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REG - Hostelworld Grp PLC - Publication of Annual Report and Notice of AGM

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RNS Number : 1660V  Hostelworld Group PLC  03 April 2023

 

LEI: 213800OC94PF2D675H41

3 April 2023

Hostelworld Group plc

("Hostelworld" or the "Company")

Publication of Annual Report for 2022 and Notice of 2023 Annual General
Meeting

Annual Report and Accounts

Hostelworld, the world's leading hostel-focused online booking platform, is
pleased to announce that its Annual Report 2022 has been posted or is being
made available to shareholders today.

Annual General Meeting

The Company confirms that its Annual General Meeting will be held at 12 noon
on Tuesday 9 May 2023 at the offices of the Company, Charlemont Exchange,
Charlemont Street, Dublin 2, Ireland.  A Circular, containing the Chairman's
Letter and Notice of 2023 Annual General Meeting, and a Form of Proxy have
also been posted or are being made available to shareholders today.

Documents available for inspection

The following documents:

·       Annual Report 2022;

·       Circular containing the Chairman's Letter and Notice of 2023
Annual General Meeting; and

·       Form of Proxy;

have been submitted to the Financial Conduct Authority via the National
Storage Mechanism, and the Irish Stock Exchange (trading as Euronext Dublin),
and will shortly be available for inspection at the following locations:

National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

and:

Euronext Dublin:

Companies Announcements Office,

Euronext Dublin,

28 Anglesea Street,

Dublin 2

and https://direct.euronext.com/#/oamfiling

The Annual Report 2022 has also been filed with the Central Bank of Ireland.

The Annual Report 2022 (ESEF compliant format), the Circular containing the
Chairman's Letter and Notice of the 2023 Annual General Meeting and the Form
of Proxy are available on the Company's website at www.hostelworldgroup.com
(http://www.hostelworldgroup.com) .

Regulated Information

In accordance with DTR 6.3.5(1A), the unedited full text of the regulated
information required to be made public under DTR 4.1 is contained within the
2022 Annual Report which has been uploaded to the National Storage Mechanism
and is available on the Company's website www.hostelworldgroup.com
(http://www.hostelworldgroup.com) .

The information set out in the Appendix, which is extracted from the Annual
Report 2021, is included for the purposes of complying with Regulation
33(5)(b)(ii) of the Irish Transparency Regulations 2007 (as amended) and its
requirements on how to make public annual financial reports.  The information
in the Appendix should be read in conjunction with the Company's preliminary
results for the year ended 31 December 2022 released on 22 March 2023 which
can be viewed at www.hostelworldgroup.com (http://www.hostelworldgroup.com) .
Together, these constitute the material required by Regulation 33(5)(b)(ii) to
be communicated in unedited full text through a Regulatory Information
Service.

Contacts:

Hostelworld Group plc

Caroline Sherry, Chief Financial Officer

John Duggan, General Counsel & Company Secretary

Tel:  +353 (0) 86 022 3553

 

Appendix:

Directors' Responsibilities Statement

The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each
financial year. 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 (Relevant Financial
Reporting 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 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;

·    State whether Financial Reporting Standard 101 Reduced Disclosures
Framework has been followed, subject to any material departures disclosed and
explained in the financial statements; and

·    Prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.

In preparing the Group financial statements, International Accounting Standard
1 requires that Directors:

 

·    Properly select and apply accounting policies;

·    Present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable 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 Group's
financial position and financial performance; and

·    Make an assessment of the Company's ability to continue as a going
concern.

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 financial statements, prepared in accordance with the Relevant
Financial Reporting Framework, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole;

·    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; and

·    The Annual Report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy.

This responsibility statement was approved by the Board of Directors on 21
March 2023 and is signed on its behalf by:

 

 

John Duggan

Company Secretary

21 March 2023

 

Principal Risks and Uncertainties

 

The Board takes overall responsibility for identifying the nature and extent
of the risks to be managed by the Group to ensure the successful delivery of
its strategic and business priorities. The Audit Committee monitors certain
risk areas and the internal control system, as set out in the report on
governance. The Group's Risk Register identifies key risks including emerging
risks and monitors progress in managing and mitigating these risks and is
reviewed regularly during the year by the Audit Committee and at least
annually by the Board. 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.

 

The Group's Risk Register process is based upon a standardised approach to
risk identification, assessment and review with a focus on mitigation. Each
risk identified is subject to an assessment incorporating likelihood of
occurrence and potential impact on the Group.

 

The Group's Risk Register is subject to review by the Executive Leadership
Team (ELT) prior to reporting to the Audit Committee and the Board.

 

The Board has reviewed the principal risks and uncertainties against the wider
macroeconomic environment which Hostelworld operates in currently, taking into
consideration inflationary and other financial related risks as well as
consideration of the risks associated with continuing geopolitical conflicts,
climate risk and COVID-19. We recognise, in particular, that climate change
poses a number of physical (such as extreme weather events affecting customer
willingness to travel or the availability of hostels) and transition-related
(such as stakeholder perception) risks and opportunities for our business. We
take a risk-based collaborative and strategic approach to climate change. We
are aligning internal processes with the recommendations of the TCFD. The
Group has a detailed climate related Risk and Opportunities Register which is
included in the Sustainability at Hostelworld report within the annual report.

 

The most material risks facing the Group are set out in the following table,
together with comments on how they are managed to minimise their potential
impact. While the following table is not prioritised nor an exhaustive list of
all risks that may impact the Group, it is the Board's view of the principal
risks at this point in time. Individually or together, these risks could
affect the Group's 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 the
Group's revenue, returns, or financial condition.

 

The Board also considered its obligations in relation to providing both the
annual viability and going concern statements and its conclusions can be found
in the Directors Report within the annual report and in note 1 to the
consolidated financial statements within the annual report.

 

 No  Category                                                            Description and Impact                                                           Management and Mitigation                                                        Direction of change
 1   Macro-economic Conditions                                           The Group's financial performance is largely dependent on the wider              Management and the Board regularly monitor a range of trading, market and        Increased
                                                                         availability of, and demand for, travel services.                                economic indicators to

                                                                                                                                                          determine any risk to financial performance due to macroeconomic

                                                                                uncertainties, and any potential
                                                                         Travel services are enabled by the freedom of movement of people nationally

                                                                         and internationally without prohibitive restrictions. Moreover, it is            mitigating actions required.
                                                                         supported by affordable air, ferry and train fares at significant scale, and

                                                                         similarly good access to accommodation.

                                                                                                                                                          The Group's revenue and customer base is global, with a dispersed population

                                                                                of users, and a geographically dispersed set of destinations. While market
                                                                         The demand for travel services is influenced by a range of macroeconomic         conditions may decline in certain regions, the globally diversified nature of
                                                                         circumstances and their impact on consumers discretionary spending levels.       the business helps to mitigate this with circa 60% of destination markets in
                                                                         Economic activity, employment levels, inflation, interest rates, currency        Europe and circa 40% in rest of world.
                                                                         movements and access to credit are among the factors that can impact travel

                                                                         demand.

                                                                                                                                                          Rising inflation rates can impact customer discretionary spending and reduce
                                                                                                                                                          their ability to travel. However, this is potentially offset by the evidence
                                                                                                                                                          of pent-up demand across the industry as a result of an inability to travel
                                                                                                                                                          through COVID-19.

                                                                                                                                                          In circumstances where events cause a material decline in consumer travel
                                                                                                                                                          behaviours and patterns on a global scale, management will take necessary
                                                                                                                                                          actions to conserve cash.
 2   Impact of COVID-19, terrorism, geopolitical conflicts, and other    There remains a risk of travel restrictions relating to new strains or waves     Our target 18-34-year-old population tend to be flexible as to destination and   Decreased
     uncontrollable events on leisure travel                             of COVID-19. This could adversely affect the Group's business in impacted        are less risk adverse. Their trips tend to be a 'rite of passage' rather than
                                                                         regions. We are also exposed to the ability of other businesses within the       a more discretionary or optional vacation resulting in less aversion to these
                                                                         travel industry to meet increased demands as restrictions ease. Employee staff   risks and more flexibility in configuring trips around restrictions.
                                                                         shortages and flight cancellations negatively impact our business.

                                                                         The continued threat of terrorist attacks in key cities and on aircraft in
                                                                         flight may reduce the appetite of the leisure traveller to undertake trips,
                                                                         particularly to certain geographies, resulting in declining revenues.

                                                                         Geopolitical conflicts, climate change, natural disasters or other adverse
                                                                         events outside of the control of the Group may also reduce demand for or
                                                                         prevent the ability to travel to affected regions.
 3   People                                                              The Group is dependent on its ability to attract, retain and develop creative,   The Group is taking meaningful action to retain employees and has implemented    Increased
                                                                         committed and skilled employees so as to achieve its strategic objectives. Due   HR policies and people processes to enable retention of key talent; namely
                                                                         to the impact of the COVID-19 pandemic, the Group took actions to restructure    moving permanently to a hybrid working
                                                                         the organisation which commenced in 2020 and concluded in 2022, to ensure the

                                                                         organisation is designed to optimally deliver our strategic priorities. Such     model and the introduction of an Agile Working policy, a Working From Abroad
                                                                         restructures, which included reducing headcount, can impact employee morale      policy, paid wellness days and volunteering days to promote engagement,
                                                                         and engagement levels.                                                           flexibility and work-life blending.

                                                                         The Group had been feeling the effects of the global increase in attrition       The Group have recognised that an increased investment in career development
                                                                         related to COVID-19 ("the great resignation"), and although attrition has        and training of our people is key to employee engagement and in 2022 recruited
                                                                         slowed in 2022, the Group is finding it increasingly difficult to remain         a dedicated learning and development specialist within our HR team, with
                                                                         competitive to attract talent, which has the potential to further disrupt the    robust plans to support the development of individuals as well as the people
                                                                         business.                                                                        management population across 2023.

                                                                         The Group has a key dependency on attracting and retaining employees in          Robust external benchmarking has ensured there is better understanding of the
                                                                         engineering, quality assurance, product management and data roles to             competitiveness of the reward offering. Employees identified as key
                                                                         facilitate delivery of projects and maintain site and infrastructure             talent/critical skills were awarded various retention plans in a bid to
                                                                         stability. Identifying and securing top talent is becoming increasingly          retain.
                                                                         difficult in a competitive market. Due to the increased demands in terms of

                                                                         remuneration and benefits in the talent market, in addition to expectations
                                                                         around location and flexibility, particularly in the technology sector, there

                                                                         is a risk that attrition will rise again unless we continue to keep pace with    Having completed a headcount reduction in response to COVID-19, the Group
                                                                         the market and ensure our total reward offering for new and existing hires is    closely monitor headcount. While larger technology companies were making
                                                                         on-par with the industry standard.                                               announcements relating to significant headcount cuts, we avoided this and will

                                                                                continue to assess headcount needs in 2023.

                                                                         All of this presents several significant risks, including increased attrition,

                                                                         difficulty retaining valuable key employees, increased time to hire, weakening   The Group currently operates from five global offices, which provides
                                                                         of our employer brand and therefore ability to attract high calibre talent,      flexibility for location of key talent, and has further increased its reach to
                                                                         potential negative impact on employee morale, productivity and overall           attract talent by new locations in Germany, Spain and Italy. The Group also
                                                                         engagement, an adverse impact on our culture, and resource constraints; any of   engages with a 3rd party 'Employer of Record' to be able to hire talent from
                                                                         which could adversely impact our business and reputation.                        countries where we don't have an entity.

                                                                                                                                                          A Non-Executive Director fulfils a workforce engagement role as set out in the
                                                                                                                                                          2018 UK Corporate Governance Code.
 4   Data security                                                       We are an innovative technology company dependent on sophisticated software      The Group takes the protection of our customer and employee personal data very   Unchanged
                                                                         applications and computing infrastructure.                                       seriously. We maintain controls and policies to comply with laws that apply to

                                                                                our business, address evolving security threats, and support business
                                                                                                                                                          innovation and growth.

                                                                         The security of confidential business information we generate when engaging in
                                                                         e-commerce and the personal data we capture from customers and employees is

                                                                         essential to maintaining consumer and travel service provider confidence in      All employees undertake comprehensive IT security and data protection training
                                                                         our services. As an online platform, we are constantly exposed to cyber          at induction and complete annual refresher training.
                                                                         security related threats in the form of internal and external attacks or

                                                                         disruption on our systems or those of our third-party suppliers.

                                                                                                                                                          We have a robust and comprehensive data privacy, security and protection

                                                                                compliance programme in place. We operate a supplier onboarding process that
                                                                         Our flexible hybrid working model, our work from anywhere policy as well as      includes a detailed review of the data flows, GDPR considerations and
                                                                         our engagement of contractors dispersed in various jurisdictions, increases      interrogation of the integrity of the IT security of the supplier. We
                                                                         the data security challenges faced by the business.                              constantly risk assess our vendors, the personal data they process and the

                                                                                maturity of controls in relation to information security and data protection,
                                                                                                                                                          and schedule periodic reviews of controls in place.

                                                                         As the business pursues its social strategy and this strategy evolves, data
                                                                         security shifts into sharper focus with the extended categories of data

                                                                         shared.                                                                          Our information security controls are aligned to leading industry standards,

                                                                                ISO27001:2017 and NIST Cyber Security Frameworks. We are PCI compliant with
                                                                                                                                                          the guidelines of the payment card industry and are audited to these

                                                                                standards.
                                                                         In 2022, the migration of the e-commerce platform to the cloud was completed.

                                                                         The security risks of cloud computing vary depending on the delivery model
                                                                         used, but many of the risks extend into every type of cloud solution.

                                                                                We have a data protection compliance framework in place that is aligned to our
                                                                                                                                                          on-going obligations under the GDPR, ePrivacy Directive and other applicable

                                                                                laws. We have invested and continue to invest in our own data protection
                                                                         The Group's IT Platforms must comply with GDPR regulations and stay scalable,    compliance resources to monitor and ensure compliance including a bespoke data
                                                                         robust and reliable.                                                             privacy management software tool. We employ a Data Protection Officer (DPO)
                                                                                                                                                          who is responsible for informing, advising and monitoring compliance on all
                                                                                                                                                          matters relating to the protection of personal data in the Group. Our DPO is
                                                                                                                                                          supported by designated data protection champions throughout the business.

                                                                                                                                                          Due to our hybrid working policy we continually assess the risks of remote
                                                                                                                                                          access. We use Single Sign On and Multi Factor Authentication to ensure
                                                                                                                                                          adequate protection.

                                                                                                                                                          We work closely with an expert solution provider in the architecture and
                                                                                                                                                          provisioning of cloud services, as well as a certified security company for
                                                                                                                                                          independent vulnerability and security scanning.

                                                                                                                                                          We work closely with our product teams to review evolutions in our social
                                                                                                                                                          strategy to ensure privacy by design in respect of all projects and iterations
                                                                                                                                                          of existing projects.
 5   Cyber                                                               The Group is susceptible to cyberattacks which could compromise the integrity    The Group expends significant resources to protect against cybersecurity         Increased
                                                                         of our systems and the security of our data. Cyberattacks by individuals,        breaches and regularly increase our security-related expenditures to maintain
                                                                         groups of hackers, and state sponsored organisations are increasing in           or increase our systems' security.
                                                                         frequency and sophistication and are constantly evolving. The Group expects

                                                                         this risk to become more difficult to manage as the tools and techniques used    Due diligence is performed on all third-party vendors to ensure that
                                                                         in such attacks become ever more sophisticated.                                  sufficient and appropriate security controls exist to protect Hostelworld data

                                                                                and systems.

                                                                         The recent move of internal systems to the cloud brings further cybersecurity

                                                                         challenges. There is a risk that the Group's current technical,                  The Group have an arrangement in place with a specialist third party firm to
                                                                         administrative, and physical IT security framework may not be successful in      monitor network activity and to detect, neutralise, and report any unusual
                                                                         safeguarding our information assets against cybersecurity attacks. This may      activity to our corporate IT function.
                                                                         result in bad actors stealing customer information, transaction data or other

                                                                         proprietary information. There is also a risk of infiltration of the Group's
                                                                         systems through cyberattacks carried out on third party vendors or contractors

                                                                         of the Group.                                                                    IT policies, procedures, and cyber security initiatives are reviewed and

                                                                                updated regularly to address the changing regulatory environment, including
                                                                                                                                                          data privacy regulations, and to mitigate the evolving cyber security threat.

                                                                         There is a risk that internal resources will not have the necessary skills to
                                                                         ensure that data and systems hosted in the cloud will not be exposed due to

                                                                         inexperience or misconfiguration.                                                Procurement processes have been developed to ensure that third party

                                                                                onboarding includes thorough due diligence prior to the execution of
                                                                                                                                                          agreements. Cloud-relevant training has been identified and internal resources

                                                                                continue to be upskilled in this area.
                                                                         There is a risk that insurance companies will impose limitations on cover to
                                                                         prevent adequate insurance protection in the event of a cybersecurity attack.
 6   Financial                                                           The Group's activities expose it to a variety of financial risks. The Group's    The Group proactively manages financial risk by seeking to minimise potential    Unchanged
                                                                         revenues and costs are impacted by rising inflation rates, which may also        adverse effects on its
                                                                         deter our customers from travelling.

                                                                                financial performance.

                                                                         Foreign exchange movements may impact travel decisions and travel patterns by

                                                                         customers, as travel from one market into another (operating with a different    Foreign exchange movements may impact travel decisions and travel patterns by
                                                                         currency) becomes more expensive. Furthermore, the Group is exposed to           customers, but typically there is a degree of inherent hedging. In a normal
                                                                         translation risk which occurs if the Group has a surplus or deficit in a         trading environment, USD revenue receipts approximate related USD marketing
                                                                         foreign currency which changes in value over time.                               outflows which mitigates FX translation risk. The Group minimises holdings of

                                                                                excess non-euro currency above anticipated outflow requirements.

                                                                         The Group has a €30m term loan facility in place with certain investment

                                                                         funds and accounts of HPS Investment Partners LLC (or subsidiaries or            The Group has established a disciplined framework, including key ratios and
                                                                         affiliates thereof). The Group's term loan facility creates repayment            KPIs, of forecasting and reporting which is regularly reviewed and challenged
                                                                         obligations and covenants, reporting to the involved brokers and lenders, and    by management to ensure compliance with the loan facility's obligations and
                                                                         requires constant monitoring of our leverage position and liquidity metrics.     covenants, and affordability of repayment terms including interest.
                                                                         The facility bears an interest at a margin of 9.0% per annum over EURIBOR.
                                                                         Increases in interest rates increases the cost of the facility. Without a
                                                                         return to strong trading levels it is not certain that the Group can meet the
                                                                         covenants set out under the term loan facility agreement.
 7   Competition                                                         The risks posed by competition could adversely impact our market share and       Our primary mitigation is the execution of our strategy and to capitalise on     Unchanged
                                                                         future growth of the business. While we face a number of key risks under         our unique market position.
                                                                         competition, in each the competitor we reference is likely to have more

                                                                         resources than we do to enable them to compete more effectively.

                                                                                                                                                          We target new customer acquisition and grow the most profitable customer

                                                                                cohorts (with focus on Customer Lifetime Value/Customer Acquisition Cost) by
                                                                         There is risk in relation to supply whereby competition from direct              optimising overall marketing investment. We strengthen the Group's core
                                                                         competitors, alternative accommodation operators, and disruptive new entrants    platform in order to improve its flexibility and the experience of our
                                                                         may lead to a loss of key accommodation suppliers. They may achieve this         customers.
                                                                         through their ability to absorb revenue losses and/or additional costs in

                                                                         order to compete on price or bidding strategy, their ability to grow core
                                                                         inventory base (both in terms of property count and destination coverage), and

                                                                         their ability to enhance product features faster through depth of resources.     We focus on expanding our global footprint, meeting emerging demand while also

                                                                                strengthening our overall product offering.

                                                                         There is risk posed by Google or other large market players broadening their

                                                                         offering and becoming a direct competitor.                                       We leverage the capabilities of our partnerships to ensure we are delivering

                                                                                best in class and the most advanced technology-based solutions for our
                                                                                                                                                          customers and hostel partners.

                                                                         Changes in customer behaviour (for instance post COVID-19 a customer may
                                                                         prefer a private room to a public dorm) may lead to a loss in customer traffic

                                                                         and demand for our services and/or an increase in customer acquisition costs.    We evaluate strategic opportunities to diversify away from exclusive

                                                                                dependence on OTA business and develop a broader experiential based travel
                                                                                                                                                          offering to our customers.

                                                                         There is a risk that the hostels on which we are reliant give their supply as
                                                                         exclusive inventory to our competitors.

                                                                                                                                                          We roll out commercial agreements to secure competitive rates and inventory
                                                                                                                                                          across our property base. We make use of the "solo system" and "social cues"
                                                                                                                                                          strategy to gain access to increased inventory and ward off other platforms
                                                                                                                                                          from competing in this space.
 8   IT Platforms and technological innovation                           Over recent years the ever-increasing pace of change of new technology, new      We focus on staying current with new trends in technology development and        Increased
                                                                         infrastructure, and new software offerings have changed how customers            customer behaviour.
                                                                         research, purchase, and experience travel. Notable shift changes include

                                                                         mobile networks, mobile applications, meta-search providers, display
                                                                         advertising, and social communities.

                                                                                We invest a significant amount of our product and user experience functions on
                                                                                                                                                          research and

                                                                         Unless we continue to stay abreast of technology innovation and change, we       development and interacting with similar companies both within and external to
                                                                         risk becoming irrelevant to the modern customer. Technology evolves rapidly,     travel.
                                                                         and updates can become quickly obsolete.

                                                                                We leverage the capabilities of partnerships to ensure we are delivering best
                                                                         The Counter business currently sits outside the main Hostelworld.com             in class and the most advanced tech-based solutions for our customers and
                                                                         development environment and needs to be consolidated which could mean a risk     hostel partners.
                                                                         of disruption to service.

                                                                                                                                                          The Group has continued with the ongoing modernisation of our underlying
                                                                                                                                                          platform to enable us to support faster execution across our core platform. We
                                                                                                                                                          will work on onboarding the Counter business into our Hostelworld development
                                                                                                                                                          environment in 2023 so that it benefits from this modernisation and
                                                                                                                                                          investment.
 9   Third party reliance                                                We rely on hostel accommodation providers to supply us with our inventory. The   We focus on maintaining good relationships with hostels and                      Unchanged
                                                                         majority of our revenue is generated by hostels who are connected to third       vendors.
                                                                         party channels. If these channels do not make required updates that allow

                                                                         hostels access our latest features, we may fall behind competitive offerings.
                                                                         If these parties suffer from an outage, it will lead to a potential loss in

                                                                         supply.                                                                          We work closely with hostel partners and hostel associations to monitor all

                                                                                key developments in the

                                                                                market. We regularly temperature check the sector both broadly through mass
                                                                         Given COVID-19 and ongoing financial pressures, with our hostel partners in      communications and surveys or using more focused means including face to face
                                                                         particular, there is increased risk of properties going out of business, no      meetings or one on one calls to ensure that our recorded data is as up to date
                                                                         longer operating in the hostel category, or removing significant hostel          as possible.
                                                                         elements from their properties.

                                                                                Risk assessment and due diligence controls are carried out in respect of each
                                                                         We rely on a number of key third party providers in relation to systems and      third-party provider.
                                                                         service providers. Any interruption in service from any of these providers may

                                                                         lead to a loss in revenue, loss in site and app functionality, increased input   We try to identify alternative providers where possible which includes
                                                                         from customer services and engineer time, and ultimately if we experience        consideration of the effort of transferring services. Material vendors are
                                                                         multiple failures we risk reputational and brand damage.                         subject to an annual business review, which is coordinated by the dedicated

                                                                                internal procurement function, where all key risk areas are reviewed. In
                                                                                                                                                          addition, all vendor contracts and requests must be processed through the

                                                                                Group's purchasing & contract review process.
                                                                         The Group relies on payment processors and payment card schemes to execute

                                                                         certain components of the payments process. We generally pay these third
                                                                         parties interchange fees and other processing and gateway fees to help

                                                                         facilitate payments from customers to our travel service provider partners.      For services providers we ensure contractual obligations dictate minimum
                                                                         There is a risk that the Group may not maintain its relationships with these     functionality and speedy resolution of issues. We put alerts in place to
                                                                         third parties on favourable terms or that these transaction fees imposed by      immediately capture any downtime and replicate as much functionality as
                                                                         these providers are increased.                                                   possible in-house.

                                                                                                                                                          The Group has made preparations in the event hostel partners and/or key
                                                                                                                                                          service providers fail. The Group closely monitors the financial health of key
                                                                                                                                                          suppliers and taking steps to mitigate risks.
 10  Search engine algorithms                                            A large proportion of traffic to our websites is generated through internet      The Group invests heavily in recruiting and retaining key personnel with the     Unchanged
                                                                         search engines such as Google, from non-paid (organic) searches, and through     requisite skills and capabilities in paid and non-paid searches.
                                                                         the purchase of traffic from travel related user queries/searches (paid

                                                                         searches).

                                                                                                                                                          This in-house expertise is supplemented by the deployment of leading

                                                                                technology tools and their continuous development to align and match changes
                                                                         We therefore rely significantly on practices such as Search Engine               in search engine algorithms.
                                                                         Optimisation (SEO) and Search Engine Marketing (SEM) to improve our visibility

                                                                         in relevant search results. Search engines, including Google, frequently
                                                                         update and change the logic that determines the placement and display of

                                                                         results of a user's search, which can negatively impact placement of our paid    The search marketing team works closely with Google to understand any changes
                                                                         and organic results in search results. Google algorithms have become very        in functionality to the Google Ads platform so that we can avail of any
                                                                         sophisticated. We also use algorithms to determine the optimal bid (price) for   efficiencies in our search traffic. The Group participates in alpha and beta
                                                                         each user acquisition.                                                           feature tests that give Hostelworld first mover advantage with new

                                                                                functionality that can help drive efficiency.

                                                                         We risk being significantly behind in our marketing strategy. Particularly, in

                                                                         respect of paid searches, our costs to improve or maintain our placement in      We continue to enhance our skillsets in house and capabilities by partnering
                                                                         search results can increase. This could result in a decrease in bookings, and    with third party vendors to enhance our search engine optimisation.
                                                                         thus revenue, and an increase in costs. It could also result in having to
                                                                         replace free traffic with paid traffic, which would negatively impact margins.

                                                                         Furthermore, the algorithms that determine our customer acquisition price are
                                                                         dependent on user level data that may not be provided where users do not
                                                                         consent. Since we are placing a bid for each relevant user query to be
                                                                         acquired, the granularity and precision is extremely important for efficient
                                                                         investment allocation.

                                                                         Changes and developments in the algorithms can happen in a rapid fashion and
                                                                         it is critical for Hostelworld to remain up to date.
 11  Climate change, sustainability and corporate social responsibility  Climate change and sustainability continue to be areas of increased focus for    Climate change issues may impact travel decisions and travel patterns by         Increased
                                                                         the Group and are further evolving as areas of heightened concern with our       customers but is mitigated to
                                                                         internal and external stakeholders.

                                                                                the extent that our business is a global one, with a dispersed population of
                                                                                                                                                          users, and a geographically

                                                                         There is a request for more accountability from our customers, employees, and    dispersed set of destinations. We take climate risk into consideration in our
                                                                         other stakeholders as to what the Group is doing to limit its direct and         forecasting and budgeting processes. Further detail is included in the
                                                                         indirect impact on climate change.                                               Viability Statement within the annual report and the Sustainability at

                                                                                Hostelworld report within the annual report.

                                                                         Listing rule developments require tangible reporting on climate disclosures

                                                                         (by virtue of TCFD) including identified metrics and targets to measure the      For ESG and TCFD the related steercos received specific training from a
                                                                         Group's progress on its sustainability journey. Other legal and regulatory       third-party provider. We also engage with third parties' specialists for
                                                                         requirements also impact reporting required from the Group and keeping abreast   additional support where required, including monitoring the environment for
                                                                         of all developments in the area is a key risk.                                   any changes in requirements that could affect the Group.

                                                                         Physical climate change risks such as extreme weather events could affect our    As an e-commerce business based in five office locations around the world with
                                                                         inventory competitiveness and results of operations. In addition, transitional   241 employees, whilst our Scope 1 and Scope 2 carbon footprint is relatively
                                                                         climate change risks such as changes in stakeholder expectations, travel         small, we recognise that the Group has a role to play in protecting our
                                                                         patterns, technologies, and policy and regulation may affect the Group and       environment. We have set out the metrics and targets we use to monitor our
                                                                         results of operations.                                                           footprint in the Sustainability at Hostelworld report within the annual

                                                                                report.

                                                                         There is a risk that we do not meet shareholder expectations regarding our

                                                                         target setting and performance against creating a more sustainable operating     Our goal is to work with hostels on their own Staircase to Sustainability
                                                                         environment.                                                                     initiatives. We have begun to work on a hostel facing sustainability plan to

                                                                                address asks from both the consumer audience and the hostel partners. This
                                                                                                                                                          work will see hostel efforts being showcased on the platform, allowing

                                                                                customers to see precisely what areas a hostel has made progress in. The first
                                                                         We also know that our consumer base feels strongly about making sustainable      step in the execution of this work will be an educational programme for
                                                                         travel choices and our hostels look to us for guidance in the area of            partner hostels to surface the bespoke framework we have created for the
                                                                         sustainability, requiring us to help to support this group of stakeholders.      sector. We are also recognising efforts, in the areas of Community and Eco
                                                                                                                                                          particularly, in our annual HOSCAR awards.
 12  Regulation                                                          Regulatory and legal requirements and uncertainties around these could subject   The Group has an internal legal team and external legal advisors to advise the   Unchanged
                                                                         the Group to business constraints, increased regulatory and compliance costs     Group on current and
                                                                         or otherwise harm our business.

                                                                                anticipated legal requirements. Our legal advisors monitor and advise on
                                                                                                                                                          regulatory matters in locations in which we provide services with a particular

                                                                                focus on those areas where we have local operations.
                                                                         Our business is global and highly regulated. We are exposed to issues

                                                                         regarding competition, licensing of local accommodation and experiences,
                                                                         language usage, web-based trading, consumer compliance, tax, intellectual

                                                                         property, trademarks, data protection and information security and commercial    Suitably experienced resources have been engaged to ensure consumer compliance
                                                                         disputes in multiple jurisdictions.                                              requirements, compliance with the Listing Rules, the UK Financial Reporting

                                                                                Council Corporate Governance Code and the Market Abuse Regulations.

                                                                         The recommendations of the Task Force on Climate-Related Financial Disclosures

                                                                         (TCFD) place an onus on the Group to disclose its compliance. The Group needs    We have a clear TCFD governance structure in place, and we utilise third
                                                                         to stay aware of all future regulation and policy changes within                 parties to monitor the landscape for any further climate and sustainability
                                                                         sustainability.                                                                  related changes which may impact the Group.

                                                                         Payment Services Directive Two (PSD2) is an EU Directive that applies to         The Group have been working with the Central Bank of Ireland to ensure the
                                                                         payment services in the EU and regulates the authentication process for          Group is compliant with the PSD2 EU Directive.
                                                                         accepting credit cards, which the Group need to comply with. The Group is also

                                                                         subject to payment card association rules and obligations under our contracts
                                                                         with the card schemes and our payment card processors, including the Payment

                                                                         Card Industry Data Security Standard (PCI DSS).                                  We have appointed external insurance brokers to help us ensure we have the

                                                                                appropriate insurance in place on the best possible terms. In April 2022 we
                                                                                                                                                          carried out an audit in conjunction with an independent insurance broker to

                                                                                ensure that our insurance policies and limits reflect the risk environment and
                                                                         The EU Package Travel Directive (the PTD) sets out broad requirements such as    reflect industry standard.
                                                                         local registration, certain mandatory financial guarantees, disclosure

                                                                         requirements and other rules regulating the provision of travel packages and
                                                                         linked travel arrangements.

                                                                                We have expanded our ability to offer customers their preferred method of
                                                                                                                                                          payment in the most efficient manner on all our platforms.

                                                                         Changes to the rules regarding the use of "cookies" on our website and mobile
                                                                         applications have the potential to impact on our ability to serve our

                                                                         customers. Cookies are valuable tools for the Group that we use to enhance our   The provisions of the Digital Services Act have been subject to a detailed
                                                                         customers' experiences and increase conversion. The GDPR and ePrivacy            review and the implications in relation to social functionality and customer
                                                                         Directive require "opt-in" consent before certain cookies can be placed on a     review have been fully assessed and necessary processes are being updated in
                                                                         user's computer or mobile device.                                                advance of statutory application.

                                                                         The e-Commerce Directive currently means that the Group cannot be held liable    The wider legal framework is also kept under review pertaining to online
                                                                         for content merely published on its platform, however the Digital Services Act   safety and media regulation requirements.
                                                                         seeks to place greater obligations on companies in relation to content
                                                                         moderation as well as transparency reporting with the imposition of fines for
                                                                         non-compliance.

                                                                         As the Group's social strategy evolves, the scope of content which may require
                                                                         moderation increases drastically. The development of social features also
                                                                         places greater focus on our GDPR compliance in relation to transparency,
                                                                         legitimacy of processing and data security and data retention.

                                                                         The Group is also subject to new sign-up regulations including the DAC 7 EU
                                                                         Tax directive. Any addition of new regulatory material that needs to be
                                                                         collated upon sign up, will slow down the operations of GMT and could impact
                                                                         the number of properties added to the site each year. If there is a
                                                                         reclassification of what is a 'hostel' in any locality, this could impact how
                                                                         we choose to display property categorisations on our site. Also, even if a
                                                                         licence is collated upon sign up, the laws within each city can change,
                                                                         resulting in a closure of properties and removal of beds from Hostelworld.
 13  Business continuity                                                 Failure in our IT systems or those on which we rely such as third party hosted   As an e-commerce organisation, the Group's BCP focuses on the continued          Unchanged
                                                                         services could disrupt availability of our booking engines and payments          operation of consumer facing products and related services to ensure our
                                                                         platforms, or availability of administrative services at our office locations.   e-commerce trading systems can continue to process

                                                                                                                                                          bookings. The Group has worked with external advisors to produce robust

                                                                                documented business continuity and disaster recovery capabilities.
                                                                         Failure of business continuity planning (BCP) could result in significant

                                                                         disruption to service.

                                                                                                                                                          The ongoing modernisation programme of both Corporate IT and the website to
                                                                                                                                                          cloud based services increases resilience to business interruption.

                                                                                                                                                          We updated our standard supplier terms to provide more robust and
                                                                                                                                                          comprehensive contractual provisions regarding force majeure (covering
                                                                                                                                                          epidemics/pandemics) and BCP (requiring suppliers to implement the provisions
                                                                                                                                                          of our BCP at any time).

                                                                                                                                                          The Group's BCP and disaster recovery plan was successfully implemented to
                                                                                                                                                          support the business in its response to COVID-19. Both this plan and the
                                                                                                                                                          supporting backup and failover facilities are regularly reviewed to ensure
                                                                                                                                                          their continued validity.
 14  Brand and reputation                                                A central pillar of Hostelworld's strategy is the continued evolution of the     The paid marketing teams have continued to invest in promoting our app,          Increased
                                                                         app's social features which has functionality to fulfil the growing solo         specifically the new social
                                                                         traveller market's need to meet other travellers.

                                                                                features and encouraging targeted audiences to download the app. The brand
                                                                                                                                                          marketing teams have

                                                                         Given strict cost discipline in place, there has been reduced spend on brand     worked to keep all owned channels functioning and active, ensuring that
                                                                         marketing over the last two years. This has undoubtedly impacted both brand      wherever possible we retain audiences. There has been a small investment in
                                                                         consideration within the existing audience and brand recognition for emerging    social media content creators who produce peer-to- peer video content. We are
                                                                         audiences. The inability to quickly process customer refunds from the initial    seeing a return on investment with increased engagement and a growing follower
                                                                         COVID-19 cancellations is also likely to have eroded existing customers'         account across both TikTok and Instagram.
                                                                         trust. Organic channels have declined in terms of reach and engagement since

                                                                         early 2020. The owned social media channels lost a huge audience and are
                                                                         seeing a slow rate of growth in terms of fans/followers.

                                                                                An ongoing CRM strategy alerts the existing customer base to the social
                                                                                                                                                          features at touchpoints throughout the customer journey.

                                                                         A successful cyberattack resulting in significant downtime or loss of data
                                                                         could cause reputational damage. If a cyberattack was realised there is a risk

                                                                         that the fallout both internally and externally could damage the reputation of   As an organisation we have communicated to customers via CRM and social media
                                                                         the company causing customers to move to a competitor platform.                  our stance on emotive issues such as the war in Ukraine, providing ways in

                                                                                which our customers can support hostels in impacted areas.

                                                                         Poor customer experiences can also impact brand damage. There are cases where

                                                                         a customer has a poor experience at the hostel, either through employee          We have external PR advisors supporting us to manage any corporate PR
                                                                         interactions or booking issues. It can be difficult for the customer to          incidents. The crisis communications plan is being updated to reflect the use
                                                                         separate the experience in the hostel from the platform they booked with. With   of external advisors.
                                                                         the expansion of our offerings, the scope for reputational impact from

                                                                         customer experiences increases, coupled with the ongoing trend of seeking
                                                                         redress in a public rather than a private forum.

                                                                                Hostelworld invest heavily in security controls to protect the platform and
                                                                                                                                                          the network from malicious cyber activity. Regular reviews ensure that all

                                                                                controls are current and effective. The crisis communications plan has been
                                                                         If Hostelworld is identified as an organisation that makes false claims about    updated to reflect the potential for a cyber security attack. We will use our
                                                                         its Diversity and Inclusion or Sustainability activities, the reputational       external PR agency to minimise impact.
                                                                         damage could be devastating. Greenwashing claims are a risk to any

                                                                         organisation that is reporting on its climate change and sustainability
                                                                         objectives and goals.

                                                                                We have put in place an ESG Steerco to oversee our sustainability agenda, and
                                                                                                                                                          where needed we utilise third parties to mitigate against the risk of bad

                                                                                press including engaging with a reputable third-party South Pole on our
                                                                         Hostelworld may also face scrutiny in their response, as well as their speed     climate neutral journey and using our public relation partner to review any
                                                                         of response, to developments in the greater geopolitical climate. Failure to     sustainability material on our site, in press releases or in our annual
                                                                         respond in line with mainstream public opinion or a delayed response impacts     report.
                                                                         companies brand and perceived integrity.

                                                                                                                                                          Our customer service team strive to ensure that customers have a positive
                                                                                                                                                          experience at all stages of interacting with us. The Group has a crisis
                                                                                                                                                          management policy in place which includes appropriate escalation which is
                                                                                                                                                          regularly reviewed for relevance and requires input from senior management.
 15  Taxation                                                            The Group can be subject to digital services tax (DST). Some countries have      Our tax risk is managed by the employment of suitably qualified personnel and    Unchanged
                                                                         taken steps to introduce DST to address the issue of multinational businesses    close engagement with big four tax advisors. In collaboration with our tax
                                                                         carrying on business in their jurisdiction without a physical presence and are   advisors, a large professional services firm, we
                                                                         therefore generally not subject to income tax in those jurisdictions.

                                                                                assess possible tax impacts in the jurisdictions in which we operate to ensure
                                                                                                                                                          our tax obligations are aligned to the operational nature of our business. We

                                                                                receive briefings to Board by our tax advisors, where required, on tax risks
                                                                         The Group can also be subject to new vat rules being implemented and new         and any changes in tax legislation which impacts on current tax structure of
                                                                         reporting requirements. Hostelworld currently operates a B2B (Hostelworld to     the Group.
                                                                         Hostel) VAT model and are VAT registered in Ireland. Non-EU countries are

                                                                         introducing local rules in relation to electronically supplied services (ESS)
                                                                         whereby if a business does not have a VAT/GST number a B2C (Hostelworld to

                                                                         Traveller) relationship is assumed and VAT/GST should be charged on supply.      A biannual review is performed with our tax advisors on DST and ESS, and their
                                                                         The EU are introduced DAC 7 which increases the reporting requirement of         impact on our Group as trade and turnover (on which the tax is levied)
                                                                         digital platforms.                                                               continues to pick up.

                                                                         There is an increase to the income and corporation tax risk profile of the       We are reviewing our internal processes and information gathered from the
                                                                         Group due to the increasing global workforce footprint of the Group, the         properties on our website to ensure compliance with local ESS regimes and the
                                                                         relocation of some executive leadership outside of Ireland, and the              requirements of DAC 7 reporting.
                                                                         introduction of a 30-day work from abroad policy. A tax authority may consider

                                                                         a permanent establishment to exist in a country by virtue of some activity
                                                                         being carried on there. A tax authority may deem an employer to have a payroll

                                                                         withholding tax and social security obligation if an individual finds            We closely monitor our global footprint and put the appropriate tax structures
                                                                         themselves personally tax resident in a country.                                 in place when applicable. We also monitor business travel and have in place a

                                                                                strict work from abroad policy.

                                                                         The Hostelworld Group structure is driven by our Intellectual Property (IP).

                                                                         Ireland acts as the Group entrepreneur and directs the activities of the         We approve where the key functions are located within the Group and align
                                                                         overseas service providers. Key functions, assets or risks undertaken/managed    transfer pricing policies to reflect this.
                                                                         outside Ireland may cause tax leakage.

                                                                         If those tax authorities take a different view than the Group as to the basis
                                                                         on which the Group is subject to tax, it could result in the Group having to
                                                                         account for tax that it currently does not collect or pay, which could have a
                                                                         material adverse effect on the Group's financial condition and results of
                                                                         operation if it could not reclaim taxes already accounted for in the
                                                                         jurisdictions the Group considers relevant.

                                                                         Changes to tax legislation or the interpretation of tax legislation, changes
                                                                         to tax laws based on recommendations made by the OECD in relation to its
                                                                         Action Plan on Base Erosion and Profits Shifting 2.0 (BEPS) or made by
                                                                         national governments can result in additional material tax positions being
                                                                         suffered by the Group.

 

 

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