.

•

Hostelworld Management Services Limited, an Irish

subsidiary of the Company, is registered as a branch

in Thailand, local registration number 1756800716.

Results and Dividends

The Group’s and Company’s audited Financial Statements

for the year are set out on pages 173 to 215.

The Board approved the reinstatement of a dividend

policy of 20% to 40% of adjusted profit after tax in 2025.

An interim dividend of 0.82 € cent per share was paid

in September 2025. The Board is recommending a

final dividend of 1.58 € cent per share which brings

the total dividend for the year to 2.40 € cent per share.

Consistent with our capital allocation framework, all

future dividend payments remain subject to the Group’s

continued generation of adjusted profit after tax, the

maintenance of a robust cash position, and ongoing

compliance with banking facility covenants and the

requirements of the Companies Act 2006 regarding

distributable reserves.

Statutory Auditor

KPMG were formally appointed as the Company’s

external Auditors on 09 May 2023 following a tender

process that was completed during 2022. KPMG is

willing to continue in office and a resolution for their

re-appointment as auditor of the Company will be

submitted to the AGM.

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#### Directors’ Reportcontinued

Disclosure of Information to Auditor

Each of the Directors has confirmed that:

•

So far as the Director is aware, there is no relevant

audit information of which the Company’s Auditor

is unaware.

•

The Director has taken all the steps that he/she

ought to have taken as a Director to make him/her

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 Section 418 of the

Companies Act 2006.

Directors’ Responsibilities Statement

The Directors are responsible for preparing the

Annual Report and the Group and Company Financial

Statements, in accordance with applicable law

and regulations.

Company law requires the Directors to prepare Financial

Statements for each financial year. The Directors are

required to prepare the Group Financial Statements in

accordance with UK-adopted international accounting

standards and applicable law. The Directors have also

elected to prepare the Group Financial Statements

in accordance with International Financial Reporting

Standards adopted pursuant to Regulation (EC)

No 1606/2002 as it applies in the European Union and

to prepare the parent Company Financial Statements

in accordance with FRS 101 Reduced Disclosure

Framework and applicable law. Under company law

the Directors must not approve the Financial Statements

unless they are satisfied that they give a true and fair

view of the assets, liabilities and financial position of

the Group and Company and of the profit or loss of the

Group for that period.

In preparing the Group and Parent Company 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.

•

Present information, including accounting policies,

in a manner that provides relevant, reliable and

comparable information.

•

Provide additional disclosures when compliance with

the specific requirements in IFRSs are insufficient to

enable users to understand the impact of particular

transactions, other events and conditions on the

Company and Group’s financial position and

financial performance.

•

Prepare the Financial Statements on the going

concern basis unless it is inappropriate to presume

that the Company and Group will continue in business.

•

For the Company Financial Statements state whether

Financial Reporting Standard 101 Reduced Disclosures

Framework has been followed, subject to any

material departures disclosed and explained in the

Financial Statements.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose with

reasonable accuracy at any time the financial position

of the Company and enable them to ensure that the

Financial Statements comply with the Companies Act

2006. They are also responsible for safeguarding the

assets of the Company and hence for taking reasonable

steps for the prevention and detection of fraud and

other irregularities.

The Directors are responsible for the maintenance

and integrity of the corporate and financial information

included on the Company’s website. Legislation in

the United Kingdom governing the preparation and

dissemination of Financial Statements may differ from

legislation in other jurisdictions.

Responsibility Statement

We confirm that to the best of our knowledge:

•

The Group Financial Statements, prepared in

accordance with IFRS as adopted by the European

Union and the Company Financial Statements

prepared in accordance with FRS 101 Reduced

Disclosure Framework, give a true and fair view of

the assets, liabilities, and financial position of the

Group and Company as at 31 December 2025 and of

the profit or loss of the Group for the year then ended.

The Strategic Report includes a fair review of the

development and performance of the business and

the position of the Company, and the undertakings

included in the consolidation taken as a whole,

together with a description of the principal risks and

uncertainties that they face.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

•

The Annual Report and Financial Statements, taken

as a whole, provides the information necessary to

assess the Group’s performance, business model

and strategy and is fair, balanced and understandable.

It also provides the information necessary for

shareholders to assess the Group’s position and

performance, business model and strategy.

This responsibility statement was approved by the

Board of Directors on 25 March 2026 and is signed

on its behalf by:

#### John Duan

John Duggan

Company Secretary

25 March 2026

Hopestel Secret Garden, Naples, Italy

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Frendz Hostel, El Nido, Philippines

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164

Independent Auditor’s Report

173

Group Financial Statements

177

Notes to the Group Financial Statements

210

Company Financial Statements

212

Notes to the Company Financial Statements

## Financial

## Statements

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Independent Auditor’s Report to the

Members of Hostelworld Group PLC

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Hostelworld

Group Plc (‘the Company’) and its consolidated

undertakings (‘the Group’) for the year ended

31 December 2025 set out on pages 173 to 215, which

comprise the:

•

The Consolidated Income Statement;

•

The Consolidated Statement of

Comprehensive Income;

•

The Consolidated Statement of Financial Position;

•

The Consolidated Statement of Changes in Equity; and

•

The Consolidated Statement of Cash Flows;

•

The Company Statement of Financial Position;

•

The Company Statement of Changes in Equity; and

•

related notes 1 to 37, including the summary of material

accounting policies set out in note 1 and note 31.

The financial reporting framework that has been

applied in their preparation is UK Law, UK adopted

international accounting standards and, as regards

the Company financial statements, UK Law and UK

accounting standards, including FRS 101 Reduced

Disclosure Framework.

In our opinion:

•

the financial statements give a true and fair view of

the state of the Group’s and of the Company’s affairs

as at 31 December 2025 and of the Group’s profit for

the year then ended;

•

the Group financial statements have been properly

prepared in accordance with UK adopted international

accounting standards;

•

the Company financial statements have been properly

prepared in accordance with FRS 101 Reduced

Disclosure Framework issued by the UK’s Financial

Reporting Council; and

•

the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006 and, as regards the Group financial

statements, Article 4 of the IAS Regulation.

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 believe that the audit evidence we have obtained

is a sufficient and appropriate basis for our opinion.

Our audit opinion is consistent with our report to the

Audit Committee.

We were appointed as auditor by the shareholders

on 9 May 2023. The period of total uninterrupted

engagement is for the three financial years ended

31 December 2025. We have fulfilled our ethical

responsibilities under, and we remain independent of

the Group in accordance with UK ethical requirements,

including the Financial Reporting Council (FRC)’s

Ethical Standard as applied to listed public interest

entities. No non-audit services prohibited by that

standard were provided.

Conclusions relating to going concern

The directors have prepared the financial statements

on the going concern basis as they do not intend to

liquidate the Group or the Company or to cease their

operations, and as they have concluded that the Group

and the Company’s financial position means that this is

realistic. They have also concluded that there are no

material uncertainties that could have cast significant

doubt over their ability to continue as a going concern

for at least a year from the date of approval of the

financial statements (“the going concern period”).

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. Our evaluation of the directors’

assessment of the entity’s ability to continue to adopt

the going concern basis of accounting included

considering the strategic risks relevant to the Group’s

business model and analysing how those risks might

affect the Group’s financial resources or ability to

continue operations for the going concern period.

The risk we considered most likely to adversely affect

the Group’s available financial resources over the going

concern period was the potential economic impact of a

prolonged economic downturn impacting the Group’s

ability to generate revenue.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

We considered downside scenarios which were more

pessimistic than those indicated by the Group’s

own forecasts. There were no risks identified that

we considered were likely to have a material adverse

effect on the Group’s available financial resources over

this period.

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 Group or the Company’s

ability to continue as a going concern for a period of at

least twelve months from the date when the financial

statements are authorised for issue.

In relation to the Group and the Company’s reporting

on how they have applied the UK Corporate

Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement

in the financial statements about whether the directors

considered it appropriate to adopt the going concern

basis of accounting.

Our responsibilities and the responsibilities of the

directors with respect to going concern are described

in the relevant sections of this report.

However, as we cannot predict all future events or

conditions and as subsequent events may result in

outcomes that are inconsistent with judgements that

were reasonable at the time they were made, the

absence of reference to a material uncertainty in this

auditor’s report is not a guarantee that the Group or

the Company will continue in operation.

Detecting irregularities including fraud

We identified the areas of laws and regulations that could

reasonably be expected to have a material effect on the

financial statements and risks of material misstatement

due to fraud, using our understanding of the entity’s

industry, regulatory environment and other external

factors and inquiry with the directors. In addition, our

risk assessment procedures included:

•

Inquiring with the directors and management as to

the Group and Company’s policies and procedures

regarding compliance with laws and regulations,

identifying, evaluating and accounting for litigation and

claims, as well as whether they have knowledge of

non-compliance or instances of litigation or claims.

•

Inquiring of directors, management, the Audit

Committee, internal audit and inspection of policy

documentation as to the Group and Company’s

policies and procedures to prevent and detect fraud,

as well as whether they have knowledge of any actual,

suspected or alleged fraud.

•

Inquiring of directors, management, the Audit

Committee and internal audit regarding their

assessment of the risk that the financial statements

may be materially misstated due to irregularities,

including fraud.

•

Inspecting the Group’s regulatory and

legal correspondence.

•

Reading Board and sub-committee meeting minutes.

•

Considering remuneration incentive schemes and

performance targets.

•

Performing planning analytical procedures to identify

any unusual or unexpected relationships.

We discussed identified laws and regulations, fraud

risk factors and the need to remain alert among the

audit team.

Firstly, the Group and Company are subject to laws and

regulations that directly affect the financial statements

including companies and financial reporting legislation,

taxation legislation and distributable profits legislation.

We assessed the extent of compliance with these

laws and regulations as part of our procedures on the

related financial statement items, including assessing

the financial statement disclosures and agreeing them

to supporting documentation when necessary.

Secondly, the Group and Company are subject to many

other laws and regulations where the consequences of

non-compliance could have a material effect on amounts

or disclosures in the financial statements, for instance

through the imposition of fines or litigation or the loss

of the Group and Company‘s licence to operate.

We identified the following areas as those most likely

to have such an effect: health and safety, anti-bribery,

employment law, environmental law, regulatory capital

and liquidity and certain aspects of company legislation

recognising the financial and regulated nature of the

Group and the Company‘s activities.

Auditing standards limit the required audit procedures

to identify non-compliance with these non-direct laws

and regulations to inquiry of the directors and other

management and inspection of regulatory and legal

correspondence, if any. These limited procedures did

not identify actual or suspected non-compliance.

We assessed events or conditions that could indicate

an incentive or pressure to commit fraud or provide an

opportunity to commit fraud. As required by auditing

standards, we performed procedures to address the

risk of management override of controls.

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On this audit we do not believe there is a fraud risk

related to revenue recognition, other than that associated

with management override of controls. Further, we did

not identify any other additional fraud risks.

In response to the fraud risk, we also performed

procedures including:

•

Identifying journal entries and other adjustments

to test based on risk criteria and comparing the

identified entries to supporting documentation.

•

Evaluating the business purpose of significant

unusual transactions.

•

Assessing significant accounting estimates for bias.

•

Assessing the disclosures in the financial statements.

As the Group and Company are regulated, our

assessment of risks involved obtaining an understanding

of the legal and regulatory framework that the Group

and Company operates and gaining an understanding

of the control environment including the entity’s

procedures for complying with regulatory requirements.

Owing to the inherent limitations of an audit, there is an

unavoidable risk that we may not have detected some

material misstatements in the financial statements, even

though we have properly planned and performed our

audit in accordance with auditing standards. For example,

the further removed non-compliance with laws and

regulations (irregularities) is from the events and

transactions reflected in the financial statements, the

less likely the inherently limited procedures required

by auditing standards would identify it.

In addition, as with any audit, there remains a higher

risk of non-detection of irregularities, as these may

involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal controls.

We are not responsible for preventing non-compliance

and cannot be expected to detect non-compliance

with all laws and regulations.

Key audit matters: our assessment of risks

of material misstatement

Key audit matters are those matters that, in our

professional judgement, were of most significance in the

audit of the financial statements and include the most

significant assessed risks of material misstatement

(whether or not due to fraud) identified by us, including

those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit;

and directing the efforts of the engagement team. These

matters were addressed in the context of our audit of

the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate

opinion on these matters.

We continue to perform procedures over the

recoverability of deferred tax which was formerly

considered a key audit matter in the prior year. However,

following the continued profitability of the Group and

the utilisation of deferred taxation assets, we have not

assessed this as a key audit matter in our current year

audit and, therefore, it is not separately identified in our

report this year. Following the Group’s acquisition of

Occasion Genius Inc., the evaluation of the fair value

of intangibles acquired through business combinations

has been identified as a key audit matter due to the

subjective auditor judgement required to assess the

appropriateness of the valuation assumptions. Revenue

recognition continues to be a key audit matter in the

current year.

In arriving at our audit opinion above, the key audit

matters, in decreasing order of audit significance,

are set out below.

#### Independent Auditor’s Report to the Members of Hostelworld Group PLCcontinued

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Group key audit matters

Evaluation of fair value of intangibles acquired through business combination.

Refer to pages 178 and 179 (accounting policy) and pages 196 and 197 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

The Group completed the acquisition of OccasionGenius

Inc. on 20 October 2025, which was accounted for as a

business combination under IFRS 3.

The Group estimated the fair value of the acquired intangible

assets to be €7.3 million comprising Technology of

€6.2 million, Customer lists of €0.5 million and Trade

names of €0.6 million.

The measurement of the acquired technology

intangible asset involves a significant degree of

judgement and estimation.

It required subjective auditor judgement, including the

involvement of valuation specialists with specialised skills

and knowledge, to assess the appropriateness of the

methodology applied and the significant assumptions

used in the valuation model, specifically the cash flow

assumptions, and the discount rate. Minor changes in

these assumptions could have a significant impact on the

fair value of the acquired intangibles.

For the reasons outlined above the engagement team

determined this matter to be a key audit matter.

Our audit procedures in this area included, but were not

limited to:

•

We obtained and documented our understanding of

the purchase price allocation accounting process

and evaluated the design and implementation of the

relevant control therein;

•

We inspected the accounting treatment to ensure

compliance with IFRS 3;

•

We read the underlying legal agreements and other

transaction-related documents using our judgement

to identify key terms;

•

With the assistance of our valuation specialists,

we considered the appropriateness of the valuation

methods used by comparing the methods used to the

methods commonly used in valuing similar assets;

•

With the assistance of our valuation specialists, we

compared key valuation assumptions, and particularly

the discount rate and the technology obsolescence

rates used in the valuation of the intangible assets to

independent sources when available and challenged

management on these assumptions;

•

We challenged the significant judgements made

in determining the cash flows to ensure they are

reasonable. This included the assistance of our

valuation specialist to compare the valuation internal

rate of return and the terminal value to commonly

observed equivalents in valuing similar assets;

•

We inspected the associated disclosures in the financial

statements and assessed the appropriateness of

such disclosures.

Based on the audit procedures performed, we found the

Group’s judgements relating to the key assumptions in the

valuation of technology intangible assets to be appropriate.

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#### Independent Auditor’s Report to the Members of Hostelworld Group PLCcontinued

Revenue recognition €93.8 million (2024: €92.0 million).

Refer to pages 179 and 180 (accounting policy) and pages 187 and 188 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

Revenue totalled €93.8 million (2024: €92.0 million) and

comprises technology and data processing fees (“booking

revenue”) of €92.2 million (2024: €90.0 million), provision

of event data services of €0.2 million (2024: €nil) and

advertising and ancillary services of €1.4 million

(2024: €2.0 million).

We identified a risk of error associated with the

completeness and existence of revenue from free

cancellation and non-refundable booking revenue.

Given the amount of booking revenue relative to

materiality, as well as the time and senior personnel

resource required to perform the audit of it, we have

adjudged that this is a key audit matter.

For the reasons outlined above the engagement team

determined this matter to be a key audit matter.

Our audit procedures in this area included, but were not

limited to:

•

We obtained and documented our understanding

of the revenue recognition process by performing

a walkthrough of each type of booking revenue.

•

We adopted a data and analytics approach to booking

revenue where we developed an expectation of booking

revenue from cash receipts, factoring in movements

in trade receivables and deferred revenue and other

accrual accounting based adjustments. We compared

our expectation to actual booking revenue recorded in

the financial statements.

•

We tested the completeness and existence of the

deferred revenue through sample testing and also

through testing the deferred revenue report which

involved the use of our IT specialists testing the

underlying integrity of the report.

•

We performed sample testing (using a statistical

sampling tool) of booking revenue transactions

around the year end period to ensure the accuracy

of timing of revenue recognition.

In concluding on the completeness and existence of booking

revenue the audit team exercised judgement in relation to

the audit approach and the use of the predictive analytical

procedure to test the completeness of revenue.

Based on the audit procedures performed, we did not

identify any material misstatements associated with

revenue recognition.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Company key audit matter

Carrying value of Investment in subsidiaries (including loan receivables) €160.4 million

(2024:

€165.4 million), representing Investment in subsidiaries of €53.1 million (2024: €51.6 million)

and loan receivable €107.3 million (2024: €113.8 million).

Refer to page 212 (accounting policy) and pages 214 and 215 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

The investment in subsidiaries undertakings is carried in

the Statement of Financial Position of the Company at cost

less impairment. The investment is primarily comprised of

the Company’s investment in Hostelworld.com €49.8 million

and a loan due to the Company from its subsidiary

Hostelworld.com Limited of €107.3 million. There is a risk

in respect of the carrying value of this investment if future

cash flows and performance of this subsidiary is not

sufficient to support the Company’s investment.

We focus on this area due to the significance of the balance

to the Company’s balance sheet and the judgement

involved in forecasting and discounting future cash

flows, in particular on the key assumptions applied by

management, including revenue growth rates and overall

profitability expectations.

For the reasons outlined above, the engagement team

determined this matter to be a key audit matter.

Our audit procedures included but were not limited to:

•

We obtained and documented our understanding of

the process around the Company’s assessment of the

recoverability of the carrying value of investments in

subsidiary companies.

•

We vouched a sample of the movements in the carrying

value of investments in subsidiaries during the year to

supporting evidence.

•

We used our judgement in assessing the recoverability

of the investment and intercompany receivable balances

with reference to the market capitalisation of the Group

at the year end date.

•

We considered the Company’s assessment of impairment

indicators by comparing the carrying value of investment

in subsidiaries and loan receivable in the Company’s

balance sheet to the market capitalisation of the Group.

Additionally, the terms and conditions governing the

repayment of the loan receivable were considered in

our assessment.

•

We challenged the Company’s profitability forecasts

included in the impairment testing model and in particular

the revenue growth rates by comparing to external

industry data and performing sensitivity analysis.

•

We assessed the adequacy of disclosures in the

Company’s financial statements.

In concluding on the carrying value of Investment in

subsidiaries, the audit team exercised judgement in relation

to the audit of management’s impairment assessment.

Based on evidence obtained, we found that management’s

judgements were appropriate in assessing the carrying

value of investment in subsidiaries and were supported

by the market capitalisation at year end.

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Our application of materiality and an overview of the scope of our audit

Materiality for the Group financial statements and Company financial statements as a whole was determined as follows:

Group Financial Statements

Company Financial Statements

Overall

materiality

€0.954 million (2024: €0.729 million)

€0.191 million (2024: €0.146 million)

Benchmark

applied and %

Group revenue of which materiality represents

1.0% (2024: 0.8%)

Total assets of which materiality represents 0.5%

(2024: 0.5%) capped at 20% (2024: 20%) of

Group materiality

Rationale for

the benchmark

and judgement

involved

We consider revenue to be the most appropriate

benchmark for the Group as profit before tax was

an unsuitable benchmark in both the current year

and prior year as the amount recorded in both years

was low. We have determined, in our professional

judgement, that revenue is currently the principal

benchmark within the financial statements in

assessing financial performance. In applying our

judgement in determining the percentage to be

applied to the benchmark we considered that the

Group has a high public profile, operates in a

regulated environment and also considered that it

repaid its external debt fully in the current year.

We consider total assets to be the most

appropriate benchmark for the Company on a

stand-alone single entity basis, as the entity is

an investment holding company which does

not trade. It holds the investment in the Group’s

main trading subsidiary entity.

Performance materiality for the Group financial

statements and Company financial statements as a

whole was set at €0.716 million (2024: €0.547 million)

and €0.143 million (2024: €0.109 million) respectively,

determined with reference to benchmarks of revenue

for the Group and total assets for the Company (of which

it represents 75% (2024: 75%) and 75% (2024: 75%)

respectively).

We reported to the Audit Committee any corrected or

uncorrected identified misstatements exceeding

€0.048 million (2024: €0.036 million) for Group financial

statements and €0.009 million (2024: €0.008 million)

for Company financial statements, in addition to other

identified misstatements that warranted reporting on

qualitative grounds.

In applying our judgement in determining the percentage

to be applied to the benchmarks (to establish materiality)

and the percentage to be applied to materiality (to

establish performance materiality), we considered that

this is our year three audit, no identified misstatements

in the prior year audit, the entity’s control environment

and the consistency of key management and financial

reporting personnel.

The structure of the Group’s finance function is such that

the central group team in Dublin provides support to

group components for the accounting for the majority of

transactions and balances. Components of the Group

were audited centrally by KPMG in Ireland covering 100%

of Group revenue. Materiality of each of the components,

which ranged from €0.09 million to €0.9 million, was

determined having regard to the mix of size and risk

profile of the components.

Our audit was undertaken to the materiality and

performance materiality level specified above and was

all performed by a single engagement team in Ireland.

We have nothing to report on the other

information in the annual report

The directors are responsible for the other information

presented in the annual report together with the

financial statements. The other information comprises

the information included in the strategic report, the

governance section (including the directors’ report

and corporate governance report) and the additional

information included after the notes to the Group and

Company financial statements. The financial statements

and our auditor’s report thereon do not comprise part

of the other information. Our opinion on the financial

statements does not cover the other information and,

accordingly, we do not express an audit opinion or,

except as explicitly stated below, any form of assurance

conclusion thereon.

#### Independent Auditor’s Report to the Members of Hostelworld Group PLCcontinued

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Our responsibility is to read the other information and,

in doing so, consider whether, based on our financial

statements audit work, the information therein is

materially misstated or inconsistent with the financial

statements or our audit knowledge. Based solely on that

work we have not identified material misstatements in

the other information.

Opinions on other matters prescribed

by the Companies Act 2006

Strategic report and directors’ report

Based solely on our work on the other information

undertaken during the course of the audit:

•

we have not identified material misstatements in the

directors’ report or the strategic report;

•

in our opinion, the information given in the strategic

report and the directors’ report is consistent with the

financial statements;

•

in our opinion, the strategic report and the directors’

report have been prepared in accordance with the

Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Corporate governance statement

We have reviewed the directors’ statement in relation

to going concern, longer-term viability and that part of

the Corporate Governance Statement relating to the

Company’s compliance with the provisions of the UK

Corporate Governance Code specified for our review

by the Listing Rules of Euronext Dublin and the UK

Listing Authority.

Based on the work undertaken as part of our audit,

we have concluded that each of the following

elements of the Corporate Governance Statement is

materially consistent with the financial statements and

our knowledge obtained during the audit:

•

Directors’ statement with regards the appropriateness

of adopting the going concern basis of accounting

and any material uncertainties identified set out on

page 158 and within note 1 to the financial statements;

•

Directors’ explanation as to their assessment of

the Group’s prospects, the period this assessment

covers and why the period is appropriate set out on

page 158 and within note 1 to the financial statements;

•

Directors’ statement on whether it has a reasonable

expectation that the Group will be able to continue in

operation and meets its liabilities set out on page 158

and within note 1 to the financial statements;

•

Directors’ statement on fair, balanced and

understandable and the information necessary for

shareholders to assess the Group’s position and

performance, business model and strategy set out

on pages 160 and 161;

•

Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks and

the disclosures in the annual report that describe the

principal risks and the procedures in place to identify

emerging risks and explain how they are being

managed or mitigated set out within the Responsibility

Statement on pages 160 and 161 and within the

Principal Risks and Uncertainties on pages 66 to 76;

•

Section of the annual report that describes the

review of the effectiveness of risk management

and internal control systems set out on page 103

and within the Audit Committee report set out on

pages 123 to 132; and

•

Section describing the work of the Audit Committee

set out on pages 123 to 132.

Based solely on our work on the other information

described above:

•

with respect to the Corporate Governance Statement

disclosures about internal control and risk

management systems in relation to financial reporting

processes and about share capital structures:

•

we have not identified material misstatements

therein; and

•

the information therein is consistent with the financial

statements and has been prepared in accordance

with the applicable legal requirements; and

•

in our opinion, the Corporate Governance Statement

has been prepared in accordance with relevant

rules of the Disclosure Guidance and Transparency

Rules of the Financial Conduct Authority.

We are also required to report to you if a corporate

governance statement has not been prepared by the

Company. We have nothing to report in these respects.

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We have nothing to report on the other matters

on which we are required to report by exception

Under the Companies Act 2006, we are required to

report to you if, in our opinion:

•

adequate accounting records have not been kept by

the Company, or returns adequate for our audit have

not been received from branches not visited by us; or

•

the Company financial statements and the part of the

Directors’ Remuneration Report to be audited 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 these respects.

Respective responsibilities and

restrictions on use

Responsibilities of directors for the

financial statements

As explained more fully in the directors’ responsibilities

statement set out on pages 160 and 161, the directors

are responsible for: the preparation of the financial

statements including being satisfied that they give a

true and fair view; such internal control as they determine

is necessary to enable the preparation of financial

statements that are free from material misstatement,

whether due to fraud or error; assessing the Group

and 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 they either intend to liquidate the

Group or 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, other

irregularities or error, and to issue an opinion in an

auditor’s report. 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, other irregularities 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 fuller description of our responsibilities is provided

on the FRC’s website at

www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these financial

statements in an annual financial report prepared

under Disclosure Guidance and Transparency Rule

4.1.17R and 4.1.18R. This auditor’s report provides no

assurance over whether the annual financial report has

been prepared in accordance with those requirements.

The purpose of our audit work and to whom

we owe our responsibilities

Our 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.

Brian MacSweeney

(Senior Statutory Auditor)

25 March 2026

for and on behalf of

KPMG, Statutory Auditor

1 Stokes Place

St. Stephen’s Green

Dublin 2

Ireland

D02 DE03

#### Independent Auditor’s Report to the Members of Hostelworld Group PLCcontinued

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173

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Group Financial Statements

#### Consolidated Income Statement

for the Year Ended 31 December 2025

2025

Exceptional

2025

2024

Pre‑exceptional

(Note 5)

Total

Total

Notes

€m

€m

€m

€m

Revenue

3

93.8

–

93.8

92.0

Operating expenses

4

(84.1)

(1.3)

(85.4)

(80.9)

Other income

7

–

–

–

1.3

Impairment of investment in associate

–

–

–

(1.2)

Share of results of associate

–

–

–

0.1

Operating profit

9.7

(1.3)

8.4

11.3

Finance income

0.1

–

0.1

0.1

Finance costs

8

(0.1)

–

(0.1)

(0.3)

Profit before tax

9.7

(1.3)

8.4

11.1

Tax charge

9

(1.4)

–

(1.4)

(2.0)

Profit for the year attributable to the equity

owners of the parent Company

8.3

(1.3)

7.0

9.1

Basic earnings per share (euro cent)

10

5.63

7.28

Diluted earnings per share (euro cent)

10

5.44

7.01

#### Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2025

2025

2024

€m

€m

Profit for the year

7.0

9.1

Items that may be reclassified subsequently to profit or loss:

Nil

–

–

Total comprehensive income for the year attributable to equity owners of the parent Company

7.0

9.1

![]()

Financial Statements

|

Hostelworld Annual Report 2025

174

#### Consolidated Statement of Financial Position

as at 31 December 2025

2025

2024

Notes

€m

€m

Non-current assets

Intangible assets

11

71.5

63.5

Property, plant and equipment

12

1.2

0.5

Deferred tax assets

13

13.7

13.8

86.4

77.8

Current assets

Trade and other receivables

16

4.2

4.5

Corporation tax

0.1

–

Cash and cash equivalents

17

12.2

8.2

16.5

12.7

Total assets

102.9

90.5

Issued capital and reserves attributable to equity owners of the parent

Share capital

18

1.2

1.3

Share premium

18

14.4

14.4

Other reserves

19

2.4

3.0

Retained earnings

55.1

51.4

Total equity attributable to equity holders of the parent Company

73.1

70.1

Non-current liabilities

Non-current debt

Debt warehoused

20

0.8

3.5

Borrowings

22

9.2

–

Lease liabilities

15

0.5

–

Deferred tax liability

13

1.2

–

11.7

3.5

Current liabilities

Current debt

Debt warehoused

20

2.7

2.7

Borrowings

22

1.1

–

Trade and other payables

Trade payables

21

3.7

4.1

Deferred revenue

21

3.2

3.5

Accruals and other payables

21

6.7

6.0

Lease liabilities

15

0.4

0.3

Corporation tax

9

0.3

0.3

18.1

16.9

Total liabilities

29.8

20.4

Total equity and liabilities

102.9

90.5

The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2026 and

signed on its behalf by:

#### Gary MoisonCaroline Shey

Chief Executive Officer

Chief Financial Officer

Hostelworld Group plc registration number 9818705 (England and Wales)

#### Group Financial Statementscontinued

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175

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2025

Share

Capital

Share

Premium

Treasury

Shares

Retained

Earnings

Other

Reserves

Total

Notes

€m

€m

€m

€m

€m

€m

Balance at 01 January 2024

1.3

14.4

–

40.6

2.9

59.2

–

–

–

–

–

–

–

–

–

9.1

–

9.1

–

–

–

–

1.8

1.8

–

–

–

1.7

(1.7)

–

Issue of shares

Total comprehensive

income for the year

Credit to equity for equity settled

share-based payments

Transfer of exercised and

expired share-based awards

Balance at 31 December 2024

1.3

14.4

–

51.4

3.0

70.1

Total comprehensive

income for the year

–

–

–

7.0

–

7.0

Credit to equity for equity settled

share- based payments

19

–

–

–

–

1.5

1.5

Transfer of exercised and

expired share-based awards

–

–

–

2.2

(2.2)

–

Purchase of own shares –

share buyback

–

–

(4.5)

–

–

(4.5)

Cancellation of own shares –

share buyback

(0.1)

–

4.5

(4.5)

0.1

–

Dividend paid

–

–

–

(1.0)

–

(1.0)

Balance at 31 December 2025

1.2

14.4

–

55.1

2.4

73.1

![]()

Financial Statements

|

Hostelworld Annual Report 2025

176

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2025

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Cash flows from operating activities |  |  |  |
| Profit for the year |  | 7.0 | 9.1 |
| Tax charge |  | 1.4 | 2.0 |
| Profit before tax |  | 8.4 | 11.1 |
| Amortisation and depreciation | 4 | 9.5 | 9.1 |
| Share of results of associate | 14 | – | (0.1) |
| Impairment of investment in associate |  | – | 1.2 |
| Non-cash movements in provisions |  | – | (1.3) |
| Financial income |  | (0.1) | (0.1) |
| Finance expense | 8 | 0.1 | 0.3 |
| Employee equity settled share-based payment expense | 24 | 1.5 | 1.8 |
| Changes in working capital items: |  |  |  |
| Decrease in trade and other payables |  | (0.9) | (0.2) |
| Decrease/(increase) in trade and other receivables | 16 | 0.3 | (1.2) |
| Cash generated from operations |  | 18.8 | 20.6 |
| Interest paid (including lease interest) |  | – | (0.3) |
| Interest received |  | 0.1 | 0.1 |
| Income tax paid |  | (0.3) | (0.1) |
| Net cash generated from operating activities |  | 18.6 | 20.3 |
| Cash flows from investing activities |  |  |  |
| Acquisition/development of intangible assets | 11 | (7.6) | (5.5) |
| Payment for acquisition of subsidiary, net of cash acquired |  | (8.3) | – |
| Purchases of property, plant and equipment | 12 | (0.2) | (0.1) |
| Net cash used in investing activities |  | (16.1) | (5.6) |
| Net cash from/(used in) financing activities |  |  |  |
| Drawdown of borrowings | 22 | 10.3 | – |
| Transaction costs relating to borrowings | 22 | (0.1) | – |
| Repayment of borrowings | 22 | – | (10.3) |
| Repayment of warehoused debt | 20 | (2.7) | (3.2) |
| Purchase of own shares – share buyback | 18 | (4.5) | – |
| Dividend paid | 28 | (1.0) | – |
| Repayments of obligations under lease liabilities | 15 | (0.5) | (0.5) |
| Net cash from/(used in) financing activities |  | 1.5 | (14.0) |
| Net increase in cash and cash equivalents |  | 4.0 | 0.7 |
| Cash and cash equivalents at the beginning of the year |  | 8.2 | 7.5 |
| Cash and cash equivalents at the end of the year | 17 | 12.2 | 8.2 |

#### Group Financial Statementscontinued

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Notes to the Group Financial Statements

for the Year Ended 31 December 2025

177

1. Material Accounting Policies

General Information

Hostelworld Group plc (the “Company”) is a public

limited company domiciled in Ireland. The Company

was incorporated in the United Kingdom on 9 October

2015 under the Companies Act 2006 and is registered

in England and Wales. The Company’s registered

office is One Chamberlain Square, Birmingham B3

3AX, United Kingdom.

The Company and its subsidiaries (together, the “Group”)

operate an online travel platform, providing technology,

marketing and data processing services that facilitate

hostel and other accommodation bookings globally.

The Company’s ordinary shares are listed on Euronext

Dublin and the London Stock Exchange.

The consolidated financial statements of the Company

were approved and authorised for issue by the Board

of Directors on 25 March 2026.

Basis of Preparation

The financial statements have been prepared in

conformity with the requirements of the Companies Act

2006 and UK adopted International Financial Reporting

Standards (“IFRS”) and IFRS adopted pursuant to

Regulation (“EC”) No 1606/2002 as it applies in the

European Union.

The consolidated financial statements also comply

with Article 4 of the EU IAS Regulation. References to

IFRS throughout these financial statements refer to UK

adopted IFRS and IFRS adopted by the EU.

The consolidated financial statements have been

prepared under the historical cost basis. The investment

in associate is accounted for using the equity method.

In the preparation of these consolidated financial

statements the accounting policies set out below have

been applied consistently by all Group companies.

The consolidated financial statements are presented

in euro which is the currency of the primary economic

environment in which the Group operates.

The consolidated financial statements are presented in

millions of euro (€m), except where otherwise stated;

certain disclosures have been presented in thousands

of euro (€’000) where this provides more appropriate

and meaningful information.

Going Concern

The Directors have assessed the Group’s ability to

continue as a going concern, taking account of the

Board-approved 2026 budget and two-year outlook,

together with management projections for a further two

years. The assessment considered the Group’s strategy,

risk register, historical trading performance, current and

forecast booking volumes, and potential downside

scenarios, including sensitivity to reductions in revenue,

increases in operating costs, and other external factors.

Forecast cash flows for at least 12 months from the date

of approval of these financial statements demonstrate

that the Group has sufficient resources to meet its

obligations as they fall due. Key considerations included

ensuring that the Group had the ability to repay its three

year bank debt facility and remained in compliance

with the banking covenants attached to the facility as

described in note 22, the agreed repayment plan with

the Irish Revenue Commissioners for the remaining

warehoused facility (monthly instalments through

April 2027) with further detail in note 20, current and

projected cash balances and mitigating actions available

to the Group should trading volumes not materialise

including the flexibility of the Group to fully control its

largest cost base direct marketing.

The Directors considered downside scenarios, including

a material reduction in booking volumes; geopolitical

uncertainties, including ongoing conflicts in Ukraine and

the Middle East, and climate-related risks that may affect

revenue or operating costs. For each scenario, mitigating

actions - such as adjusting marketing spend, deferring

non-essential investments, and optimising operational

efficiency were assessed. These measures provide

additional headroom in the Group’s cash flow projections.

The Group is particularly mindful of the potential impact

of the ongoing conflict in the Middle East on traveller

confidence and booking patterns. The impact to date

has not been of a magnitude that would cause any

effects greater than the rigorous scenarios applied in our

going concern assessment. Management will continue

to closely monitor the situation and apply any mitigating

actions as required.

After making appropriate enquiries and considering

the factors above, the Directors have a reasonable

expectation that the Group and Company have adequate

resources to continue operating for the foreseeable

future, being at least 12 months from the date of

approval of the financial statements. Accordingly, the

financial statements have been prepared on a going

concern basis.

![]()

Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

1. Material Accounting Policies

continued

178

Climate-related Matters

The Group has considered climate-related matters in the

preparation of these financial statements. Operating

costs in 2025, and in the Board approved 2026 budget

and two-year outlook, and subsequent management

projections, reflect costs associated with the Group’s

sustainability roadmap, including personnel supporting

ESG commitments, as well as investments in emissions

reductions, emission offsets and climate action initiatives.

Following a management review in 2025, no climate-

related liabilities, provisions, or impairments of assets

have been identified, and no such adjustments are

included in future projections.

Climate-related risks could affect revenue and trading,

for example where travel restrictions, hostel closures,

or accessibility issues arise. These risks are partially

mitigated by the Group’s core 18–34-year-old

customer base, which typically views travel as a ‘rite

of passage’ and prefers hostels as a more sustainable

accommodation choice. Historical booking patterns

indicate that demand tends to shift to alternative locations

if primary destinations are affected. The Group’s asset-

light business model further provides flexibility to

respond to changes in demand. More detail is set out in

the Sustainability Report on pages 40 to 65. The Group

has not made any climate-related adjustments to

revenue in its budgets but continues to monitor potential

impacts on booking patterns closely.

The Group has also considered climate-related matters

in key accounting estimates and judgments, including:

•

Impairment of assets:

Expected future cash flows

could be affected by reduced revenue or higher

operating costs. The Group maintains significant

headroom in its goodwill and intangible asset

impairment assessments, as set out in the sensitivity

analysis on pages 194 and 195.

•

Deferred tax assets:

Recoverability depends on

future taxable profits, which may be affected by

climate-related changes in consumer demand or

operating costs. The Group’s deferred tax assessments

include adequate headroom, supported by historic

tax losses and timing differences that do not expire

(see page 186).

•

•

Going concern:

Projected cash flows could be

impacted by changes in revenue or profitability arising

from climate-related factors. Downside scenarios have

been incorporated into the Directors’ going concern

assessment (page 158 and page 177) and the Viability

Statement in the Strategic Report (page 77).

Basis of Consolidation

The consolidated financial statements incorporate the

financial statements of the Company and its subsidiaries.

Subsidiaries are entities over which the Group has

control, all of which prepare financial statements up to

31 December. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability

to affect those returns through its power over the

entity. Subsidiaries are consolidated from the date on

which control is transferred to the Group and are no

longer consolidated from the date that control ceases.

All intragroup assets and liabilities, equity, income,

expenses and cash flows relating to transactions

between the members of the Group are eliminated

on consolidation.

Business Combinations

Acquisitions of subsidiaries are accounted for using

the acquisition method in accordance with IFRS 3

Business Combinations. The cost of an acquisition

is measured as the aggregate of the consideration,

measured at fair value at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired, liabilities assumed, and

any non-controlling interest are recognised at their

fair values at the acquisition date. Any contingent

consideration is recognised at fair value at the acquisition

date, with subsequent changes recognised in profit or

loss unless they are classified as equity.

Goodwill arising on acquisition represents the excess

of the consideration transferred, the amount of any

non-controlling interest, and the fair value of any

previously held equity interest over the fair value of the

identifiable net assets acquired. Goodwill and fair value

adjustments arising on the acquisition of a foreign

entity are denominated in the functional currency of the

acquired entity, recorded at the exchange rate at the

date of the transaction, and subsequently retranslated

at the reporting period closing rate.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

179

Subsequent to acquisition, goodwill is tested annually

for impairment and carried at cost less accumulated

impairment losses.

New Standards, Amendments and

Interpretations Adopted in 2025

The following new standards, amendments and

interpretations became effective for the Group for the

year ended 31 December 2025. Their adoption did not

have a material impact on the Group’s consolidated

financial statements:

•

Amendments to IAS 21 The Effects of Changes in

Foreign Exchange Rates – Lack of Exchangeability

The Group has not early adopted the following

standards, amendments and interpretations that have

been issued but are not yet mandatorily effective and,

in some cases, have not yet been endorsed by the UK

or the EU:

•

IFRS 19 Subsidiaries without Public

Accountability: Disclosures

•

Amendments to IFRS 10 and IAS 28 – Sale or

Contribution of Assets between an Investor and its

Associate or Joint Venture

•

Annual Improvements to IFRS Accounting Standards

– Volume 11

•

Amendments to IFRS 9 and IFRS 7

–

Classification and Measurement of

Financial Instruments

–

Contracts Referencing Nature-dependent Electricity

•

IFRS 18 Presentation and Disclosure in Financial

Statements (replacing IAS 1)

Of the standards not yet effective, IFRS 18 is expected to

have a significant impact on the Group when it becomes

effective for accounting periods beginning on or after

1 January 2027. The Group is still in the process of

assessing the full impact of IFRS 18, in particular changes

to the structure and presentation of the Statement of

Profit or Loss; updates to the Statement of Cash Flows;

enhanced disclosure requirements for management-

defined performance measures; and changes to how

information is grouped and disaggregated in the

financial statements, including items currently presented

as “other”. The Group has commenced an IFRS 18

implementation assessment, including a review of

systems, processes and performance reporting, to

ensure readiness for adoption ahead of the effective date.

No other new or amended standards are expected to

have a material impact on the Group’s consolidated

financial statements.

Revenue Recognition

The Group generates revenue primarily from IT and

Data processing fees charged to accommodation

providers for bookings facilitated through its platform,

as well as from advertising services and other ancillary

offerings. Revenue is recognised when the Group

satisfies its performance obligations under contracts

with customers, in line with IFRS 15.

Revenue is measured at the fair value of consideration

received or receivable and is stated net of rebates, sales

taxes, and value added taxes.

Rebates relate to volume incentives offered to

hostel partners and are recognised based on the

performance of previous quarters, with settlement in

the following quarter.

Accommodation Booking Revenue

Non-Refundable Booking and Reservation Fees

Revenue from standard bookings is recognised at the

time a reservation is made. At this point, the Group has

delivered its core service - providing technology and

data processing to facilitate the booking - and control

of that service has transferred to the hostel. Refunds,

cancellations, and other adjustments are accounted

for in the period in which they occur.

Free Cancellation Bookings

For bookings that allow free cancellation, revenue is

deferred until the last date on which a traveller can

cancel without penalty. This ensures revenue is only

recognised once the Group has fully satisfied its

performance obligation. Deferred revenue is expected to

be recognised within twelve months of initial recognition.

Flexible Bookings and Credits

Where the Group provides a flexible booking option or

issues credits for future use, revenue is deferred until

either the booking check-in date or the expiry of the

credit (typically six months). A provision is recorded to

reflect the expected utilisation of such credits, based

on historical patterns.

![]()

Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

1. Material Accounting Policies

continued

180

Third Party Inventory

The Group acts as an agent in facilitating bookings with

certain third-party accommodation providers, where the

accommodation provider retains primary responsibility

for the inventory. Revenue from these bookings is

recognised on a net basis, representing the commission

or fee earned by the Group, rather than the gross amount

paid by the customer. The Group does not recognise

the gross booking value as revenue because it does not

control the underlying service provided by the third-party

accommodation. Revenue is recognised at the point at

which the Group has fulfilled its performance obligation

to the customer - typically when the reservation is

confirmed and the Group has provided the technology

and data processing services required to facilitate

the booking.

Other Revenue

Advertising

Revenue from advertising services is recognised over

the period the service is provided, reflecting the

continuous transfer of benefits to the customer.

Roamies

Revenue from the Group’s

Roamies

platform, including

royalties and commissions from bookings, is recognised

on the start date of the trip, when the Group has fulfilled

its obligation to facilitate the experience.

Social Passes

Social passes, which grant access to Hostelworld’s social

network independently of any booking, are recognised

over the period that access is provided. This revenue

is treated separately from booking-related revenue

because it represents an ongoing service rather than

a one-off booking transaction.

OccasionGenius Inc. Provision of Event Information

Revenue from the provision of event information,

provided through OccasionGenius Inc., primarily arises

from licensing arrangements that provide customers

with access to curated event inventory and related

platform functionality for a defined contractual period.

Revenue is recognised over time as the Group delivers

its performance obligations to access the inventory.

Leases

The Group leases properties in various locations. Lease

contracts are typically entered into for fixed periods and

may include extension or termination options. Lease terms

and conditions are negotiated on an individual basis.

At contract inception, the Group assesses whether a

contract is, or contains, a lease. For contracts where

the Group is the lessee, a right-of-use asset and a

corresponding lease liability are recognised at the

commencement date.

The lease term comprises the non-cancellable period

of the lease together with periods covered by an option

to extend the lease where the Group is reasonably

certain to exercise that option, or periods covered by

an option to terminate the lease where the Group is

reasonably certain not to exercise that option. For

short-term leases (lease term of 12 months or less)

and leases of low-value assets (underlying asset value

of €10,000 or less), lease payments are recognised as

an expense on a straight-line basis over the lease term.

Right-of-use assets are initially measured at cost and

subsequently measured at cost less accumulated

depreciation and accumulated impairment losses.

Right-of-use assets are depreciated on a straight-line

basis over the shorter of the lease term and the useful

life of the underlying asset, commencing on the lease

commencement date. Right-of-use assets are adjusted

for any remeasurement of the related lease liability

arising from lease modifications or reassessments.

Right-of-use assets are reviewed for impairment at each

reporting date. The Group applies IAS 36 Impairment

of Assets to determine whether a right-of-use asset is

impaired and recognises any resulting impairment loss.

Where the Group has an obligation to restore the

underlying asset to a specified condition at the end of

the lease term, a provision is recognised in accordance

with IAS 37 Provisions, Contingent Liabilities and

Contingent Assets. To the extent that such costs relate

to a right-of-use asset, they are included in the carrying

amount of the related asset.

Lease liabilities are initially measured at the present value

of the future lease payments, discounted using the

interest rate implicit in the lease, or, where this cannot be

readily determined, the Group’s incremental borrowing

rate. The incremental borrowing rate reflects the lease

term, currency and commencement date and is

determined using the risk-free rate, together with

appropriate country-specific and credit risk adjustments.

Lease payments included in the measurement of the

lease liability comprise fixed payments (less any lease

incentives receivable), variable payments that depend

on an index or rate (measured using the index or rate

at the commencement date), amounts expected to be

payable under residual value guarantees, the exercise

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

181

price of purchase options where the Group is reasonably

certain to exercise the option, and penalties for

terminating the lease where the lease term reflects the

exercise of a termination option. Subsequent to initial

recognition, lease liabilities are increased by interest

accrued using the effective interest method and

reduced by lease payments made. Lease liabilities are

remeasured, with a corresponding adjustment to the

related right-of-use asset, when there is a change in the

lease term, a change in the assessment of a purchase

option, changes in lease payments resulting from

changes in an index or rate, changes in expected

payments under residual value guarantees, or when a

lease modification occurs that is not accounted for as a

separate lease. Lease liabilities are presented separately

in the Consolidated Statement of Financial Position.

In the Consolidated Statement of Cash Flows, interest

paid on lease liabilities is classified within operating

activities and repayments of the principal portion of

lease liabilities are classified within financing activities.

Payments for short-term leases and leases of low-value

assets are classified within operating activities.

Exceptional Items

Exceptional items by their nature and size can make

interpretation of the underlying trends in the business

more difficult. Such items may include restructuring,

material merger and acquisition costs, profit or loss

on disposal or termination of operations, litigation

settlements, legislative changes, material acquisition

integration costs and profit or loss on disposal of

investments. Judgement is used by the Group in

assessing the particular items which by virtue of their

scale and nature should be disclosed as exceptional

items. Where an item that has been classified as

exceptional spans more than one reporting period

such as a multi-year restructuring programme, it will

also be presented as exceptional in the following

period for consistency of presentation.

Taxation

The Group is tax resident in Ireland. The tax expense

represents the sum of the tax currently payable and

deferred tax.

Current Tax

Current tax comprises the amount of income taxes

payable or recoverable in respect of the taxable profit

or loss for the period, as determined in accordance with

applicable tax legislation. Taxable profit differs from

accounting profit as it is calculated in accordance with

tax rules and therefore excludes items of income or

expense that are not assessable or deductible for tax

purposes. The Group’s current tax liability is calculated

using tax rates and laws that have been enacted or

substantively enacted at the reporting date and includes

adjustments in respect of tax payable or recoverable

for prior periods.

The Group recognises liabilities for uncertain tax positions

where it is probable that additional tax will be due to a

taxation authority. Such amounts are measured at the

best estimate of the expenditure expected to be required

to settle the obligation, reflecting management’s

judgement, past experience and, where appropriate,

advice from external tax specialists.

Deferred Tax

Deferred tax is recognised on temporary differences

between the carrying amounts of assets and liabilities

in the consolidated financial statements and their

corresponding tax bases. Deferred tax is accounted

for using the liability method.

Deferred tax liabilities are recognised for all taxable

temporary differences. Deferred tax assets are

recognised for deductible temporary differences,

unused tax losses and unused tax credits to the extent

that it is probable that future taxable profits will be

available against which they can be utilised.

Deferred tax liabilities are recognised for taxable

temporary differences arising on investments in

subsidiaries and associates, except where the Group is

able to control the timing of the reversal of the temporary

difference and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary

differences relating to such investments are recognised

only to the extent that it is probable that sufficient

taxable profits will be available and the temporary

differences will reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed

at each reporting date and reduced to the extent that it

is no longer probable that sufficient taxable profits will

be available to allow recovery. Reductions are reversed

when the probability of future recovery improves.

Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted at the

reporting date and that are expected to apply when

the asset is realised or the liability is settled.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

1. Material Accounting Policies

continued

182

Deferred tax is recognised in profit or loss, except where

it relates to items recognised outside profit or loss, in

which case it is recognised in the same component

of equity or other comprehensive income as the

underlying transaction.

Deferred tax assets and liabilities are offset only where

there is a legally enforceable right to offset tax assets

and liabilities and they relate to income taxes levied by

the same taxation authority on the same taxable entity,

or on different taxable entities that intend to settle on a

net basis.

Foreign Currencies

Each Group entity’s financial statements are prepared

in the currency of the primary economic environment

in which it operates (its functional currency). The

consolidated financial statements are presented in

euro, which is the functional currency of the parent

Company and the Group’s presentation currency.

Transactions in foreign currencies are initially recorded

at the exchange rates prevailing at the date of the

transaction. At each reporting date, monetary assets

and liabilities denominated in foreign currencies are

retranslated at the closing exchange rates.

Non-monetary items measured at historical cost in a

foreign currency are not retranslated. Non-monetary

items measured at fair value are translated at the

exchange rate at the date the fair value was determined.

Exchange differences arising on settlement and on

retranslation of monetary items are recognised in the

Consolidated Income Statement.

For consolidation purposes, the assets and liabilities of

foreign operations are translated at exchange rates

prevailing at the reporting date, and income and

expenses are translated at average exchange rates

for the period, unless these are not a reasonable

approximation, in which case transaction-date rates are

used. Resulting exchange differences are recognised

in other comprehensive income and accumulated in

the foreign currency translation reserve.

Goodwill and fair value adjustments arising on the

acquisition of foreign operations are treated as assets

and liabilities of those operations and are translated at

the closing rate, with resulting exchange differences

recognised in other comprehensive income.

Retirement Benefits Costs

The Group operates a defined contribution pension

scheme. Contributions payable to privately administered

pension plans are recognised as an employee benefit

expense in the period in which the employees render the

related service. The Group has no further obligations

once the contributions have been paid.

Prepaid contributions are recognised as an asset to

the extent that a cash refund or a reduction in future

contributions is available.

Intangible Assets

Goodwill

Goodwill arising on the acquisition of a business is

initially measured as the excess of the consideration

transferred over the Group’s interest in the net fair value

of the identifiable assets acquired and liabilities assumed

at the acquisition date. Identifiable intangible assets

that meet either the contractual-legal or separability

criterion are recognised separately from goodwill.

Goodwill arising on the acquisition of subsidiaries is

recognised within intangible assets. Subsequent to

initial recognition, goodwill is measured at cost less any

accumulated impairment losses. Goodwill is tested for

impairment annually, or more frequently when there are

indicators that the carrying amount may be impaired.

For the purpose of impairment testing, goodwill is

allocated to the cash-generating units (“CGUs”) that are

expected to benefit from the synergies of the business

combination. If the recoverable amount of a CGU is less

than its carrying amount, the resulting impairment loss

is allocated first to reduce the carrying amount of any

goodwill allocated to the CGU and then to the other assets

of the CGU on a pro-rata basis, based on the carrying

amount of each asset. Impairment losses relating to

goodwill are recognised in the Consolidated Income

Statement and are not reversed in subsequent periods.

Other Intangible Assets

The Group’s other intangible assets comprise domain

and trade names, technology assets, affiliate and

customer contracts, and capitalised development costs.

Other intangible assets are initially recognised at cost

and subsequently measured at cost less accumulated

amortisation and accumulated impairment losses.

Amortisation is charged to operating expenses in the

Consolidated Income Statement on a straight-line basis

over the estimated useful lives of the assets, as follows:

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

183

|  |  |
| --- | --- |
| Asset Class | Useful Life |
| Domain and Trade Names | 5 - 15 years |
| Technology | 4 – 8 years |
| Affiliate and Customer Contracts | 5 years |
| Capitalised Development Costs | 2-5 years |

The residual value of all intangible assets is assessed

as nil.

a)

Domain and Trade Names

Domain and trade names comprise certain domain

names, trade names and trademarks, carried at cost less

accumulated amortisation and impairment. This category

also includes technology-related assets that form part

of the integrated Hostelworld platform, including the

website, application interfaces and application

programming interfaces (“APIs”). Trade names include

the acquired trade name of OccasionGenius Inc.

b)

Technology

Technology assets comprise computer software

applications, stated at cost less accumulated amortisation

and impairment. Costs incurred on the acquisition of

computer software are capitalised, as are costs directly

attributable to the development of software for internal

use, where the recognition criteria of IAS 38 Intangible

Assets are met. Technology assets also include the

OccasionGenius Inc. platform and API acquired

during 2025.

c)

Affiliate and Customer Contracts

Affiliate contracts represent contractual arrangements

with affiliate partners that promote the Group’s website

and app and provide real-time access to property,

pricing and availability functionality through affiliate APIs.

These contracts have been identified as separately

identifiable intangible assets in accordance with IAS 38.

Customer contracts represent the contractual

agreements in place at the acquisition of OccasionGenius

Inc. in 2025.

d)

Development Expenditure

Expenditure on research activities is recognised as an

expense in the period in which it is incurred. Development

expenditure relating to internally generated intangible

assets is capitalised when the Group can demonstrate:

technical feasibility; intention to complete and use or

sell the asset; ability to use or sell the asset; the manner

in which the asset will generate probable future economic

benefits; the availability of adequate technical, financial

and other resources to complete the development;

and the ability to reliably measure the expenditure

attributable to the asset during its development.

Development activities involve the design or production

of new, or substantially improved, products or processes.

Directly attributable costs, including employee costs, are

capitalised as part of the relevant software, website or

system. Development costs that do not meet the

capitalisation criteria, as well as ongoing maintenance

costs, are recognised as an expense as incurred.

Capitalised development costs are amortised on a

straight-line basis over their estimated useful lives.

Amortisation commences when the asset is available

for use, or, where development is part of a multi-phase

project, when the relevant phase is available for use. An

intangible asset is derecognised on disposal or when

no future economic benefits are expected to arise from

its continued use or disposal. Any resulting gain or loss

is recognised in the Consolidated Income Statement.

Impairment of Tangible and Intangible Assets

(Excluding Goodwill)

At each reporting date, the Directors assess whether

there is any indication that the Group’s tangible and

intangible assets may be impaired. Where such an

indication exists, the recoverable amount of the

individual asset is estimated. If it is not possible to

estimate the recoverable amount of an individual

asset, the recoverable amount of the relevant CGU is

determined.

Intangible assets with indefinite useful lives and

intangible assets not yet available for use are tested

for impairment at least annually, and whenever there is

an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less

costs of disposal and value in use. In assessing value

in use, estimated future cash flows are discounted to

their present value using a pre-tax discount rate that

reflects current market assessments of the time value

of money and the risks specific to the asset or CGU.

If the recoverable amount of an asset or CGU is less

than its carrying amount, the carrying amount is reduced

to its recoverable amount and an impairment loss is

recognised immediately in profit or loss, unless the

asset is carried at a revalued amount, in which case the

impairment loss is treated as a revaluation decrease.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

1. Material Accounting Policies

continued

184

Where an impairment loss is subsequently reversed,

the carrying amount of the asset or CGU is increased to

the revised recoverable amount, subject to the restriction

that the carrying amount does not exceed the amount

that would have been determined had no impairment

loss been recognised in prior periods. Impairment

losses are only reversed in respect of non-goodwill

assets. Any reversal of an impairment loss is recognised

immediately in profit or loss, unless the asset is carried

at a revalued amount, in which case the reversal is

treated as a revaluation increase.

Financial Instruments

Financial assets and financial liabilities are recognised

in the Consolidated Statement of Financial Position when

the Group becomes a party to the contractual provisions

of the instrument. Financial assets and financial

liabilities are initially measured at fair value, plus

transaction costs that are directly attributable to the

acquisition or issue of the financial instrument, except

for financial instruments classified at fair value through

profit or loss, which are initially measured at fair value.

Financial assets and liabilities denominated in foreign

currencies are translated at the spot exchange rate at

the reporting date.

(a)

Financial Assets

Trade and Other Receivables

Trade and other receivables are initially recognised at

their transaction price and subsequently measured at

amortised cost, less an allowance for expected credit

losses (“ECLs”). The Group applies the simplified

approach under IFRS 9 and recognises lifetime ECLs

for all trade receivables.

Lifetime ECLs for trade receivables are measured using

a provision matrix based on the Group’s historical credit

loss experience, adjusted for debtor-specific factors,

current economic conditions and forward-looking

information at the reporting date, including the time value

of money where appropriate.

Lifetime ECLs represent the expected credit losses

resulting from all possible default events over the

expected life of a financial instrument. Expected credit

losses are recognised in the Consolidated Income

Statement. A default event is considered to have

occurred when a counterparty fails to meet its

contractual obligations and recovery is no longer

considered probable.

(b)

Financial Liabilities

Trade and other payables

Trade and other payables are initially recognised at fair

value, which is generally the invoiced amount, and

subsequently measured at amortised cost. Financial

liabilities are derecognised when the obligation is

discharged, cancelled or expires.

Loans and borrowings

Loans and borrowings are initially recognised at fair value

net of directly attributable transaction costs. Transaction

costs include fees and commissions paid to agents,

advisers, brokers and dealers. Subsequent to initial

recognition, loans and borrowings are measured at

amortised cost using the effective interest method.

Borrowings are derecognised when the contractual

obligations are discharged, cancelled or expire.

Borrowings are classified as current or non-current

based on the Group’s rights at the reporting date and

are classified as current liabilities unless the Group has

an unconditional right to defer settlement for at least

twelve months after the reporting date.

Other financial liabilities

Other financial liabilities are initially recognised at fair

value and subsequently measured at amortised cost

using the effective interest method. Financial liabilities

are classified as current unless the Group has the right

to defer settlement for at least twelve months after the

reporting date. The classification of financial liabilities

is determined at initial recognition.

(c)

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand,

deposits held at call with banks and other short-term,

highly liquid investments with original maturities of three

months or less that are readily convertible to known

amounts of cash and subject to insignificant risk of

changes in value. Restricted cash and cash equivalents

include balances that meet the definition of cash and

cash equivalents but are not available for use by the

Group due to contractual or other restrictions.

Dividends

Final dividends are recorded in the Group’s financial

statements in the period in which they are approved

by the Company’s shareholders. Interim dividends are

recorded in the period in which they are paid.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

185

Share Buybacks

Where the Company purchases its own equity

instruments, the consideration paid, including directly

attributable costs, is recognised as a deduction from

equity and presented as treasury shares. No gain or

loss is recognised in profit or loss on the purchase,

sale, issue or cancellation of the Company’s own

equity instruments.

Shares repurchased by the Company are held as

treasury shares until they are cancelled. When treasury

shares are subsequently cancelled, the nominal value of

the shares is transferred from share capital to capital

redemption reserve. Any excess of the purchase price

over the nominal value of the shares cancelled is charged

to retained earnings.

No treasury shares have been reissued.

Share-Based Payments

Equity-settled share-based payments to employees are

measured at the fair value of the equity instruments at

the grant date. The fair value excludes the impact of

non-market-based vesting conditions. Further details on

the determination of fair value are provided in note 24.

The cost of equity-settled awards is recognised on a

straight-line basis over the vesting period, based on the

Group’s estimate of the number of equity instruments that

are expected to vest. At each reporting date, the Group

revises its estimate of the expected vesting outcome to

reflect the effect of non-market-based vesting conditions.

Any revision is recognised in the Consolidated Income

Statement so that cumulative expense reflects the

updated estimate, with a corresponding adjustment to

the share-based payment reserve.

For cash-settled share-based payments, a liability is

recognised for the services received, initially measured

at the fair value of the obligation. This liability is

remeasured at each reporting date and at settlement,

with changes in fair value recognised in the Consolidated

Income Statement.

If the terms of a share-based payment award are

modified, the Group assesses whether the change

increases the fair value, extends the vesting period, or

otherwise enhances the award. Any incremental fair

value arising from the modification is recognised as an

additional expense over the remaining vesting period.

Earnings Per Share

The Group presents basic and diluted earnings per

share (“EPS”) data for its ordinary shares.

Basic EPS is calculated by dividing the profit attributable

to ordinary shareholders by the weighted average

number of ordinary shares outstanding during the period.

Diluted earnings per share is computed by adjusting

the weighted average number of ordinary shares in

issue to assume conversion of all potential dilutive

ordinary shares.

2. Critical Accounting Judgements and Key

Sources of Estimation Uncertainty

In the application of the Group’s accounting policies,

the Directors are required to make judgements

(other than those involving estimations) that have a

significant impact on the amounts recognised and to

make 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 considered 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 year in which the estimate is

revised if the revision affects only that year, or in the

year of the revision and future years if the revision

affects both current and future years.

(a) Critical Judgements in Applying the Group’s

Accounting Policies:

The following are the critical judgements, apart from

those involving estimations (which are presented

separately below), that the Directors have made in the

process of applying the Group’s accounting policies and

that have the most significant effect on the amounts

recognised in financial statements.

Capitalisation of Development Costs

Development costs are capitalised when the criteria set

out in paragraph 57 of IAS 38 Intangible assets have

been demonstrated as disclosed in our accounting policy

disclosed on page 183. Total additions amounted to

€7.6 million (2024: €5.5 million) and carrying value of

the capitalised development asset at the balance sheet

date totalled €12.4 million (2024: €9.7 million).

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

2. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

continued

186

Determining the amount to be capitalised requires

management to make judgements about each asset to

ensure that they meet the requirements of the standard.

Business cases have been prepared in line with our

Board approved 2026 budget and two-year outlook,

and further two years of management projections.

The primary projects capitalised in the current year

relate to new features within our social product and

modernising our legacy platforms which both form a

key part of the Group’s growth strategy.

Should trading deteriorate significantly it is reasonably

possible within the next financial year that development

costs may require a material adjustment to their

carrying amount.

Accounting for Exceptional Items

Exceptional items are those that, due to their size, nature

or incidence, could obscure an understanding of the

Group’s underlying financial performance. Management

applies judgement in determining which items are

disclosed as exceptional, taking into account both

quantitative and qualitative factors. The circumstances

that may give rise to exceptional items are set out in

the Group’s accounting policy on page 181.

Exceptional costs recognised in the current year

amounted to €1.3 million (2024: €nil).

(b)

Key Sources of Estimation Uncertainty:

The key assumptions concerning the future, and other

key sources of estimation uncertainty at the reporting

period that may have a significant risk of causing a

material adjustment to the carrying amounts of assets

and liabilities within the next financial year are

discussed below.

Recoverability of Deferred Tax Assets

At 31 December 2025, the carrying values of the

Group’s deferred tax assets was €13.7 million (2024:

€13.8 million). The recoverability of these assets

depends on the Group generating sufficient future

taxable profits.

Recoverability has been assessed using the Board-

approved 2026 budget, and two-year outlook and a

further two years of management projections, with

appropriate tax adjustments to reflect the profits

against which tax losses can be utilised. A long-term

growth rate of 2% has been applied thereafter, consistent

with assumptions used in the Group’s impairment, going

concern and viability assessments.

While the Group does not have fixed-term contracts

guaranteeing future profitability, it has generated profits

in every year from IPO in 2015 until the impact of

COVID-19 and returned to a profit before tax in 2024.

Forecasts for 2026 to 2030 reflect sustained profitability,

driven by booking and revenue growth, inorganic

expansion and a declining marketing cost as a

percentage of generated revenue through continued

cost discipline and the Group’s social strategy. Further

details of these drivers are set out in the Strategic

Report on pages 10 to 89. Under these profitability

projections the deferred tax asset is set to be utilised

in full by 2031, over a 6-year period.

In assessing recoverability, the Group also considered:

•

The location of taxable profits, noting that tax

losses, interest relief and intangible assets relating

to Hostelworld.com Limited, the Group’s principal

trading entity, may be utilised against future taxable

profits generated by the Hostelworld brand in

Ireland (see note 26). In contrast, tax losses relating

to OccasionGenius Inc. are restricted for use

against future taxable profits of OccasionGenius

Inc. in the United States and are not available to

offset profits arising in other jurisdictions.

•

there is no risk of expiry on the assets should

profits decline;

•

the cashflows utilised are those used for impairment,

going concern and viability assessments; and

•

the timing of utilisation of tax losses which involves

judgement and is subject to estimation uncertainty.

Based on this assessment, the Directors concluded

that sufficient taxable profits are expected to be

generated and that there is no significant risk of a

material adjustment to the carrying value of the

deferred tax assets.

As part of our recoverability analysis, the Group has

performed a sensitivity analysis on taxable profits.

A reduction in profits of 10% had no impact on the

recoverability of the deferred tax asset. The Group’s

forecasted taxable profits would have to decline by over

19% over the next six years before there is a risk that the

deferred tax asset is not fully recovered in that period.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

187

Impairment of Goodwill and Intangible Assets

The Directors review goodwill and intangible assets for

impairment at least annually, in line with the Group’s

accounting policies. Intangible assets are tested for

impairment when indicators suggest their carrying

amounts may not be recoverable.

The recoverable amount of each CGU is determined as

the higher of fair value less costs of disposal or value

in use, based on discounted future cash flows. At

31 December 2025, goodwill amounted to €19.9 million

(2024: €17.8 million), domain names amounted to

€32.7 million (2024: €36.0 million), technology

amounted to €6.0 million (2024: €nil) and customer

names and affiliates amounted to €0.5 million (2024:

€nil). Following the 2025 review, no impairment was

considered necessary, given the headrooms identified

in the models.

Significant management judgement is applied in

estimating the growth rates for revenue each year driving

the future cash flows, adjusted EBITDA margins, discount

rates and long-term growth assumptions for the terminal

values. The key area of estimation risk relates to the

uncertainty of achieving the forecasted growth rates.

Sensitivity analyses and further details on assumptions

are provided in note 11.

Business Combinations

The Group applies judgement and makes estimates

when accounting for business combinations, particularly

in determining the fair value of identifiable assets and

liabilities acquired, including intangible assets such as

technology, customer relationships, and brand names,

as well as contingent liabilities.

The fair value of acquired assets and liabilities is

generally determined using a combination of income-

based, market-based, and cost-based valuation

techniques, which require assumptions about future

cash flows, discount rates, growth rates, customer

retention, and the useful lives of acquired assets.

At the acquisition date, any excess of the purchase

consideration over the fair value of net assets acquired

is recognised as goodwill, which is subsequently

tested for impairment at least annually.

The key areas of estimation risk include revenue and

margin forecasts, including synergy revenue, used in

discounted cash flow models for intangible assets and

the discount rates applied to future cash flows, reflecting

the risk profile of the acquired business.

Changes in these estimates can materially affect the

value attributed to goodwill, intangible assets, and any

deferred tax arising on acquisition. Further details on

recent business combinations and the assumptions

applied are disclosed in note 14.

3. Revenue and Segmental Analysis

The Group is managed as a single business unit

providing software and data processing services that

facilitate hostel, hotel, and other accommodation

bookings worldwide.

Operating segments are determined and presented

based on the information provided to the Chief Executive

Officer, who is the Company’s Chief Operating Decision

Maker (“CODM”). In making resource allocation

decisions, the CODM evaluates booking numbers and

average booking values (“ABVs”). Net ABV is defined in

Appendix 1 – Alternative Performance Measures. The

objective of these decisions is to maximise consolidated

financial results. The CODM assesses business

performance based on consolidated adjusted profit after

tax, which excludes certain income and expense items

that are unusual due to their size or incidence, such as

impairment of investments in associates or other one-off

costs, in the context of the Group’s ongoing operations.

The acquisition of OccasionGenius Inc. did not result

in a new reportable segment in the current year, as its

revenue, profit, and assets are not material relative to

the Group as a whole.

All revenue is generated from external customers and is

spread across many customers, with no single customer

being individually significant. The Group’s primary

revenue-generating assets are its software and data

processing services, which are directly attributable to

the reportable segment. As the Group is managed as a

single business unit, all other assets and liabilities are

also allocated to this single segment. There have been

no changes in the basis of segmentation or in the

measurement of segment profit or loss during the year.

Revenue by country is determined by the location of the

hostel or property. Revenue arising within Ireland, the

country of domicile, amounted to €1.9 million (2024:

€1.8 million). No individual country accounts for 10%

or more of total revenue in any year; accordingly,

revenue by country is not disclosed. The Group’s top

five countries accounted for 34% of total revenue in

2025 (2024: 34%), including Australia, Thailand, the

USA, and key European destinations. Revenue by

continent is presented as follows:

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

3. Revenue and Segmental Analysis

continued

188

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Europe | 49.9 | 51.6 |
| Americas | 16.9 | 17.0 |
| Asia, Africa and Oceania | 27.0 | 23.4 |
| Total | 93.8 | 92.0 |

Disaggregation of revenue is presented as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Technology and data processing fees | 92.2 | 90.0 |
| Provision of event data services (OG) | 0.2 | – |
| Advertising revenue and ancillary services | 1.4 | 2.0 |
| Total | 93.8 | 92.0 |

In the year ended 31 December 2025, the Group generated 98% (2024: 98%) of its revenues from the technology and

data processing fees that it charged to accommodation providers. As at 31 December 2025, €3.5 million of revenue

relating to free cancellation bookings has been deferred (2024: €3.2 million).

The Group’s non-current assets are disaggregated below. The Group has a small amount of non-current assets in

other locations including United Kingdom, Thailand and China which are deemed immaterial to disclose individually.

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Total non-current assets | 86.4 | 77.8 |
| Analysed as: |  |  |
| Ireland | 75.9 | 77.7 |
| USA | 10.4 | – |
| Portugal | 0.1 | 0.1 |

4. Operating Expenses Excluding Impairment

Profit for the year has been arrived at after charging the following operating costs:

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Marketing expenses – direct |  | 45.3 | 42.5 |
| Marketing expenses – brand |  | 1.0 | 0.8 |
| Staff costs |  | 19.1 | 19.0 |
| Credit card and other processing fees |  | 2.8 | 2.9 |
| Platform operating costs |  | 3.5 | 3.2 |
| External contractor costs |  | 2.3 | 1.7 |
| Exceptional items | 5 | 1.3 | – |
| FX loss |  | – | 0.1 |
| Other administrative costs |  | 0.6 | 1.6 |
| Total administrative expenses |  | 75.9 | 71.8 |
| Depreciation of tangible fixed assets | 12 | 0.5 | 0.6 |
| Amortisation of intangible fixed assets | 11 | 9.0 | 8.5 |
| Total |  | 85.4 | 80.9 |

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

189

Reversal of impairment of trade receivables in the current and prior year is not considered material to

individually disclose.

Other administrative costs are net of external contractor costs capitalised of €1.7 million (2024: €1.2 million) and

include rent and rates, legal and professional and training and recruitment.

Included within operating expenses is a total credit of €0.8 million (2024: €0.2 million) of which €0.5 million (2024:

€0.2 million) is in relation to a research and development (“R&D”) tax credit claimed in respect of projects completed

in 2024, 2023 and 2022. R&D tax credit applications are completed with our tax advisors and the Irish Revenue

Commissioners and are recognised by Group only on formal approval of an R&D tax credit application made. The

remaining €0.3 million (2024: €nil) relates to an Enterprise Ireland grant received in 2025 for the Group’s platform

modernisation project. This has been recognised in line with the Group’s accounting policy where grants receivable

are recognised in the period in which there is reasonable assurance that Group have complied with the conditions

attaching to the grant.

Auditor’s Remuneration

KPMG were appointed as statutory auditors on 09 May 2023. Current year and prior year services and fees are set

out below for services obtained from the Group’s auditor KPMG.

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €’000 | €’000 |
| Fees payable for the statutory audit of the Company and consolidated financial statements | 62 | 62 |
| Fees payable for other services: |  |  |
| – statutory audit of subsidiary undertakings | 256 | 181 |
| – tax advisory services | – | – |
| – audit related assurance services | – | – |
| – corporate finance services | – | – |
| – other assurance services | 15 | – |
| Total | 333 | 243 |

In the current year statutory audit services includes one off audit fees relating to the acquisition of OccasionGenius Inc.

Other assurance services comprise non-audit work performed by KPMG in connection with a review of an Enterprise

Ireland grant claim, as approved by the Audit Committee.

5. Exceptional Items

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Acquisition and integration costs | 1.3 | – |
| Total | 1.3 | – |

Exceptional items in the current year relate to acquisition and integration costs incurred following the acquisition of

OccasionGenius Inc., a US-based B2B event discovery platform in October 2025 (see note 14). These costs primarily

comprise of acquisition costs relating to professional and advisory fees of €1.2 million and integration costs of

€0.1 million incurred to date.

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Financial Statements

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Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

190

6. Staff Costs

The average monthly number of people employed (including Executive Directors) was as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Average number of persons employed: |  |  |
| Sales and enabling | 103 | 94 |
| Technical | 157 | 134 |
| Total | 260 | 228 |

The aggregate remuneration costs of these employees is analysed as follows:

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Staff costs comprise: |  |  |  |
| Wages and salaries |  | 19.1 | 17.7 |
| Social security costs |  | 2.7 | 2.2 |
| Pensions costs |  | 0.6 | 0.5 |
| Other benefits |  | 0.7 | 0.5 |
| Share option charge | 24 | 1.5 | 1.8 |
|  |  | 24.6 | 22.7 |
| Capitalised development labour | 11 | (5.5) | (3.7) |
| Total |  | 19.1 | 19.0 |

Capitalised development labour includes €5.5 million (2024: €3.7 million) of employee costs capitalised. Increase year

on year is driven by an increased number of personnel, wage inflation and the nature of 2025 projects completed.

7. Other Income

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Provision release | – | 1.3 |
| Total | – | 1.3 |

Amount in the prior year relates to a revision in the probability of payment and subsequent release of a balance

sheet provision for amounts owed to customers from bookings cancelled due to COVID-19 related travel

restrictions. The Group have determined that the possibility of an outflow of economic benefit is remote despite

attempts to settle payment.

8. Finance Costs

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Finance costs – bank debt | 22 | 0.1 | 0.4 |
| Finance costs – warehoused debt |  | – | (0.2) |
| Finance costs – other |  | – | 0.1 |
| Total |  | 0.1 | 0.3 |

In the prior year, a credit of €0.2 million was recognised relating to interest previously accrued on the balance of

warehoused payroll tax liabilities, which had not been paid. The Irish Revenue Commissioners had announced that

the applicable interest rate on these liabilities would be reduced to 0%, resulting in the write-off of any previously

accrued interest.

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191

9. Tax

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Corporation tax: |  |  |  |
| Current year charge |  | 0.3 | 0.3 |
| Origination and reversal of temporary differences | 13 | 1.1 | 1.7 |
| Total |  | 1.4 | 2.0 |

Corporation tax is calculated at 12.5% (2024: 12.5%) of the taxable profit for the year. The Irish 12.5% corporation tax

rate has been used as this is the rate at which most of the Group’s profits are taxed. Tax for other jurisdictions is

calculated at the rates prevailing in the respective jurisdictions. The corporation tax charge that arises relates

primarily to international operations where tax losses from our Irish operations cannot be utilised.

The charge for the year can be reconciled to the Consolidated Income Statement as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Profit before tax on continuing operations | 8.4 | 11.1 |
| Tax at the Irish corporation tax rate of 12.5% (2024: 12.5%) | 1.0 | 1.4 |
| Effects of: |  |  |
| Tax effect of expenses that are not deductible in determining taxable profit | – | 0.5 |
| Tax effect of losses utilised | (0.3) | (0.4) |
| Tax effect of losses and excess management expenses carried forward | 0.1 | – |
| Tax effect of income taxed at different rates | 0.1 | – |
| Depreciation and amortisation (less) than capital allowances | (0.8) | (1.3) |
| Effect of different tax rates of subsidiaries operating in other jurisdictions | 0.2 | 0.1 |
| Net Movement of deferred tax asset (note 13) | 1.1 | 1.7 |
| Total | 1.4 | 2.0 |

Tax effect of expenses that are not deductible in determining taxable profit was €45k in the current year (2024:

€0.5 million). In the current year, such expenses comprised of exceptional items and share based payment expenses,

which were largely offset by increased development labour capitalised. In the prior year tax, non-deductible expenses

primarily related to share-based payment expenses and the impairment of an investment in an associate.

Depreciation and amortisation (less) than capital allowances decreased to €0.8 million

(2024: €1.3 million), reflecting

reduced utilisation of capital allowances on intangible assets carried forward, consistent with the timing of taxable

profits in the year.

10. Earnings Per Share

Basic earnings per share is computed by dividing the profit for the year after tax available to ordinary shareholders

by the weighted average number of ordinary shares outstanding during the year.

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Profit for the year (€m) | 7.0 | 9.1 |
| Weighted average number of shares in issue (m) | 125.4 | 124.5 |
| Basic earnings per share (euro cent) | 5.63 | 7.28 |

Diluted earnings per share is computed by adjusting the weighted average number of ordinary shares in issue to

assume conversion of all potential dilutive ordinary shares. Share options and share awards (note 24) are the Company’s

only potential dilutive ordinary shares.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

10. Earnings Per Share

continued

192

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Weighted average number of ordinary shares in issue (m) | 125.4 | 124.5 |
| Effect of dilutive potential ordinary shares: |  |  |
| Share options (m) | 4.3 | 4.9 |
| Weighted average number of ordinary shares for the purpose of diluted earnings per share (m) | 129.7 | 129.4 |

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Profit for the year (€m) | 7.0 | 9.1 |
| Weighted average number of ordinary shares for the purpose of diluted earnings per share (m) | 129.7 | 129.4 |
| Diluted earnings per share (euro cent) | 5.44 | 7.01 |

11. Intangible Assets

The table below shows the movements in intangible assets for the year:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | Affiliate and | Capitalised |  |
|  |  | Domain and |  | Customer | Development |  |
|  | Goodwill | Trade Names | Technology | Contracts | Costs | Total |
|  | €m | €m | €m | €m | €m | €m |
| Cost |  |  |  |  |  |  |
| Balance at 01 January 2024 | 47.2 | 214.8 | 14.1 | 5.5 | 30.9 | 312.5 |
| Additions | – | – | – | – | 5.5 | 5.5 |
| Balance at 31 December 2024 | 47.2 | 214.8 | 14.1 | 5.5 | 36.4 | 318.0 |
| Acquisition of subsidiary | 2.1 | 0.6 | 6.2 | 0.5 | – | 9.4 |
| Additions | – | – | – | – | 7.6 | 7.6 |
| Balance at 31 December 2025 | 49.3 | 215.4 | 20.3 | 6.0 | 44.0 | 335.0 |
| Accumulated amortisation |  |  |  |  |  |  |
| and impairment loss |  |  |  |  |  |  |
| Balance at 01 January 2024 | (29.4) | (173.9) | (14.1) | (5.5) | (23.1) | (246.0) |
| Charge for year | – | (4.9) | – | – | (3.6) | (8.5) |
| Balance at 31 December 2024 | (29.4) | (178.8) | (14.1) | (5.5) | (26.7) | (254.5) |
| Charge for year | – | (3.9) | (0.2) | – | (4.9) | (9.0) |
| Balance at 31 December 2025 | (29.4) | (182.7) | (14.3) | (5.5) | (31.6) | (263.5) |
| Carrying amount |  |  |  |  |  |  |
| At 31 December 2024 | 17.8 | 36.0 | – | – | 9.7 | 63.5 |
| At 31 December 2025 | 19.9 | 32.7 | 6.0 | 0.5 | 12.4 | 71.5 |

Capitalised Development Costs

Additions to capitalised development costs during the year comprised internal staff costs of €5.5 million (2024:

€3.7 million) and other internally generated additions of €2.1 million (2024: €1.8 million). Development costs have

been capitalised in accordance with IAS 38 Intangible Assets and, for dividend purposes, are not treated as a

realised loss.

The carrying value of capitalised development costs at 31 December 2025 was €12.4 million (2024: €9.7 million). The

useful life of development costs varies by project, ranging from 2–5 years. An annual impairment review is performed

to ensure that the expected economic benefits of each project are being realised. Steps involved within the impairment

review include consideration of whether the project remains aligned to the Group’s strategic objectives and roadmaps,

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193

assessment of actual performance of the related product or functionality compared to original forecasts, review of key

performance indicators (e.g. booking volumes, conversion rates, customer engagement metrics or cost efficiencies

achieved, as applicable), consideration of technological obsolescence, platform changes or replacement initiatives

and assessment of any changes in the competitive, regulatory or economic environment that may adversely affect

expected future benefits. Where indicators of impairment are identified, the recoverable amount is determined as

the higher of value in use and fair value less costs of disposal. No impairment indicators were identified in the current

or the prior year, and no impairment losses were recognised.

Goodwill

The carrying value of goodwill at 31 December 2025 was €19.9 million (2024: €17.8 million), relating primarily to the

Group’s investment in Hostelworld in 2009. Goodwill has an indefinite useful life and is subject to annual impairment

testing or more frequent testing if indicators of impairment arise. Following impairment testing on the Group’s

investment in Hostelworld, based on the assumptions described below, no impairment was recognised in 2025 or

2024. Additions of €2.1m relate to the acquisition of OccasionGenius Inc., with further detail is set out below.

Other Intangible Assets

The carrying value of the Group’s domain and trade names, technology assets, and affiliate and customer contracts

at 31 December 2025 was €39.2 million (2024: €36.0 million). Additions of €7.3 million relate to the acquisition of

OccasionGenius Inc.

Cash Generating Units (“CGUs”):

Goodwill and other intangible assets are allocated to two CGUs:

Hostelworld CGU

– comprising goodwill, intellectual property, trademarks, domains, apps, and the back-end property

management system and technology used by hostels. This CGU reflects the Group’s primary trading brand, where

investment and marketing are concentrated.

OccasionGenius Inc. CGU

– comprising goodwill and intangible assets relating to technology, customer contracts,

and the trade name acquired in 2025.

Goodwill arising on the acquisition of OccasionGenius Inc. of €2.1 million has been allocated between the Hostelworld

CGU (€1.4 million) and the OG CGU (€0.7 million). This allocation reflects the CGUs expected to benefit from the

synergies of the acquisition, including enhanced booking volumes, revenue growth opportunities, workforce and

technology integration. The allocation was performed based on the relative forecast cash flows of the benefiting

CGUs and is consistent with the level at which management monitors goodwill for internal management purposes.

Value in Use – Hostelworld CGU:

The recoverable amount of the goodwill and intellectual property allocated to the Hostelworld CGU are determined

based on a value in use basis. The key assumptions for calculating value in use of the CGU are discount rates,

growth rates and cash flows as described below. All three assumptions are based on the Group’s budgeting and

forecasting process which we describe in detail.

Current Year Discount Rate Applied:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Pre-tax discount rate | 15.99% | 16.68% |
| Post-tax discount rate | 12.1% | 12.90% |

Discount rates are based on the Group’s weighted average cost of capital (“WACC”), calculated using the Capital

Asset Pricing Model adjusted for the Group’s beta and size premium. Post-tax cash flows are discounted using

post-tax rates, applying the Irish corporation tax rate of 12.5%. The year-on-year decrease reflects a reduction in

the equity risk premium.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

11. Intangible Assets

continued

194

Cash Flows:

The cash flow projections are based on our Board approved 2026 budget and two-year outlook, and further two years

of management projections described previously and is consistent with the forecasts used for the Group’s review of

deferred tax recoverability, going concern and viability assessments.

Cash flow projections reflect historical performance, core strategic initiatives, and future trends, including platform

modernisation and improving OTA competitiveness. Capital expenditure requirements and working capital movements

are included. Climate-related risks are considered in line with the Group’s accounting policies.

Growth Rates:

Growth rates applied to the Board approved 2026 budget and two-year outlook, and further two years of management

projections range from 3% to 7% (2024: 7% to 14%). A terminal growth rate of 2% (2024: 2%) has been applied, in

line with the long-term industry average.

Sensitivity Analysis:

Sensitivity testing was performed on key assumptions, including: a 5% increase in the discount rate, a 10% decline in

revenue in each year, and nil terminal growth. No impairment arose under these scenarios. Sensitivities were tested

in isolation and in combination; significant headroom exists. Post-tax discount rates would need to increase by 22.3%

to trigger an impairment, a scenario considered highly unlikely.

Fair Value Less Costs of Disposal – OccasionGenius Inc. CGU:

The recoverable amount of the goodwill and intangible assets comprising the OccasionGenius Inc. CGU has been

determined based on fair value less costs of disposal. The valuation incorporates significant unobservable inputs,

including forecast revenues, adjusted EBITDA margins and discount rates, and is therefore categorised as Level 3

within the IFRS 13 fair value hierarchy. The forecast period used in the discounted cash flow model is nine years,

reflecting the expected period over which the business will be integrated and mature.

Key assumptions:

The key assumptions considered in calculating this fair value are revenue growth rates, adjusted EBITDA margins,

and the discount rate. Revenue projections and adjusted EBITDA margins are forecasted with reference to historical

performance, strategic initiatives, and future trends. Revenue growth rates applied range from over 200% in year 1,

reflecting the integration of OccasionGenius Inc. into Hostelworld, gradually normalising to 2% over the forecast

period. Adjusted EBITDA margins range from 6% in the early years, reflecting significant investment in resources and

marketing, increasing to 50% as the business matures.

The discount rate is based on the Company’s weighted average cost of capital (WACC), calculated using the Capital

Asset Pricing Model adjusted for the Company’s beta and size premium. Post-tax cash flows are discounted using

post-tax discount rates, applying a blended tax rate of 17% reflecting reflecting the expected geographic mix of

future taxable profits.

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Discount rate applied:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
| Pre-tax discount rate | 22.1% | n/a |
| Post-tax discount rate | 18.1% | n/a |

Costs of disposal have been considered in the calculation of fair value less costs of disposal but are not material to

the recoverable amount.

Sensitivity Analysis:

Sensitivity testing was performed on key assumptions, including: a 5% increase in the discount rate, a 10% decline

in revenue in each year, and a 5% decline in adjusted EBITDA margins. No impairment arose under these scenarios.

12. Property, Plant and Equipment

The table below shows the movements in property, plant and equipment for the year:

|  |  |
| --- | --- |
|  |  |
|  | Right-of-use |  |  |
|  | Assets |  |  |
|  | (Leasehold | Computer |  |
|  | Property) | Equipment | Total |
|  | €m | €m | €m |
| Cost |  |  |  |
| Balance at 01 January 2024 | 1.4 | 0.4 | 1.8 |
| Additions | 0.5 | 0.1 | 0.6 |
| Disposals | (1.2) | (0.1) | (1.3) |
| Balance at 31 December 2024 | 0.7 | 0.4 | 1.1 |
| Additions | 1.0 | 0.2 | 1.2 |
| Disposals | (0.7) | – | (0.7) |
| Balance at 31 December 2025 | 1.0 | 0.6 | 1.6 |
| Accumulated depreciation |  |  |  |
| Balance at 01 January 2024 | (0.8) | (0.2) | (1.0) |
| Charge for year | (0.5) | (0.1) | (0.6) |
| Disposals | 0.9 | 0.1 | 1.0 |
| Balance at 31 December 2024 | (0.4) | (0.2) | (0.6) |
| Charge for year | (0.4) | (0.1) | (0.5) |
| Disposals | 0.7 | – | 0.7 |
| Balance at 31 December 2025 | (0.1) | (0.3) | (0.4) |
| Carrying amount |  |  |  |
| At 31 December 2024 | 0.3 | 0.2 | 0.5 |
| At 31 December 2025 | 0.9 | 0.3 | 1.2 |

Right-of-use assets relate to the Group’s lease commitments for office space in Ireland, Portugal, Australia, Thailand

and China. Further detail is included in note 15. The average remaining lease term of leases entered at 31 December

2025 is 1.5 years (2024: less than one year).

Disposals in the current year relating to an exit of a lease agreement for the Dublin office as the Group moved location.

Additions in the current year relate to new lease agreements entered in Dublin, Portugal, China, Thailand and Australia.

The maturity analysis of lease liabilities is presented in note 15.

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Financial Statements

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Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

196

13. Deferred Tax

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during

the current and prior reporting year.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  | Intangible assets |  |
|  |  |  |  | acquired in |  |
|  | Intangible | Losses and | Total Deferred | a business | Total Deferred |
|  | Assets | Interest Relief | Tax Asset | combination | Tax Liability |
|  | €m | €m | €m | €m | €m |
| At 01 January 2024 | 10.0 | 5.5 | 15.5 | – | – |
| Charge to income statement | (1.3) | (0.4) | (1.7) | – | – |
| At 01 January 2024 | 8.7 | 5.1 | 13.8 | – | – |
| Initial recognition on business combination | – | 1.0 | 1.0 | (1.2) | (1.2) |
| Charge to income statement | (0.8) | (0.3) | (1.1) | – | – |
| At 31 December 2025 | 7.9 | 5.8 | 13.7 | (1.2) | (1.2) |

Deferred tax assets primarily relate to the carry forward of unused tax losses and capital allowances. The recoverability

of the deferred tax assets is considered a key area of estimation uncertainty with further detail set out in note 2.

In connection with the acquisition of OccasionGenius Inc., the Group recognised a deferred tax asset of €1.0 million

(2024: €nil) in respect of historic US trading losses. These losses have no expiry date. The deferred tax asset has

been recognised on the basis that it is probable that sufficient future taxable profits will be available in the relevant

US tax jurisdiction against which the losses can be utilised. This assessment is consistent with the cash flow forecasts

prepared as part of the purchase price allocation. The deferred tax asset has been measured using the applicable

US corporate income tax rate of 25%.

In the current year, the Group also recognised a deferred tax liability of €1.2 million arising on the acquisition of

OccasionGenius Inc. The liability relates to temporary differences recognised on the identifiable intangible assets

recorded as part of the purchase price allocation.

The Groups deferred tax liability on lease commitments is not material to disclose.

The total tax charge in future periods will be affected by any changes to the applicable tax rates in force in

jurisdictions in which the Group operates and other relevant changes in tax legislation.

14. Business Combinations

On 20 October 2025, the Group acquired 100% of the issued share capital of OccasionGenius Inc., a US-based B2B

event discovery platform. The acquisition was completed for total cash consideration of $12.0 million (€10.3 million),

subsequently reduced to $11.7 million (€10.1 million) following customary post-closing adjustments.

Included in the share purchase agreement is a holdback of €0.8 million in respect of potential claims or post-closing

liabilities. This amount is payable in two equal instalments on the first and second anniversaries of the acquisition

date, subject to the absence of unresolved claims. The holdback is fixed in nature and contains no contingent or

performance-related features. The amount has been classified as purchase consideration. The notional value at

which it has been recognised materially approximates its fair value.

In addition, the share purchase agreement includes an employment retention arrangement with the Chief Executive

Officer amounting to €0.7 million. This amount is payable in two equal instalments on the first and second

anniversaries of the acquisition date, subject to the CEO’s continued employment and intended to support ongoing

business stability. This amount has not been classified as purchase consideration and is recognised as an expense

in the Consolidated Income Statement over the two-year service period, in accordance with IFRS.

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|  |  |
| --- | --- |
|  |  |
|  | €m |
| Agreed purchase price | 10.3 |
| Employer retention arrangement | (0.7) |
| Closing Adjustments | (0.3) |
| Total purchase consideration | 9.3 |

The acquisition supports the Group’s growth strategy as outlined at the Capital Markets Day in April 2025. It enhances

the Group’s social strategy by accelerating the development of its events capability through immediate access to

structured global event data, enabling expansion from accommodation into events, strengthening community

engagement, and supporting the Group’s broader social monetisation strategy.

Goodwill arising on acquisition reflects the value of the assembled workforce and the expected synergies from

increased growth in social members, bookings and social network revenues, together with the anticipated expansion

of OccasionGenius Inc.’s existing revenues beyond its current customer base. The goodwill recognised is not expected

to be deductible for tax purposes.

|  |  |
| --- | --- |
|  |  |
|  | €m |
| Cash paid | 8.5 |
| Add: provision for holdback of proceeds | 0.8 |
| Total purchase consideration | 9.3 |
| Less: fair value of net assets acquired | (7.2) |
| Goodwill | 2.1 |

The table below presents the provisional fair values of the identifiable assets acquired and liabilities assumed at the

acquisition date.

|  |  |
| --- | --- |
|  |  |
|  | Notes | €m |
| Intangible assets – Technology | 11 | 6.2 |
| Intangible assets – Customer contracts | 11 | 0.5 |
| Intangible assets – Trade name | 11 | 0.6 |
| Cash and cash equivalents | 17 | 0.2 |
| Trade and other receivables | 16 | 0.1 |
| Deferred tax asset | 13 | 1.0 |
| Accruals and other payables | 21 | (0.2) |
| Deferred tax liability | 13 | (1.2) |
| Fair value of net assets acquired |  | 7.2 |

The deferred tax liability recognised on acquisition arises from taxable temporary differences associated with the

identifiable intangible assets recognised as part of the purchase price allocation. A blended tax rate of 17% has

been applied, reflecting the expected geographic mix of future taxable profits, which are anticipated to be subject

to corporate income tax at 25% in the United States and 12.5% in Ireland.

The deferred tax asset recognised relates to tax losses held by OccasionGenius Inc., which are available to offset

against future taxable profits in the United States. The deferred tax asset has been measured using the applicable

US corporate income tax rate of 25%.

The acquired technology intangible asset was valued using the multi-period excess earnings method and is being

amortised over a useful life of eight years. Customer contracts were valued using an adjusted discounted cash flow

approach and are being amortised over a useful life of five years. The acquired trade name was valued using a

relief-from-royalty method and is being amortised over a useful life of five years.

From the acquisition date to the reporting date, OccasionGenius Inc. contributed revenue of €0.2 million and a loss

of €0.1m. Had the acquisition occurred on 01 January 2025, Group revenue and Group profit for the year ended

31 December 2025 would have been €94.8 million and €7.3 million, respectively.

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Financial Statements

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Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

198

15. Lease Liabilities

Lease liabilities relate to the Group’s lease commitments for office space in Ireland, Portugal, Australia, Thailand

and China.

The movement in the Group’s right-of-use assets relating to additions and disposals during the period is set out in

note 12. The movement in the Group’s lease liabilities during the period is as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Opening lease liability | 0.3 | 0.6 |
| Additions | 1.1 | 0.5 |
| Disposals | – | (0.3) |
| Payments | (0.5) | (0.5) |
| Closing lease liability | 0.9 | 0.3 |

Total cash outflows for lease payments, including related foreign exchange differences, amounted to €0.5 million

(2024: €0.5 million). Lease liabilities are settled according to defined payment schedules, and based on cash flow

forecasts, the Group does not anticipate any significant liquidity risk. Lease interest expense is immaterial to

separately disclosed.

The Group has used the following practical expedients permitted by the standard on transition and at each reporting

date – the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, the accounting

for operating leases with a remaining lease term of less than 12 months as short-term leases and the use of hindsight

in determining the lease term where the contract contains options to extend or terminate the lease.

At 31 December 2025, the Group is not committed to any short-term leases (2024: €nil).

The maturity analysis of these lease liabilities is as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Maturity analysis |  |  |
| Within one year | 0.4 | 0.3 |
| Between one and five years | 0.5 | – |
| Total | 0.9 | 0.3 |

Amounts recognised in Consolidated Income Statement:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Depreciation expense on right-of-use assets | 0.4 | 0.5 |
| Total | 0.4 | 0.5 |

These liabilities are classified in the Consolidated Statement of Financial Position as:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Non-current lease liabilities | 0.5 | – |
| Current lease liabilities | 0.4 | 0.3 |
| Total | 0.9 | 0.3 |

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16. Trade and Other Receivables

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Amounts falling due within one year |  |  |
| Trade receivables | 0.5 | 1.2 |
| Prepayments and other receivables | 2.1 | 1.8 |
| Value added tax | 1.6 | 1.5 |
| Total | 4.2 | 4.5 |

The carrying value of trade and other receivables is considered to approximate their fair value due to their short-term

nature. Trade receivables are non-interest bearing, with an average collection period of 4 days (2024: 4 days), and

primarily relate to amounts due from the Group’s payment processing agents, payable within 5 days.

The Group recognises lifetime expected credit losses (“ECLs”) for aged trade receivables using a provision matrix

based on historical experience, adjusted for debtor-specific factors, macroeconomic conditions, outstanding debt

volumes, and, where relevant, the time value of money. ECLs for the current and prior year were immaterial

(<€0.1 million) and are not separately disclosed.

Value added tax is an amount recoverable from the Irish Revenue Commissioners, relating to vat recoverable on

services paid to vendors.

17. Cash and Cash Equivalents

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Current assets |  |  |
| Cash and cash equivalents | 12.2 | 8.2 |
| Total | 12.2 | 8.2 |

Balance of cash and cash equivalents comprise of cash and short-term bank deposits only.

18. Share Capital

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | No of shares of €0.01 each | Ordinary shares | Share premium | Total |
|  | (thousands) | €m | €m | €m |
| At 31 December 2024 | 124,990 | 1.3 | 14.4 | 15.7 |
| Share issue – RSU | 2,288 | – | – | – |
| Cancellation of own shares – share buyback | (3,062) | (0.1) | – | (0.1) |
| At 31 December 2025 | 124,216 | 1.2 | 14.4 | 15.6 |

The Group has one class of ordinary shares, which carry no right to fixed income. All shares are allotted, called up,

fully paid, and listed on the London Stock Exchange and Euronext Dublin. Share capital is represented by the share

capital of the parent company, Hostelworld Group plc.

During the year, 2,287,540 shares were issued on 1 May 2025 to satisfy RSU 2022 awards at €0.01 per share, with

a total value of €23k.

On 19 June 2025, the Group announced a share buyback programme in line with its capital allocation framework.

By 31 December 2025, 3,061,809 shares had been repurchased at a cost of €4.5 million and cancelled in accordance

with the programme. The total nominal value of ordinary shares repurchased and subsequently cancelled is €31k.

Shares repurchased by the Company are recognised as treasury shares, until they are cancelled. At 31 December

2025 no treasury shares were held and all shares purchased during the period had been cancelled. Treasury shares

do not carry voting rights and are not entitled to dividends. The share repurchase programme was executed on the

Company’s behalf by an independent third-party broker under an irrevocable, non-discretionary agreement. Shares

were acquired on the open market and settled in cash.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

200

19. Other Reserves

The analysis of movement in reserves is shown in the Statement of Changes in Equity.

Reconciliation and movement of amounts included in other reserves are set out below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Foreign Currency | Capital | Share-based |  |
|  | Translation | Redemption | Payment | Total Other |
|  | Reserve | Reserve | Reserve | Reserves |
|  | €m | €m | €m | €m |
| Balance at 01 January 2024 | – | – | 2.9 | 2.9 |
| Transfer of exercised and expired share-based awards | – | – | (1.7) | (1.7) |
| Credit to equity for equity settled share-based payments | – | – | 1.8 | 1.8 |
| Balance at 31 December 2024 | – | – | 3.0 | 3.0 |
| Transfer of exercised and expired share-based awards | – | – | (2.2) | (2.2) |
| Credit to equity for equity settled share-based payments | – | – | 1.5 | 1.5 |
| Cancellation of own shares – share buyback | – | 0.1 | – | 0.1 |
| Balance at 31 December 2025 | – | 0.1 | 2.3 | 2.4 |

Foreign Currency Translation Reserve

The foreign currency reserve reflects the foreign exchange gains and losses arising from the translation of the

Group’s net investment in foreign operations. Exchange differences on translation of foreign operations amounted

to a loss of €29k for the current year (2024: gain of €12k) which is not considered material for disclosure above.

Share-based Payment Reserve

The share-based payment reserve reflects the equity settled share-based payment plans in operation by the Group

(note 24).

Capital Redemption Reserve

Other reserves include a Capital Redemption Reserve of €31k (2024: €nil), created in accordance with the Companies

Act 2006 following the redemption of shares during 2025. The reserve represents an amount equal to the nominal

value of the shares redeemed out of distributable profits and is non-distributable.

20. Warehoused Payroll Taxes

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Opening balance | 6.2 | 9.6 |
| Repayments made | (2.7) | (3.2) |
| Finance costs (unwind) | – | (0.2) |
| Closing balance | 3.5 | 6.2 |

The Group participated in the Irish Revenue tax warehousing scheme, deferring employer taxes arising from February

2021 to March 2022. The total warehoused liability at 31 December 2025 was €3.5 million (2024: €6.2 million). An

initial 15% payment was made in May 2024, with subsequent monthly payments of €0.2 million over a three-year

period to April 2027. The liability is classified between current and non-current in line with the repayment schedule.

In the prior year, accrued finance costs were released following confirmation from the Irish Revenue Commissioners

that no interest would be charged on the facility.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Non-current liability | 0.8 | 3.5 |
| Current liability | 2.7 | 2.7 |
| Total | 3.5 | 6.2 |

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

201

21. Trade and Other Payables

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Current liabilities |  |  |  |
| Trade payables |  | 3.7 | 4.1 |
| Accruals and other payables |  | 5.0 | 5.2 |
| Customer provisions |  | 0.1 | 0.1 |
| Holdback provision | 14 | 0.9 | – |
| Deferred revenue |  | 3.2 | 3.5 |
| Payroll taxes (non-warehoused) |  | 0.7 | 0.7 |
| Total |  | 13.6 | 13.6 |

The Group’s average credit period for trade payables is 18 days (2024: 21 days). The Directors consider the carrying

amount of trade and other payables to approximate their fair value.

Customer provisions of €0.1 million (2024: €0.1 million) relate to vouchers and incentives for future bookings, reflecting

the expected value of redemption. The provision is based on the probability of customer usage and has not been

discounted, as it is not material.

At 31 December 2025, deferred revenue comprised €3.1 million for free cancellation bookings (2024: €3.2 million),

€0.1 million for featured listings (2024: €0.2 million), and €nil for

Roamies

(2024: €0.1 million).

Unpaid pension contributions are included within accruals and other payables and are not material to disclose separately.

Movement in deferred revenue relating to free cancellation bookings:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Opening balance | 3.2 | 3.4 |
| Revenue deferred during year | 54.8 | 56.9 |
| Revenue recognised during year | (41.9) | (43.7) |
| Amount reversed during year relating to cancellations | (13.0) | (13.4) |
| Closing balance | 3.1 | 3.2 |

22. Borrowings

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Opening balance | – | 10.2 |
| Drawdown | 10.3 | – |
| Repayments | – | (10.3) |
| Transaction costs | (0.1) | – |
| Finance costs | 0.1 | 0.4 |
| Finance interest paid | – | (0.3) |
| Total | 10.3 | – |

On 20 October 2025, the Group entered into a three-year facility with Allied Irish Banks, plc (“AIB”), comprising a

€10.3 million term loan drawn to fund the acquisition of OccasionGenius Inc. The term loan bears interest at a fixed

margin of 2.2% over EURIBOR. Transaction costs of €0.1 million incurred in connection with the debt facility have

been capitalised and are being amortised over the term of the facility.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

22. Borrowings

continued

202

The new debt facility has two covenants included.

1.

Cashflow Cover – defined as the ratio of Cashflow to Debt Service for the relevant period. This ratio must not

be less than 1.2:1.

2.

Adjusted Leverage – defined as the ratio of Net Debt as at the last day of the relevant period to Adjusted

EBITDA for that period. This ratio must not exceed 3.0:1.

The initial covenant testing period is the twelve months ending 30 June 2026. Thereafter, the covenants are tested

on a rolling twelve-month basis, with each testing date falling on or around the last day of each financial half-year.

The Group monitors compliance with these covenants on an ongoing basis through its forecasting and budgeting

processes. At the reporting date, the Directors are satisfied that the Group is expected to remain in compliance with

its covenant requirements for the foreseeable future.

During the prior year, the Group repaid in full its existing three-year term loan with AIB (€1.7 million in 2023 and

€8.3 million in 2024) and a €7.5 million revolving credit facility (€5.5 million in 2023 and €2.0 million in 2024). At the

date of repayment, all associated security and covenant requirements were released and no early repayment fees

were incurred.

The Group continues to maintain an undrawn €2.5 million overdraft facility with AIB, which is retained for liquidity

and operational flexibility.

Borrowings are classified in the Consolidated Statement of Financial Position as:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €m | €m |
| Non-current borrowings | 9.2 | – |
| Current borrowings | 1.1 | – |
| Total | 10.3 | – |

Change in liabilities arising from financing activities:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Lease liabilities |  |  |
|  | (note 15) | Borrowings | Total debt |
|  | €m | €m | €m |
| At 01 January 2024 | (0.6) | (10.2) | (10.8) |
| Financing cash flows | 0.5 | 10.3 | 10.8 |
| Interest paid (operating activities) | – | 0.3 | 0.3 |
| Other non-cash movements | (0.2) | (0.4) | (0.6) |
| Balance at 31 December 2024 | (0.3) | – | (0.3) |
| Financing cash flows | 0.5 | (10.3) | (9.8) |
| Interest paid (operating activities) | – | – | – |
| Other non-cash movements | (1.1) | – | (1.1) |
| Balance at 31 December 2025 | (0.9) | (10.3) | (11.2) |

Other non-cash movements for lease liabilities in 2025 and 2024 relate to additions, disposals, lease interest,

a modification and a lease term remeasurement. Other non-cash movements for borrowings in 2025 and 2024

relate to finance costs capitalised on the AIB term loan facility.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

203

23. Contingencies

In the ordinary course of business, the Group may be subject to indirect taxes on its services in certain overseas

jurisdictions. These matters are kept under ongoing review by the Directors and management. While the ultimate

outcome remains uncertain, no provision has been recognised as the Directors consider it not probable that a material

liability will arise.

24. Share‑based Payments

During the year, the Group recognised a total expense of €1.5 million (2024: €1.8 million) in respect of equity-settled

share-based payment arrangements, in the Consolidated Income Statement. Of this amount, €0.8 million (2024:

€0.7 million) related to the Long-Term Incentive Plan (“LTIP”) and €0.7 million

(2024: €1.1 million) related to the Group’s

Restricted Share Unit (“RSU”) scheme. All share-based payment arrangements are accounted for as equity-settled

under IFRS 2 Share-based Payment.

LTIP

The Group operates an LTIP for Executive Directors and selected members of senior management.

On 24 March 2025, the Group granted 1,564,735 nil-cost share options under LTIP 2025. These awards will vest on

23 March 2028, subject to the achievement of performance conditions based on adjusted earnings per share (“EPS”)

and absolute total shareholder return (“TSR”) over a three-year performance period. In the prior year, on 03 May 2024,

1,909,075 nil cost options were granted as part of LTIP 2024. These options will vest on 02 May 2027 subject to

meeting performance conditions of EPS performance and absolute total shareholder return TSR of the Group over

a three-year period.

No LTIP grant vested in 2025, and the next vesting is expected in May 2027. In the prior year, LTIP 2021 vested at

100% in April 2024 with a total of 1,345,870 share awards. Vesting was contingent on the achievement of three

performance conditions, all of which were met in full, relating to adjusted EBITDA over the three-year period from

2020 to 2023, Counter App sign-ups, and customer value to customer acquisition cost ratios.

If the conditions are met under the LTIP plans in place, the remaining awards will vest on the later of the third

anniversary of the grant and the determination of the performance condition and will then remain exercisable until

the seventh anniversary of the date of grant, provided the individual remains an employee or officer of the Group

or is subject to good leaver provisions. Further detail of the above schemes are set out within the Remuneration

Committee report on pages 133 to 154.

Details of the share options outstanding during the year are as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | No. of | No. of |
|  | Share options | Share options |
| Outstanding at beginning of year | 1,909,075 | 1,345,870 |
| Granted during the year | 1,564,735 | 1,909,075 |
| Forfeited or expired during the year | (264,610) | – |
| Exercised during the year | – | (1,345,870) |
| Outstanding at the end of the year | 3,209,200 | 1,909,075 |
| Exercisable at the end of the year | – | – |

All LTIP awards lapse if a participant ceases to be an employee or officer of the Group prior to vesting, unless good-

leaver provisions apply. The exercise price of all LTIP awards is £nil.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

24. Share‑based Payments

continued

204

The fair value of TSR-based awards is measured at the grant date using a Monte Carlo simulation model. Expected

volatility is determined based on the market performance of the Company over the 36-month period prior to grant.

Market-based performance conditions are reflected in the fair value at grant date, while non-market performance

conditions are excluded from the valuation and are instead reflected through adjustments to the number of awards

expected to vest.

LTIP valuation assumptions at grant date:

|  |  |  |  |
| --- | --- | --- | --- |
| Year of Grant | 2025 | 2024 | 2021 |
| Year of potential vesting | 2028 | 2027 | 2024 |
| Number of share options granted | 1,564,735 | 1,909,075 | 2,336,885 |
| Share price at grant date | £1.28 | £1.62 | £1.00 |
| Exercise price per share option | £nil | £nil | £nil |
| Expected life | 3 years | 3 years | 3 years |
| Expected dividend yield | 0% | 0% | 0% |
| Expected volatility of Company share price (TSR) | 35.8% | 40.2% | n/a |
| Risk free interest rate (TSR) | 4.19% | 3.84% | n/a |
| Weighted average fair value at grant date (TSR) | £0.60 | £1.05 | £1.00 |
| Remaining weighted average life of options (years) | 2.2 | 1.3 | – |

RSU

RSU awards are granted to senior employees, and vesting is conditional upon the participant remaining in the Group’s

employment at the vesting date and achieving satisfactory personal performance.

On 24 March 2025, the Group granted 528,353 RSU awards. Subject to the vesting conditions being met, 15% of each

award vests on the first anniversary of the grant date, 30% on the second anniversary, and the remaining 50% on

the third anniversary.

RSU awards granted in 2022 vested on 1 May 2025, resulting in the issue of 2,287,540 shares. A total of 2,342,720

awards were included in the prior year disclosure, with 55,180 awards forfeited due to employees leaving the Group

between the reporting date and the vesting date.

RSU awards granted in 2023 vested on 1 February 2026, resulting in the issue of 565,794 shares. After the reporting

date, 41,371 awards were forfeited as the relevant employees did not achieve satisfactory performance ratings.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | No. of | No. of |
|  | Share Options | Share Options |
| Outstanding at the beginning of the period | 2,994,493 | 3,014,850 |
| Granted during the year | 528,353 | – |
| Exercised during the year | (2,287,540) | – |
| Forfeited | (152,481) | (20,357) |
| Outstanding at the end of the period | 1,082,825 | 2,994,493 |
| Exercisable at the end of the period | 607,165 | 2,342,720 |

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

205

At the grant date, the value per conditional award and the assumptions used in the calculations are as follows:

Year of Grant

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2023 |
| Year of potential vesting | 2028 | 2026 |
| Number of share options granted | 528,353 | 740,560 |
| Share price at grant date | £1.28 | £1.30 |
| Exercise price per share option | £nil | £nil |
| Weighted average fair value of awards granted | £1.28 | £1.30 |
| Expected life | 3 years | 3 years |
| Remaining weighted average life of options (years) | 2.2 | 0.1 |

25. Related Party Transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated

on consolidation and are not disclosed in this note.

Directors’ Remuneration

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Salaries, fees, bonuses and benefits in kind | 1.2 | 1.6 |
| Amounts receivable under long-term incentive schemes | 0.3 | 0.2 |
| Other remuneration | 0.1 | 0.4 |
| Pension contributions | 0.1 | 0.1 |
| Total | 1.7 | 2.3 |

Retirement benefit charges arise from pension payments relating to two Executive Directors (2024: 2). Other

remuneration of €0.1 million (2024: €0.4 million) relates to share-based payment expense in respect of the RSU

scheme operated in 2022.

Key Management Personnel

The Group’s key management comprise the Board of Directors and senior management having authority and

responsibility for planning, directing and controlling the activities of the Group.

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Short term benefits | 3.1 | 3.5 |
| Share-based payments charge | 0.8 | 1.0 |
| Post-employment benefits | 0.2 | 0.1 |
| Total | 4.1 | 4.6 |

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

206

26. Subsidiaries and Associates

Subsidiaries

The following is a list of the Company’s current investments in subsidiaries. There was one new subsidiary added

during 2025 as Hostelworld.com Limited acquired OccasionGenius Inc. on 20 October 2025. All subsidiaries have

the same reporting date as the Company being 31 December.

|  |  |
| --- | --- |
|  |  |
| Company | Ownership Interest/Holding | Nature of Business | Registered Office |
| Hostelworld.com Limited | 100% | Technology trading company | 8 Harcourt Street |
|  |  |  | Dublin |
|  |  |  | D02 AF58 |
|  |  |  | Ireland |
| Hostelworld Management | 100% | Management services company | 8 Harcourt Street |
| Services Limited |  |  | Dublin |
|  |  |  | D02 AF58 |
|  |  |  | Ireland |
| Hostelworld Services | 100% | Marketing and research and | Rua Antònio Nicolau D’Almeid |
| Portugal LDA |  | development services company | 45, 5 Floor |
|  |  |  | 4100–320 Oporto |
|  |  |  | Portugal |
| Hostelworld Business | 100% | Business information consulting | Unit 311, Block 1, Hostelworld |
| Consulting (Shanghai) |  | and marketing planning | Group Asia Office |
| Co., Limited |  |  | No.425 Yanping Road |
|  |  |  | Jing’an District |
|  |  |  | Shanghai |
|  |  |  | China |
| Hostelworld Services Limited | 100% | Marketing services and | One Chamberlain Square |
|  |  | technology trading company | Birmingham |
|  |  |  | B3 3AX |
|  |  |  | United Kingdom |
| OccasionGenius Inc. | 100% | Technology trading company | 601 N 23rd Street, |
|  |  |  | Richmond, |
|  |  |  | Virginia 23223 |
|  |  |  | United States |

Associates

At 31 December 2025, the carrying amount of the Group’s investment in associates was €nil (2024: €nil). The

investment is not considered individually material to the Group. The Group’s share of their loss recognised in the

Consolidated Income Statement for the year was €nil (2024: €0.1 million profit). The Group sold its investment in

Goki Pty Limited on 24 February 2026 for nominal consideration.

|  |  |
| --- | --- |
|  |  |
| Company | Ownership Interest/Holding | Nature of Business | Registered Office |
| Goki Pty Limited | 31.5% | Technology company | 17 Terrace Road, Dulwich Hill, |
|  |  |  | Sydney, NSW 2203, Australia |

The Group accounts for its investment in Goki Pty Limited using the equity method.

In the prior year, the Group recognised an impairment charge of €1.2 million, reducing the carrying value of the

investment to nil. The impairment was driven by a significant deterioration in Goki’s sales pipeline following COVID-19

and increased competitive pressures within its market. At 31 December 2025, the Group assessed whether there

were indicators that the impairment should be reversed. Based on Goki’s 2025 trading performance where Goki

was loss making and updated financial projections for 2026, management concluded that the recoverable amount

of the investment does not exceed its carrying amount. Accordingly, no impairment reversal has been recognised

in the current year.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

207

27. Financial Risk Management

The Group’s activities expose it to a variety of financial risks, including liquidity risk, credit risk, foreign exchange risk

and interest rate risk. The Directors manage the Group’s capital to ensure the Group can continue as a going concern

while maximising returns to shareholders. Financial risks are monitored centrally and reviewed regularly by the Board.

Liquidity Risk

Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group

manages liquidity risk through the preparation and review of rolling cash flow forecasts to ensure that sufficient

liquidity is maintained to meet operational requirements and comply with covenant obligations. Forecasts take

account of anticipated cash flows, committed capital expenditure and the Group’s debt financing arrangements.

On 20 October 2025, the Group entered a three-year term loan facility with AIB for €10.3 million to fund the acquisition

of OccasionGenius Inc. In the prior year, the Group repaid its legacy COVID-19 external bank debt facility, as

refinanced in 2023 with AIB, in full.

The Group’s policy is to maintain sufficient long-term funding to meet its obligations as they fall due and to ensure

compliance with all covenants. Liquidity risk is managed centrally and is reviewed regularly by the Board. The

Directors consider the Group’s liquidity risk to be low.

The table below summarises the contractual undiscounted cash flows of the Group’s financial liabilities by remaining

maturity at the reporting date. The Group had no material derivative financial liabilities in the current or prior year.

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Up to 1 year |  |  |
| Borrowings | 1.1 | – |
| Trade and other payables | 13.3 | 12.9 |
| Lease liabilities | 0.4 | 0.3 |
| Total up to 1 year | 14.8 | 13.2 |
| Between 2 and 4 years |  |  |
| Borrowings | 10.4 | – |
| Lease liabilities | 0.5 | – |
| Total between 2 and 4 years | 10.9 | – |
| Total | 25.7 | 13.2 |

Interest Rate Risk

Interest rate risk is the risk that movements in market interest rates will adversely affect the Group’s cash flows. The

Group’s exposure to interest rate risk arises from borrowings under its AIB facilities.

Under the current AIB term loan, the Group has fixed the EURIBOR rate at 2.219%, thereby mitigating exposure to

increases in market interest rates.

Sensitivity analysis has been performed to assess the impact on profit before tax of a 1% increase or decrease in

interest rates, with all other variables held constant. The impact in both the current and prior year was assessed to

be less than €0.1 million and is not considered material.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Notes to the Group Financial Statementscontinued

27. Financial Risk Management

continued

208

Credit Risk and Foreign Exchange Risk

Credit risk is the risk of financial loss to the Group arising from a counterparty’s failure to meet its contractual

obligations. The Group’s exposure to credit risk primarily relates to trade receivables, other receivables, and cash

and cash equivalents.

Trade receivables mainly comprise VAT receivable balances from Irish hostels and amounts due from the Group’s

payment processing agents, which typically settle within three to five days. Accordingly, the Directors consider the

associated credit risk to be low. Receivables are denominated primarily in euro, US dollars and sterling and are settled

within a short timeframe, limiting foreign exchange exposure.

The ageing analysis of trade and other receivables at 31 December 2025 and 31 December 2024 is set out below:

|  |  |
| --- | --- |
|  |  |
|  | Not Past Due | Past Due | Total |
|  | €m | €m | €m |
| Trade Receivables |  |  |  |
| 31 December 2025 | 0.5 | – | 0.5 |
| 31 December 2024 | 1.1 | 0.1 | 1.2 |
| Other Receivables (exclude prepayments) |  |  |  |
| 31 December 2025 | 0.5 | – | 0.5 |
| 31 December 2024 | 0.4 | – | 0.4 |
| Value Added Tax |  |  |  |
| 31 December 2025 | 1.6 | – | 1.6 |
| 31 December 2024 | 1.5 | – | 1.5 |

Past due is defined as amounts that have not been received by the agreed-upon date per the terms of agreement.

In accordance with IFRS 9, the Group applies the simplified approach to the impairment of trade and other receivables

and recognises lifetime ECLs at each reporting date. ECLs are measured using a provision matrix based on historical

loss experience, adjusted for forward-looking factors, including macroeconomic conditions such as inflation and

cost-of-living pressures. The balances above are presented net of impairment allowances.

Other receivables include amounts due from the Irish Revenue Commissioners in respect of an R&D tax credit, payable

in line with an agreed timetable and not subject to further performance conditions.

At 31 December 2025 and 31 December 2024, all material cash balances were held with financial institutions with a

minimum credit rating of BBB-. Accordingly, the credit risk associated with cash and cash equivalents is considered

low. The carrying values of trade receivables, trade payables and cash and cash equivalents approximate their fair

values. The Group does not enter into derivative or other financial instruments for speculative purposes.

Capital Management

For the purposes of capital management, the Group defines capital as long-term borrowings (note 22) and equity

(note 18). The Directors’ objectives are to safeguard the Group’s ability to continue as a going concern, provide

sustainable returns to shareholders and maintain an optimal capital structure that minimises the cost of capital.

To manage its capital structure, the Group may adjust dividend payments, return capital to shareholders, issue new

shares or dispose of assets. The Group aims to retain sufficient reserves to meet day-to-day operating and capital

expenditure requirements while ensuring appropriate distributions to shareholders.

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

209

28. Dividends

Amounts recognised as distributions to equity holders in the financial year:

|  |  |
| --- | --- |
|  |  |
|  | 2025 | 2024 |
|  | €m | €m |
| Interim 2025 dividend of 0.82 € cent per share (paid 19 September 2025) | 1.0 | – |
| Total | 1.0 | – |

In accordance with the Group’s dividend policy, on 25 March 2026, the Directors approved a final dividend of

1.58 € cent per ordinary share. This brings the total dividend for the year ended 31 December 2025 (2024: nil) to

2.4 € cent per ordinary share.

The proposed final dividend amounts to approximately €3.0 million and is subject to shareholder approval at the

Company’s Annual General Meeting. If approved, the final dividend will be paid on 12 May 2026 to shareholders on

the register at the close of business on 17 April 2026. The shares will be marked ex‑dividend on 16 April 2026.

All future cash dividend payments will be subject to the Group continuing to generate a profit after tax, the Group’s

cash position, any restrictions in the Group’s banking facilities and compliance with Companies Act 2006 requirements

regarding ensuring sufficiency of distributable reserves at the time of paying the dividend.

29. Parent Company Exemption

The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not

to publish its individual income statement and related notes.

30. Events After the Balance Sheet Date

On 25 March 2026, the Directors approved a final dividend of 1.58 € cent per ordinary share. This brings the total

dividend for the year ended 31 December 2025 (2024: nil) to 2.40 € cent per ordinary share. The proposed final

dividend amounts to approximately €3.0 million and is subject to shareholder approval at the Company’s Annual

General Meeting.

In accordance with IAS 10 Events after the Reporting Period, the proposed final dividend has not been recognised

as a liability in the consolidated financial statements at 31 December 2025.

There have been no other significant events, outside the ordinary course of business, affecting the Company since

31 December 2025.

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Financial Statements

|

Hostelworld Annual Report 2025

#### Company Financial Statements

210

Company Statement of Financial Position

as at 31 December 2025

|  |  |
| --- | --- |
|  |  |
|  |  | 2025 | 2024 |
|  | Notes | €m | €m |
| Non-current assets |  |  |  |
| Investments | 34 | 53.1 | 51.6 |
| Trade and other receivables | 35 | 107.3 | 113.8 |
|  |  | 160.4 | 165.4 |
| Current assets |  |  |  |
| Trade and other receivables | 35 | 0.3 | 0.3 |
| Cash and cash equivalents |  | 0.2 | 0.2 |
|  |  | 0.5 | 0.5 |
| Total assets |  | 160.9 | 165.9 |
| Equity |  |  |  |
| Share capital | 18 | 1.2 | 1.3 |
| Share premium account | 18 | 14.4 | 14.4 |
| Other reserves |  | 2.4 | 3.0 |
| Retained earnings |  | 142.3 | 146.0 |
| Total equity attributable to equity holders of the parent |  | 160.3 | 164.7 |
| Current liabilities |  |  |  |
| Trade and other payables | 36 | 0.6 | 1.2 |
| Total liabilities |  | 0.6 | 1.2 |
| Total equity and liabilities |  | 160.9 | 165.9 |

The Company reported a loss for the financial year ended 31 December 2025 of €0.4 million (2024: loss of

€0.7 million).

The financial statements of Hostelworld Group plc were approved by the Board of Directors and authorised for

issue on 25 March 2026 and signed on its behalf by:

#### Gary MoisonCaroline Shey

Chief Executive Officer

Chief Financial Officer

Hostelworld Group plc registration number 9818705 (England and Wales)

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OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

211

#### Company Statement of Changes In Equity

for the year ended 31 December 2025

|  |  |
| --- | --- |
|  |  |
|  | Share | Share premium | Treasury | Retained | Other |  |
|  | capital | account | shares | earnings | reserves | Total |
|  | €m | €m | €m | €m | €m | €m |
| As at 01 January 2024 | 1.3 | 14.4 | – | 145.0 | 2.9 | 163.6 |
| Total comprehensive loss for the year | – | – | – | (0.7) | – | (0.7) |
| Issue of shares | – | – | – | – | – | – |
| Transfer of exercised and expired |  |  |  |  |  |  |
| share option awards | – | – | – | 1.7 | (1.7) | – |
| Credit to equity for equity settled |  |  |  |  |  |  |
| share-based payments | – | – | – | – | 1.8 | 1.8 |
| As at 31 December 2024 | 1.3 | 14.4 | – | 146.0 | 3.0 | 164.7 |
| Total comprehensive loss for the year | – | – | – | (0.4) | – | (0.4) |
| Purchase of own shares – share buyback | – | – | (4.5) | – | – | (4.5) |
| Cancellation of own shares – |  |  |  |  |  |  |
| share buyback | (0.1) | – | 4.5 | (4.5) | 0.1 | – |
| Dividend paid | – | – | – | (1.0) | – | (1.0) |
| Transfer of exercised and expired |  |  |  |  |  |  |
| share option awards | – | – | – | 2.2 | (2.2) | – |
| Credit to equity for equity settled |  |  |  |  |  |  |
| share-based payments | – | – | – | – | 1.5 | 1.5 |
| As at 31 December 2025 | 1.2 | 14.4 | – | 142.3 | 2.4 | 160.3 |

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Financial Statements

|

Hostelworld Annual Report 2025

212

#### Notes to the Company Financial Statements

for the Year Ended 31 December 2025

31. Material Accounting Policies

The material accounting policies adopted by the

Company are as follows:

Basis of Preparation

The separate financial statements of Hostelworld Group

plc (the “Company”) are presented as required by the

Companies Act 2006. The Company meets the definition

of a qualifying entity under FRS 100 Application of

Financial Reporting Requirements issued by the Financial

Reporting Council (“FRC”). Accordingly, these financial

statements have been prepared in accordance with

FRS 101 Reduced Disclosure Framework as issued by

the FRC.

As permitted by FRS 101, the Company has taken

advantage of the disclosure exemptions available

under that standard. In particular, the Company has

not presented:

•

a statement of cash flows;

•

certain disclosures in respect of financial instruments;

•

disclosures relating to fair value measurement;

•

disclosures in respect of capital management;

•

comparative information in respect of certain assets;

•

disclosures in respect of standards not yet

effective; and

•

certain disclosures in respect of related

party transactions.

Where required, equivalent disclosures are included in

the consolidated financial statements of Hostelworld

Group plc.

The financial statements have been prepared on the

historical cost basis. The accounting policies set out

below have been applied consistently to all periods

presented. Significant accounting policies specifically

applicable to the Company’s individual financial

statements, and which are not reflected in the

accounting policies of the consolidated financial

statements, are detailed below.

Going Concern

The Company is in a net asset position of €160.3 million

at 31 December 2025 (2024: €164.7 million). The

Company’s principal assets comprise investments in,

and amounts receivable from, subsidiary undertakings.

The Directors have assessed the recoverability and

carrying values of these assets and are satisfied that

they are appropriately stated. Further information is set

out in notes 34 and 35.

In assessing going concern, the Directors also

considered the market capitalisation of Hostelworld

Group plc, which is subject to fluctuations in share

price. At 31 December 2025, the Company’s market

capitalisation was €177.9 million, exceeding net assets

by €17.6 million (2024: €203.5 million, exceeding net

assets by €38.8 million).

After making appropriate enquiries, the Directors

have a reasonable expectation that the Company

has adequate resources to continue in operational

existence for the foreseeable future, being a period of

at least 12 months from the date of approval of the

financial statements. Accordingly, the Company’s

financial statements have been prepared on a going

concern basis.

Investments in Subsidiaries

Investments in subsidiary undertakings are stated at

cost less any allowance for impairment.

Financial Instruments

Financial assets and financial liabilities are recognised

in the Company’s Statement of Financial Position when

the Company becomes a party to the contractual

provisions of the instrument.

Financial assets and liabilities are initially measured at

fair value plus transaction costs, except for those

classified as fair value through profit or loss, which are

initially measured at fair value. The fair value of financial

assets and liabilities denominated in a foreign currency

is determined in that foreign currency and translated at

the spot rate at the end of the reporting period.

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213

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Financial Assets

Amounts due from subsidiary undertakings are stated

initially at their fair value and subsequently at amortised

cost, less any ECL. The Company recognises ECLs for

amounts due from subsidiary undertakings estimated

using a provision matrix based on the Company’s

historical credit loss experience, adjusted for factors that

are specific to the debtors, general economic conditions,

and an assessment of both the current as well as the

forecast direction of conditions at the reporting date,

including time value of money where appropriate.

If the credit risk on the financial instrument has not

increased significantly since initial recognition, the

Company measures the loss allowance for that financial

instrument at an amount equal to 12-month ECL.

12-month ECL represents the portion of lifetime ECL that

is expected to result from default events on a financial

instrument that are possible within 12 months after the

reporting date.

Dividends

Final dividends are recorded in the Group’s financial

statements in the period in which they are approved

by the Company’s shareholders. Interim dividends are

recorded in the period in which they are paid.

Details of interim and final dividends are disclosed in

note 28 to the consolidated financial statements.

Critical Accounting Judgements and Key

Sources of Estimation Uncertainty

The preparation of financial statements in accordance

with FRS 101 requires management to make estimates

and assumptions that affect the reported amounts of

assets and liabilities, income and expenses. Actual

results may differ from these estimates. Estimates and

assumptions are reviewed on an ongoing basis, with

revisions recognised in the period in which they arise.

There were no critical accounting judgements applied in

the preparation of the Company financial statements

other than those involving estimation uncertainty. The

key source of estimation uncertainty that could result

in a material adjustment to the carrying amounts of

assets and liabilities within the next financial year is set

out below.

Recoverability of Amounts Due from

Subsidiary Undertakings

Each year, the Directors assess the credit risk associated

with amounts due from subsidiary undertakings and

determine the level of ECL to be recognised. This

assessment requires judgement, particularly in

estimating future cash flows and economic conditions.

In the current year, the Directors considered the

subsidiary’s historical credit loss experience, adjusted

for entity-specific factors and prevailing macroeconomic

conditions. The assessment also incorporated both

current and forward-looking information at the reporting

date, including the time value of money where relevant.

At 31 December 2025, the carrying amount of amounts

due from subsidiary undertakings was €107.3 million

(2024: €113.8 million). Repayments of the loan are

expected to be aligned with funding to support share

repurchases on the market and dividend distributions

by the parent company with a repayment plan in place

through to 31 December 2035. The repayment profile

is supported by cash flow projections derived from the

Board-approved 2026 budget and two year outlook

for 2027 and 2028, and management projections for

2029 and 2030. For the period from 2031 to 2035, cash

flows are assumed to remain flat at the 2030 level.

Based on this assessment, the Directors concluded that

the resulting ECL is not material, and no impairment has

been recognised. Sensitivity analysis was performed

to assess the impact of a 10% reduction in projected

cash flows, which did not result in any impairment. Cash

flows would need to decline by more than 15% in each

projected year before the amounts due from subsidiary

undertakings would not be fully recoverable. This

analysis does not reflect any mitigating actions that

management could take in response to a sustained

decline in cash flows.

32. Loss for the Year

As permitted by s408 of the Companies Act 2006, the

Company has elected not to present its own income

statement or statement of comprehensive income

for the year. The loss attributable to the Company is

disclosed in the footnote to the Company’s Statement

of Financial Position.

The auditor’s remuneration for the audit and other

services is disclosed in note 4 to the consolidated

financial statements.

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Financial Statements

|

Hostelworld Annual Report 2025

214

#### Notes to the Company Financial Statementscontinued

33. Staff Costs

The average monthly number of full-time people employed by the Company (including Executive Directors) during

the year was as follows:

2025

2024

Average number of persons employed:

Sales and enabling

–

1

Technical

–

1

Total

–

2

The aggregate remuneration costs of these employees is analysed as follows:

2025

2024

€m

€m

Staff costs comprise:

Wages and salaries

–

0.2

Social security costs

–

0.1

Pensions costs

–

–

Share option charge

–

0.3

Development labour

–

(0.1)

Total

–

0.5

Nil staff costs in the current year reflecting the transfer of all employees to another Group entity with effect from

1 April 2024. As a result, the Company no longer incurs employee-related costs.

34. Investments

The carrying value of the Company’s subsidiaries at 31 December 2025 is as follows:

2025

2024

€m

€m

At 01 January

51.6

49.6

Additions

1.5

2.0

At 31 December

53.1

51.6

The Company’s subsidiaries are disclosed in note 26.

Additions during the year relate to capital contributions arising from the recognition of share-based payment expenses

in respect of employees of Group entities of €1.5 million (2024: €2.0 million).

In 2025, management performed an impairment review of investments in subsidiaries and concluded that no

impairment was required (2024: €nil). The recoverable amount of each investment was assessed using value-in-

use calculations based on cash flow projections derived from the Board approved 2026 budget, two-year outlook

and further two years of management prepared projections.

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215

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STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

35. Trade and Other Receivables

2025

2024

€m

€m

Non-current assets

Amount due from subsidiary undertakings

107.3

113.8

Total

107.3

113.8

The amount due from subsidiary undertakings arises primarily from a term loan advanced to Hostelworld.com Limited

as part of the Group reorganisation in March 2019 and is measured at amortised cost. The Directors have assessed

the credit risk associated with this balance and concluded that the ECL is immaterial. A repayment plan is in place

to 31 December 2035, comprising staggered repayments subject to the subsidiary’s cash generation, profitability

and the funding requirements of Hostelworld Group plc, including dividend distributions and funding requirements

associated with the Group’s share buyback programme.

In assessing ECL, the Directors considered the subsidiary’s historical credit loss experience, current and forward-

looking economic conditions, and the time value of money, where relevant.

2025

2024

€m

€m

Current assets

Prepayments

0.2

0.2

Value added tax

0.1

0.1

Total

0.3

0.3

36. Trade and Other Payables

2025

2024

€m

€m

Current liabilities

Trade payables

0.1

0.1

Amounts due to subsidiary undertakings

0.1

0.7

Accruals

0.4

0.4

Total

0.6

1.2

Amount owed to related parties are repayable on demand. Amounts are interest free and unsecured.

37. Events After the Balance Sheet Date

On 25 March 2026, the Directors approved a final dividend of 1.58 € cent per ordinary share. This brings the total

dividend for the year ended 31 December 2025 (2024: nil) to 2.40 € cent per ordinary share. The proposed final

dividend amounts to approximately €3.0 million and is subject to shareholder approval at the Company’s Annual

General Meeting.

In accordance with IAS 10 Events after the Reporting Period, the proposed final dividend has not been recognised

as a liability in the consolidated financial statements at 31 December 2025.

There have been no other significant events, outside the ordinary course of business, affecting the Company since

31 December 2025.

![]()

Summer House Cairns, Cairns, Australia

![]()

218

Glossary of Alternative Performance Measures

224

Contact and Shareholder Information

226

Definition of Hostelworld Terms

## Additional

## Information

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218

Additional Information

|

Hostelworld Annual Report 2025

#### Glossary of Alternative Performance Measures

In addition to IFRS measures, the Group uses certain alternative performance measures (“APMs”) to provide

additional insight into underlying operational performance and cash generation. APMs are not a substitute for, or

superior to, IFRS measures, but they help management and investors monitor the Group’s performance over time.

APM

Closest

IFRS Measure

Definition/Purpose

Reconciliation/

Calculation

Adjusted

EBITDA

Operating Profit

Earnings before interest, tax, depreciation, amortisation, share-based payment

expenses, other income, impairment of associate, results of associates, and

items classified by management as exceptional. Adjusted EBITDA excludes

non-trading items to provide a clearer view of baseline operating profitability.

See note (a)

Adjusted

EBITDA Margin

No direct

equivalent

Adjusted EBITDA as a percentage of net revenue, providing insight into the

Group’s ability to convert revenue into operating profit by removing items

which do not impact underlying trading performance.

See note (a)

Adjusted Profit

after Tax

(“PAT”)

Profit After Tax

Profit excluding exceptional items, amortisation of acquired intangibles,

share-based payment expenses, deferred tax, impairment of associate,

and other income, as these items can have a large impact on the reported

result in the year and can make underlying trends difficult to interpret.

Used by management for performance assessment and to determine

dividend capacity.

See note (b)

Adjusted

Earnings per

Share (“EPS”)

Basic Earnings

Per Share

Adjusted PAT divided by the weighted average number of shares. Reflects

underlying profitability per above explanation. Adjusted EPS is a metric

included in the Executive Director and Senior Management remuneration

for the current and prior year LTIP plan being struck.

See note (b)

Dividend per

Share

No direct

equivalent

Total dividends declared in respect of the financial year divided by the

weighted average number of ordinary shares in issue during the year

(excluding shares held in treasury, where applicable). The Board uses

Dividend per Share to communicate returns to shareholders.

See note (c)

Adjusted Free

Cashflow

(“FCF”)

Net Cash from

Operating

Activities

Cash generated from operations adjusted for capital expenditure, intangible

investments, lease payments, exceptional cash items, and other items

impacting cash flow which do not relate to core trading activity.

Measure used by group management and external readers, including

investors, to assess the amount of cash the Group is generating from its

trade and assess cash available for debt repayment, dividends, share

repurchases, and acquisitions.

See note (d)

Adjusted FCF

Conversion

No direct

equivalent

Adjusted free cash flow divided by Adjusted EBITDA. As above, adjusted free

cash flow conversion is a measure which group management and external

readers including investors can use to measure the Group’s ability to convert

Adjusted EBITDA into free cash flow.

See note (d)

Net Cash/Debt

Total Borrowings

and Cash

and Cash

Equivalents

Total debt (including warehoused and external borrowings) less cash and

cash equivalents. Used to monitor leverage and liquidity which assists in

management’s assessment of financial stability and strategic decision making.

See note (e)

Market

Capitalisation

No direct

equivalent

Number of shares in issue multiplied by share price. Market capitalisation is

the markets assessment of the value of a Company. Market capitalisation

is used by the Group’s management as a factor in considering if there is any

impairment to the Group or Company Balance Sheet.

See note (f)

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219

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

APM

Closest

IFRS Measure

Definition/Purpose

Reconciliation/

Calculation

Net Gross

Merchandise

Value (“GMV”)

and Generated

Revenue

Net Revenue

Net GMV represents total booking value/total transaction value less

cancellations. Net GMV is utilised by the Group’s management to demonstrate

the total value of transactions executed through our platform i.e. 100% of

the booking value.

Generated revenue represents bookings net of cancellations, excluding

refunds, chargebacks, vouchers, deferred revenue, and ancillary income.

Generated revenue is used by Group and external readers including investors

to identify total revenue earned, excluding any accounting adjustments.

See note (g)

Net Average

Booking Value

(“ABV”)

No direct

equivalent

Net ABV represents the average value paid by a customer for a net booking

calculated as generated revenue divided by total net bookings.

See note (g)

Direct

Marketing

Costs as a %

of Generated

Revenue

No direct

equivalent

Direct marketing costs as a percentage of generated revenue is an APM which

looks at the efficiency of marketing spend relative to revenue from booking.

This APM is used by the Group’s management to identify how efficient the

Groups marketing channels are.

See note (h)

Net Margin

Operating Profit

Net margin is an APM which is calculated by deducting direct costs from

generated revenue. Direct costs are comprised of direct marketing costs

and credit card and other processing fees. Provides insight into trading

profitability before overheads and other operating expenses.

See note (i)

Note on rounding: Figures are rounded to the nearest €m, and small differences may occur in calculations;

sufficient detail is provided for transparency.

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220

Additional Information

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Hostelworld Annual Report 2025

#### Glossary of Alternative Performance Measurescontinued

Note (a) Adjusted EBITDA and Adjusted EBITDA Margin

2025

2024

€m

€m

Operating profit

8.4

11.3

Depreciation

0.5

0.6

Amortisation of development costs

4.9

3.6

Amortisation of acquired intangible assets

4.1

4.9

Tax credit

(0.8)

(0.2)

Other income

–

(1.3)

Impairment of investment in associate

–

1.2

Share of result of associate

–

(0.1)

Exceptional items

1.3

–

Share based payment expense

1.5

1.8

Adjusted EBITDA

19.9

21.8

Tax credits included in note 4 total €0.8 million (2024: €0.2 million) relates to amortisation of development costs.

Calculation of Adjusted EBITDA margin:

2025

2024

€m

€m

Adjusted EBITDA

19.9

21.8

Net revenue

93.8

92.0

Adjusted EBITDA Margin %

21%

24%

Note (b) Adjusted Profit After Tax

(Adjusted PAT) and Adjusted EPS

Reconciliation between Profit for the year and Adjusted PAT:

2025

2024

€m

€m

Profit for the year

7.0

9.1

Exceptional items

1.3

–

Amortisation of acquired intangible assets

4.1

4.9

Share based payment expense

1.5

1.8

Deferred tax

1.1

1.7

Other income

–

(1.3)

Impairment of investment in associate

–

1.2

Adjusted PAT

15.0

17.4

2025

2024

Adjusted profit after tax (€m)

15.0

17.4

Weighted average shares in issue (‘m) (note 10 to financial statements)

125.4

124.5

Adjusted EPS (cent)

11.91

13.97

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Note (c) Dividend per Share

2025

2024

€m

€m

Interim Dividend (€m)

1.0

–

Final Dividend (€m)

2.0

–

Total dividend (€m)

3.0

–

Weighted average shares in issue (‘m) (note 10 to financial statements)

125.4

–

Dividend per share (cent)

2.40

–

Note (d) Adjusted FCF and Adjusted FCF Conversion

2025

2024

€m

€m

Opening Cash

8.2

7.5

Closing Cash

12.2

8.2

Net increase in cash and cash equivalents

4.0

0.7

Add back

Repayment of debt warehoused

2.7

3.2

Repayment of borrowings

–

10.3

Proceeds from borrowings

(10.3)

–

Transaction costs capitalised

0.1

–

Repurchase of own shares – share buyback

4.5

Payment for acquisition of subsidiary

8.3

–

Exceptional items

0.8

0.2

Adjusted FCF

10.1

14.4

Current year exceptional items relate to current year costs which have been paid in 2025. Prior year exceptional

items relate to 2023 exceptional costs paid in 2024, accounted for as a creditor liability at 31 December 2023.

2025

2024

€m

€m

Adjusted FCF

10.1

14.4

Adjusted EBITDA

19.9

21.8

Adjusted FCF conversion %

51%

66%

Reconciliation Between Adjusted FCF and Net Cash from Operating Activities for the Year:

2025

2024

€m

€m

Adjusted FCF

10.1

14.4

Exceptional items

(0.8)

(0.2)

Lease liability payments

0.5

0.5

Acquisition/capitalisation of intangible assets

7.6

5.5

Purchases of property, plant and equipment

0.2

0.1

Dividend paid

1.0

–

Net cash from operating activities

18.6

20.3

Current year exceptional items relate to current year costs which have been paid in 2025. Prior year exceptional

items relate to 2023 exceptional costs paid in 2024, accounted for as a creditor liability at 31 December 2023.

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222

Additional Information

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Hostelworld Annual Report 2025

#### Glossary of Alternative Performance Measurescontinued

Note (e) Net Cash/

(Debt)

2025

2024

€m

€m

Cash and cash equivalents

12.2

8.2

Borrowings

(10.3)

–

Debt warehoused

(3.5)

(6.2)

Net (debt)/cash

(1.6)

2.0

Note (f) Market Capitalisation

2025

2024

€m

€m

Share price (€ cent per share)

1.43

1.63

Ordinary shares in issue (m)

124.2

125.0

Market capitalisation (€m)

177.9

203.5

Note (g) Net Gross Merchandise Value (“GMV”), Net Average Booking Value (“ABV”)

and Generated Revenue

Reconciliation between Net GMV and Generated Revenue to Net Revenue for the Year:

2025

2024

€m

€m

Total deposit (100%):

GMV

660.3

687.4

Cancellations

(80.7)

(88.3)

Net GMV

579.6

599.1

Hostelworld commission share:

Gross revenue

106.8

105.0

Cancellations

(13.0)

(13.5)

Generated revenue

93.8

91.5

Deferred revenue movement

(0.3)

0.2

Refunds, chargebacks and cost of discounts and vouchers

(1.3)

(1.5)

Other revenue

0.2

0.3

Advertising income (featured listings)

1.4

2.0

Volume incentive rebates

–

(0.5)

Net revenue

93.8

92.0

2025

2024

Generated revenue (€m)

93.8

91.5

Net bookings (#m)

7.0

6.9

Net ABV generated (€)

13.43

13.21

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ADDITIONAL INFORMATION

Note (h) Direct Marketing Costs as a % of Generated Revenue

Calculation of Direct Marketing Costs as a % of Generated Revenue:

2025

2024

€m

€m

Direct marketing costs

45.3

42.5

Generated revenue

93.8

91.5

Direct marketing costs as a % of generated revenue

48%

46%

Note (i) Net margin

2025

2024

€m

€m

Net revenue

93.8

92.0

Direct marketing costs

(45.3)

(42.5)

Credit card and other processing fees

(2.8)

(2.9)

Net margin

45.7

46.6

Reconciliation Between Net Margin and Operating Profit:

2025

2024

€m

€m

Net margin

45.7

46.6

Other operating costs

(37.3)

(35.5)

Other income

–

1.3

Share of result of associate

–

0.1

Impairment in investment of associate

–

(1.2)

Operating profit

8.4

11.3

Other operating costs are total operating expenses excluding impairment as set out within note 4 to the financial

statements. less items included in net margin calculation set out above relating to direct marketing costs and

credit card and other processing fees.

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Hostelworld Annual Report 2025

#### Contact and Shareholder Information

Financial Calendar

Annual General Meeting (“AGM”)

06 May 2026

Announcement of 2026 Interim Results

29 July 2026

Share Price

During the year ended 31 December 2025, the range

of the market prices of the Company’s ordinary shares

on the London Stock Exchange was:

Price

£

Closing price at 31 December 2025

1.25

Highest closing price during the year

1.47

Lowest closing price during the year

1.07

Daily share price information and historical data can be

obtained on the Company’s website:

www.hostelworldgroup.com/investors.

ISIN:

GB00BYYN4225

LSE Ticker:

HSW

Euronext Dublin Ticker:

HSW

Dividends

For 2025, the Board approved the reinstatement of a

dividend policy of 20%–40% of adjusted profit after tax.

Dividend

Amount

(€ cent per share)

Payment Date

Interim

0.82

19 September 2025

Final (proposed)

(1)

1.58

12 May 2026

Total

2.40

(1)

Subject to shareholder approval at the Annual General Meeting

If approved, the final dividend will be paid on 12 May 2026 to shareholders

on the register at the close of business on 17 April 2026. The shares will

be marked ex-dividend on 16 April 2026.

Shareholder’s Enquiries

All administrative enquiries relating to shareholdings

(for example, notification of change of address, loss of

share certificates, dividend payments) should be

addressed to the Company’s registrars:

UK Registrar

Computershare Investor Services plc

The Pavilions

Bridgewater Road

Bristol

BS99 6ZZ

United Kingdom

Tel: +44 370 707 1070

Email: web.queries@computershare.co.uk

Irish Registrar

Computershare Investor Services (Ireland) Ltd

3100 Lake Drive

Citywest Business Campus

Dublin 24

D24 AK82

Ireland

Tel: +353 1 447 5000

Email: info@computershare.ie

Company Secretary and Registered Office

Mr. John Duggan

Hostelworld Group plc

One Chamberlain Square

Birmingham

B3 3AX

United Kingdom

Email: corporate@hostelworld.com

Company Registration Number

9818705

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

#### Advisors

Financial Public Relations

Sodali & Co

Carmichael House

60 Lower Baggot Street

Dublin 2

D02 KP79

Ireland

Brokers

Deutsche Numis

45 Gresham Street

London

EC2V 7BF

United Kingdom

Goodbody

9-12 Dawson Street

Dublin 2

D02 YX99

Ireland

Statutory Auditors

KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St. Stephen’s Green

Dublin 2

D02 DE03

Ireland

Principal Solicitors

McCann FitzGerald LLP

Riverside One

Sir John Rogerson’s Quay

Dublin 2

D02 X576

Ireland

Travers Smith LLP

10 Snow Hill

London

EC1A 2AL

United Kingdom

Principal Bankers

Allied Irish Banks, plc

1-4 Lower Baggot Street

Dublin 2

D02 X342

Ireland

HSBC Bank plc

1 Grand Canal Square

Grand Canal Harbour

Dublin Docklands

Dublin 2

D02 P820

Ireland

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Additional Information

|

Hostelworld Annual Report 2025

#### Definition of Hostelworld Terms

We use some Hostelworld lingo in our annual report and lots of acronyms. We created this appendix of terms to

summarise what these mean.

Term

Brief Description

Net ABV

Net average booking value – the price a customer pays. Calculated as generated revenue/net bookings.

Adjusted FCF

Adjusted Free Cash Flow. Calculated as the movement in cash year on year adjusted for non-trading

items such as capital expenditure, repayment of borrowings (not considered Business As Usual),

capitalised development spend, acquisition and disposal of undertakings.

Administration

Expenses

Relates to operating expenses of company excluding depreciation, amortisation and any impairment

charges. Primarily driven by marketing expenses, staff costs, credit card processing fees, exceptional

items, foreign exchange movements and other operating costs.

AGM

Annual General Meeting.

AI

Artificial Intelligence.

AIB plc

House bankers for Hostelworld Group. New debt facility agreed with AIB in October 2025 to fund the

acquisition of OccasionGenius Inc.

Android

Operating system for mobile phones and tablets.

API

Application Program Interface. Describes an interface between two software systems such as hostels

property management system and our inventory system.

APM

Alternative performance measures. Non-IFRS measures to monitor the performance of operations and

of the Group as a whole.

BCP

Business Continuity Plan.

Bednights

Number of booked nights per stay.

Bureau Veritas

Certification body engaged by Hostelworld firstly in 2022, and again in 2023, to perform research on

the carbon emissions of the hostelling sector.

CAC

Customer Acquisition Costs. Calculated as the direct marketing costs to acquire new customers

expressed as a % of new customers acquired in the reporting period.

CAGR

Compound Annual Growth Rate, used in association with share option plans.

TSR CAGR represents the compound annual growth rate of Total Shareholder Return over the

measurement period, reflecting the average annual rate at which shareholder value (including share

price appreciation and dividends reinvested) has grown.

EPS CAGR represents the compound annual growth rate of Earnings per Share over the measurement

period, reflecting the average annual rate of growth in earnings attributable to shareholders on a per

share basis.

CDP

Carbon Disclosure Project. A not-for-profit charity that runs the global disclosure system for investors,

companies, cities, states and regions to manage their environmental impacts.

CEO

Chief Executive Officer – Gary Morrison.

CFO

Chief Financial Officer – Caroline Sherry.

Chat

Social features initiative. Chat rooms that allow users to connect on our social network in advance or

during their hostel stay.

CGUs

Cash Generating Units. Discussed in relation to valuation views of company assets.

Chair

Chair of the Board.

Interim Chair – Carl G.Shepherd

CM

Channel Manager. A tool designed to help hostel owners effectively manage customer data, online inventory

and price rates. It also allows them to simultaneously update their information across multiple platforms.

CPCs

Cost Per Clicks. Calculated as cost to an advertiser divided by number of clicks on a Hostelworld ad.

CRM

Customer Relationship Management.

Commission

This describes the % charged by Hostelworld on every booking that is processed. Standard

commission rates are 15%.

Conference

Hostelworld holds hostel conferences allowing our hostels to come together to network and learn from

each other.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Term

Brief Description

Conversion

Percentage of searches vs bookings.

Cookies

Cookies are small text files that are stored on a user’s computer or mobile device that are used to store

or gather information (such as remembering log-on details so a user does not have to re-enter them

when revisiting a website or opening an app) and market to customers.

CTR

Click Through Rate.

Culture Code

The Hostelworld Culture Code captures the essence of what makes us ‘us’. Our Culture Code will help

us stay true to what makes us special as a Group while scaling our impact.

Customers

From a revenue perspective, our customers are the hostels and accommodation providers hosted on our

website and applications. Revenue is derived from technology, data processing and service fees we

charge these properties.

We can also reference customers as those who engage with our product – they are the travellers who

make hostel bookings and use our social applications.

Deferred Revenue

Relates to revenue which cannot be recognised until a future date. Under the terms of our free cancellation

product, a customer can cancel at no penalty until a particular date (usually 1 day out from arrival) and

receive a full refund. In this circumstance, Hostelworld has collected the cash but does not recognise

the revenue until the last cancellation date has passed. Other products which have a small balance of

deferred revenue relate to featured listings and Roamies.

Demand

Search per unique customer.

Direct Margin

Calculated as net generated revenue (bookings less cancellations) less direct marketing costs.

Direct Marketing Costs

Paid direct marketing costs, primarily driven by online search. Excludes operating marketing costs such

as brand marketing and CRM support which isn’t directly revenue generating.

Domestic Bookings

Bookings where the IP address of customer making the booking matches destination country of hostel.

DPO

Data Protection Officer.

DTR

Within our Governance section to the annual report, we disclose statutory information in accordance

with the Disclosure Guidance and Transparency Rules sourcebook (“DTRs”).

EAP

Employee Assistance Programme offered to our employees. See people section of the Annual Report.

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortisation and excluding exceptional and non-cash items.

ECL

Expected Credit Loss. Provision matrix based on the Group’s historical credit loss experience, adjusted

for factors that are specific to debtor recoverability.

Elevate

Elevate programme provided hostels an opportunity to increase their prominence in search lists dynamically

in exchange for a higher commission rate of up to 10% above the relevant base commission rate.

ELT

Executive Leadership Team.

Employees

Headcount employed by the Group including Executive Directors.

Employees excluded from our employee count Non-Executive Directors, any contractors or those employed

by an employer of record.

EPS

Earnings per share.

ESG

Environmental Social and Governance – our ESG team lead our sustainability agenda.

Exceptional Items

Exceptional items by their nature and size can make interpretation of the underlying trends in the business

more difficult.

Existing Customers

Count of customers who have made their 2nd or subsequent bookings with Hostelworld in a specific period.

Experiential Travel

A form of tourism in which people focus on experiencing a country, city or particular place by actively

and meaningfully engaging with its history, people, culture, food and environment.

Featured Listing

Paid advertising from hostels - paid positions at the top of a search page.

FCF

Free Cash Flow.

FRC

Financial Reporting Council – UK Regulatory body.

Free channels

Booking channels which have very minimal or no cost associated with them e.g navigating directly to

our website, app bookings, SEO, CRM email bookings.

FTSE SmallCap Index

The Financial Times Stock Exchange SmallCap Index.

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#### Definition of Hostelworld Termscontinued

Term

Brief Description

GBR

Gross Booking Revenue. Our commission amount collected from hostels – excludes any cancellations.

Gen Z

Generation Z. A person born between the 1997 and 2012.

Generated Revenue

Gross booking revenue minus impact of cancellations.

GDPR

General Data Protection Regulation.

GHG

Greenhouse Gas (used in context of emissions produced by Hostelworld).

GITCs

General Information Technology Controls – in place to underpin and secure our technology environment.

GMT

Global Markets Team – team that deal day to day with supply (hostels) in Hostelworld.

GMV

Gross Merchandise Value. Gross total transaction value of bookings on our platform on which commission

is charged.

Goki

Goki PTY Limited. Associate investment made by Hostelworld.

Gross/Net

Gross implies that the impact of cancelled bookings is not included.

Net bookings are gross bookings minus the impact of cancelled bookings.

Gross Bookings

Count of bookings made in a specific period before cancellations.

GSTC

Global Sustainable Tourism Council establishes and manages global standards for sustainable travel

and tourism. The GSTC criteria form the Foundation Accreditation for Certification Bodies that certify

accommodations as having sustainable policies and practices in place.

Hangouts

Social features initiative. Hangout status introduced in 2024 on social app, which allows users to explicitly

signal their openness to meet fellow travellers.

HOSCARs

Annual hostel awards operated by Hostelworld. A celebration for the hostels that have done incredible

things, in extraordinary circumstances voted for by travellers.

IFRS

International Financial Reporting Standard.

IE&D

Inclusion, Engagement & Diversity (IE&D).

Investors in Diversity

Framework to govern diversity practices and culture, an Irish based equality accreditation group.

iOS

Operating system used for mobile devices manufactured by Apple Inc.

kWh

kilowatt-hours.

LGBTQ+

Lesbian, Gay, Bisexual, Transgender, Queer/Questioning and a plus to signify all of the gender identities

and sexual orientations that are not specifically covered by the other initials (such as pansexual).

Linkups

Social features initiative. Allows hostels to set up their own group events for others to join. Linkups are

not a service provided by the Group to hostels in connections with accommodation inventory, and

accordingly, are not included in our contract with hostels for IT and data processing services.

Listing Rules

The Transparency Directive and Listing Rules.

LTIP

Long Term Incentive Plan. Type of share option grant which has been used in Hostelworld, where

employees receive shares instead of cash on successful vesting.

LTV/CLV

Lifetime Value or Customer Lifetime Value. The total net generated revenue we can expect to earn

from a customer during their booking lifetime with Hostelworld based on statistical modelling.

Long Haul Bookings

Bookings where the IP address of the customer making the booking at continent level does not match

destination continent or country of hostel.

Market Share

This represents the portion or share of the properties business based on either bednights or revenue

generated in a given period. It is calculated taking the properties total revenue and dividing it by the

“total” revenue or bednights.

Marketing as %

of revenue

Calculated as direct marketing costs expressed as a % of generated revenue (Gross revenue

less cancellations).

Millennial

A person born between 1981 and 1996.

Net Bookings

Gross bookings minus cancelled bookings in a reporting period.

Net Revenue

Calculated as gross revenue less cancellations, deferred revenue, rebates and accounting adjustments

We use some Hostelworld lingo in our annual report and lots of acronyms. We created this appendix of terms to

summarise what these mean.

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ADDITIONAL INFORMATION

Term

Brief Description

NED

Non-Executive Director relating to independent Directors appointed to Board.

Net Cash/Debt

Calculated as debt (bank debt and warehoused payroll taxes) less cash and equivalents.

Net GMV

Net Gross Merchant Value. Gross transaction value of bookings on our platform less cancellations

(relates to Hostelworld commission and hostel share).

Net Margin

Equates to net revenue less marketing costs and credit card fees.

New Customers

Count of customers who have made their first booking with Hostelworld in a specific period.

New Customer Revenue

Net generated revenue associated with new customers in the reporting period.

NCS

Net Competitive Score. This is a % score given to a property based on how much exclusivity we have in

terms of inventory and rate when compared to other key OTAs. A positive NCS shows that the property

is giving us better rates or inventory. A negative NCS shows that a property is giving other OTAs better

rates or inventory.

NPS

Net Promoter Score is a metric that measures customer loyalty and the likelihood of guests recommending

their platform, typically using post-stay surveys.

OccasionGenius Inc.

New acquisition in October 2025 of a US-based B2B event discovery platform for $12 million. This

partnership allows customers to discover, book, and experience events alongside accommodation,

enhancing trip inspiration and engagement.

Occupancy

This describes the % of available beds in a hostel that have been sold.

OECD

Organisation for Economic Co-operation and Development.

OTA

Online Travel Agent.

Over Tourism

The impact of tourism on a destination, or parts thereof, that excessively influences perceived quality

of life of citizens and/or quality of visitor’s experiences in a negative way.

Opex/Operating

Expenses

Operational Expenditure – relates to total administration expenses plus depreciation, amortisation

and impairments.

Paid Marketing and

Paid channels.

Paid marketing channels through which a customer makes a booking on our platform e.g. Google ad

channels and affiliate partnerships.

PAX

Total number of travellers.

Platform

Modernisation

Significant project undertaken in Hostelworld in recent years to update legacy technology platforms

and infrastructure in place, completed in 2025.

PMS

Property Management System. A Property Management System is a software used to control, organise

and execute a hostel/hotel’s daily operations such as online check-in/check-out, managing reservations

and guest communication.

Public Profile

Social features initiative. User profiles allow users to display their name, age, country they are from,

pronouns and some information about themselves on their profile.

PWA

Progressive Web Application – a website that feels just like our apps.

R&D Tax Credit

The Research and Development tax credit in Ireland incentivises companies to invest in research and

development by offering a tax credit or cash for a portion of the R&D expenditure incurred, subject to

certain conditions being met.

Return Customer

Revenue

Net generated revenue associated with returning customers in the reporting period.

RNS

Regulatory News Services made on the London Stock Exchange.

‘Roamies’

A hostel focused adventure tour product run in partnership with G Adventures.

RSU

Restricted Share Option. Type of share option grant which has been used in Hostelworld, where employees

receive shares instead of cash on successful vesting.

SARs

Stock Appreciation Rights.

SEO

Search Engine Optimisation.

Short Haul Bookings

Bookings where the IP address used by the customer making the booking at continent level matches

the destination continent for hostel.

Social Members

Eligible customers who opt-in to be members of the Hostelworld social network.

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#### Definition of Hostelworld Termscontinued

Term

Brief Description

Social Network

A type of online social media platform which people use to build social networks or social relationships

with other people who share similar personal or career content, interests, activities, backgrounds or

real-life connections. The Hostelworld Social Network allows customers to connect with other travellers.

Social Passes

Hostelworld’s Social Pass is a premium, app-based subscription that allows travellers to connect with

the Hostelworld app community and access chat groups, events, and traveller profiles without requiring

a hostel booking. Available for 1 week to 1 year, it enables users to find friends, join activities, and see

who is nearby.

New revenue stream launched Q4 2025.

Sort Order

This describes the city pages on Hostelworld and the position of a hostel on that page.

South Pole

Partner engaged to assess and validate carbon emissions and make quality climate contributions on behalf

of Hostelworld. South Pole awarded Hostelworld with their sustainability label over the last four years.

South Pole, recognised by the World Economic Forum’s Schwab Foundation, is a leading climate solutions

provider and carbon project expert. Website:

www.southpole.com

‘Staircase to

Sustainability’

Programme

Developed specifically for hostels, the Staircase to Sustainability is a bespoke framework to help hostels

review, compare and communicate their sustainability efforts to customers and other stakeholders across

four different levels. As hostels progress on their sustainability journeys, they have the opportunity to

progress or move up the staircase.

Built in line with the Global Sustainability Tourism Council (GSTC)’s criteria, the framework allows hostels

to be assessed against four pillars Sustainability management, Socio- Economic, Cultural Impact and

Environmental Impact.

Taking Climate Action

South Poles sustainability label. To receive this an organisation needs to measure their material Scope

1, Scope 2 and Scope 3 emissions associated with their operations in line with GHG protocol, set a

reduction target aligned with near-term science-based target requirements, finance climate action

equivalent for any residual emissions through certified climate action credits, and disclosure of all

details transparently.

TCFD

Taskforce for Climate-related Financial Disclosures. Sustainability disclosures are prepared in

accordance with the TCFD framework.

tCO

2

e

Tonnes (t) of carbon dioxide

(CO

2

) equivalent (e).

Total Bednights

Equates to the sum of total passengers (see below) x average number of nights per passenger.

Total Passengers

Total number of guests associated with net bookings on our platform in a specific period.

Total Stayed Bednights

Total bednights, adjusted for no-shows.

Third Party Inventory

3PI – New revenue stream launched with test bookings in December 2025, partnering with a third-

party provider Booking.com. Not material to date and will impact 2026 annual report.

Trading Margin

Net generated revenue, less paid marketing costs.

TSR

Total Shareholder Return.

TTV

Total Transaction Value.

Total revenue made by the property including the commission charged and balance due to the hostel.

Unique Customers

Count of unique customers who have made a booking in a specific period.

ViDA

VAT in the Digital Age. Set of regulations introduced by the EU Commission to update the current VAT

system to adapt it for the digital age.

Warehoused

Payroll Taxes

Warehousing of tax debt by Irish Revenue Commissioners aimed at assisting businesses who experienced

cash-flow and trading difficulties during the COVID

-19 pandemic.

30% Club Ireland

The 30% Club is a campaign group of business chairpersons and CEOs taking action to increase gender

diversity on boards and senior management teams, supported by Hostelworld. It was established in

the United Kingdom in 2010 by Helena Morrissey with the aim of achieving a minimum of 30% female

representation on the boards of FTSE 100 companies.

We use some Hostelworld lingo in our annual report and lots of acronyms. We created this appendix of terms to

summarise what these mean.

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Wild Rover, Cusco, Peru

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Hacienda Venecia, Manizales, Colombia

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Hostelworld Group plc

One Chamberlain Square

Birmingham

B3 3AX

United Kingdom

www.hostelworldgroup.com