Annual Report and Accounts

2025

CONNECTING

AND EMPOWERING

THE WORLD

OF TRAVEL

Vision

To bring simplicity to the world of travel

Mission

To accelerate businesses’ growth in the

travel industry with our powerful blend

of technology, data, people and product

The leading independent B2B travel

technology marketplace

Introduction

About HBX Group

Strategic report

Chair’s statement

Chief Executive Officer’s statement

Investment case

Business model

Strategy

Market review

Key performance indicators

Business review

Financial review

Section 172(1) statement

Stakeholder engagement

ESG strategy

Non-financial and sustainability

information statement

Risk management

Principal risks and uncertainties

Governance

Governance at a glance

Chair’s introduction to

Corporategovernance

Board of Directors

Seniormanagement team

Purpose, vision and culture

HBX Group governance framework

How the Board operates

Board activities

Compliance with the Spanish code of

good governance

Stakeholder engagement

101

Contents

Governance continued

Audit & Risk Committee report

105

Nomination Committee report

114

Remuneration report

119

Directors’ Report

142

Statement of Directors’ responsibilities

145

Financial statements

Statement of Directors’ responsibilities

in respect of the financial statements

147

Independent auditor’s report

148

Consolidated statement of profit

or loss

156

Consolidated statement of

comprehensive income or expense

156

Consolidated statement of

financial position

157

Consolidated statement of changes

in equity

158

Consolidated statement of cash flows

159

Notes to the consolidated financial

statements

160

Company statement of financial

position

198

Company statement of changes in

equity

199

Notes to the Company financial

statements

200

Other information

Alternative performance measures

204

Glossary

207

Shareholder information

208

Forward looking statements disclaimer

209

Management Report

HBX Group is required to prepare a

Management Report. This Management

Report must contain a fair review of

the progress of the business and the

performance of the Group, together

with a description of the principal

risks and uncertainties that it faces.

In the preparation of this report, HBX

Group has taken into consideration the

guide published in 2013 by the Spanish

National Securities Market Commission

(CNMV) which establishes a number of

recommendations for the preparation of

management reports of listed companies.

The Management report comprises the

following sections:

About HBX Group

HBX Group at a glance

Business model

Market review

Strategy

Key performance indicators

Business review

Financial review

Section 172(1) statement

Stakeholder engagement

ESG strategy

Non-financial and sustainability

information statement

Risk management

Principal risks and uncertainties

Notes to the consolidated financial

statements

160

The Annual Corporate Governance Report

is part of this Management Report but has

been presented separately. This report has

been filed with the CNMV, together with

the required statistical annex, in accordance

with the CNMV Circular 2/2018, dated 12 June.

The consolidated Non-Financial Information

Statement and Sustainability Information

(together referred to as the ‘Sustainability

statement’ in this Management Report)

complies with Spanish Law 11/2018, of

December 28, amending the Commercial

Code, the consolidated text of the Capital

Companies Law approved by Royal

Legislative Decree 1/2010, of July 2, Law

22/2015, of July 20, on Auditing, in matters

of non-financial and diversity information,

and Law 5/2021, of April 12, amending Article

49.6.II, fourth paragraph, of the Commercial

Code.

For more on the HBX Group,

visit our website: www.hbxgroup.com

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONINTRODUCTION 1HBX Group Annual Report and Accounts 2025

About HBX Group

What we do

Connect global supply and demand,

empowering businesses, and their

travellers, with choice and confidence.

Who we are

HBX Group is a leading Business to

Business (B2B) travel technology

marketplace.

How we do it

Through our best-in-class platforms,

and a powerful blend of technology,

data, people and product.

Why do we do it

To build a seamless and frictionless

end-to-end travel experience.

HBX Group has over 20 years of B2B travel industry expertise

Travel

Marketplace

Suppliers Distributors

Learn more on page 11

• Hotels

• Experiences

• Transfers and

car rental

• Tour operators

• Online Travel

Agents (OTAs)

• Travel advisors

• Airlines and loyalty

programmes

HBX Group

ecosystem

Tech + Data + People + Product

Long standing

relationships

High quality

inventory

1. A loyalty programme rewards repeat customers

with points, discounts, or perks to encourage

ongoing engagement.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 2

HBX Group at a glance: global scale & market reach

€2.4bn

TTV

€4.2bn

TTV

€1.6bn

TTV

With a presence in over 170 countries, HBX Group connects thousands of suppliers and distributors across the travel value chain. Leveraging our strong position across source

and destination markets, HBX Group empowers smarter travel experiences at scale.

High quality inventory with

vast supply network

HBX Group connects a uniquely

broad range of supply across the

global accommodation, mobility

and experiences landscape. Our

portfolio includes Global chains,

Regional chains and Independent

hotels, enabling access to hard-to-

reach inventory at scale.

Long standing

relationships with

travel distributors

Our global distribution network

spans traditional tour operators,

digital platforms, airlines and

loyalty ecosystems, empowering

partners across every corner of the

leisure travel sector.

Supply by Archetype

Distribution by Archetype

1. Split by Total Transaction Value (TTV) generated across the following categories: Accommodation (Independent Hotels,

RegionalChains, Global Chains), Mobility and Experiences

2. TTV is calculated based on destination

EUROPE

AMERICAS

MEAPAC

Tour operator

Online marketplaces

Airlines & loyalty

B2B Intermediaries

33%

22%

16%

12%

17%

Travel advisors

Global chains

Regional chains

Third party supplier

Mobility & Experiences

19%

41%

22%

13%

Independent hotels

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 3

About HBX Group

HBX Group Ecosystem: Our diversified portfolio

Accommodation Mobility & Experiences

Hoteltech Fintech & Insurance

We deliver a scalable TravelTech ecosystem that connects global supply and demand, empowers local expertise, and enables end-

to-end solutions across Accommodation, Mobility, Experiences, Hoteltech, Fintech, and Insurance.

HBX Group deploys a diversified portfolio of product lines, the

largest of which is Accommodation, generating 95% of the Group’s

Total Transaction Value (TTV). We offer access to over 300,000

properties in more than 170 countries, with over 100,000 directly

contracted hotels, which contributes 85% of our accomodation TTV.

The remaining share is sourced through third-party suppliers (TPS),

ensuring breadth and flexibility across our offering. This combination

of scale, quality and diversity meets global traveller needs through

our main brands: Hotelbeds, Bedsonline, The Luxurist and Civitfun.

HBX Group’s Supplier Preferential Agreements (SPAs) with over

6,000 hotels, bring additional value to hotels in exchange for

differentiated commercial conditions.

HBX Group’s Mobility & Experiences portfolio offers seamless travel

solutions – from chauffeur services and shuttles to car rental and

extra luggage options – alongside a curated range of experiences

including theme parks, museums, tours, and activities. With

23,000 experiences and 9,600 transfer routes available, these

products help partners up-sell and cross-sell, increasing customer

satisfaction and revenue per booking. The Luxurist expands these

services in the high-value luxury travel segment.

HBX Group continues expanding into Fintech and Insurance,

offering services such as pay-in/pay-out, FX, cash advances, virtual

credit cards, and tailored travel insurance. Through partnerships

with regulated entities, these offerings respond to growing

demand for connected, all-in-one travel experiences – enhancing

both partner value and the end-user journey, and strengthening

our overall ecosystem proposition.

Our Brands

Corporate & commercial brand

Our main brands

Through its HotelTech business under the Roiback brand, HBX

Group supports around 2,000 hotels across 20 markets with end-

to-end technology for direct channel growth – including booking

engines, UX-focused web design, and digital marketing tools.

This offering strengthens hotel relationships while unlocking new

revenue through direct sales monetisation.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 4

Strategic

Report

Chair’s statement

Chief Executive Officer’s statement

Investment case

Business model

Strategy

Market review

Key performance indicators

Business review

Financial review

Section 172(1) statement

Stakeholder engagement

ESG strategy

Non-financial and sustainability information statement

Risk management

Principal risks and uncertainties

HBX Group Annual Report and Accounts 2025 5STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Bringing simplicity to the world of travel

Our debut as a listed company

came at a volatile time with

elevated political and economic

uncertainty. The sudden change

in market dynamics adversely

impacted our revenue growth and

share price performance during the

year. Shortly after the year end, and

reflecting on the speed of change,

we implemented a number of

organisational improvements

designed to drive a more agile

performance going forwards.

Reinforcing our relevance

2025 was a year in which we

underscored the relevance of our

mission and purpose as a leading

global B2B TravelTech company.

We delivered solid commercial

and operational performance,

reinforcing our role as a vital

marketplace upon which key

travel stakeholders depend. HBX

Group acts as a crucial link in the

global travel ecosystem between

suppliers on the one side, and

B2C distributors on the other. We

provide the necessary resources

and capabilities that enable these

businesses to interact efficiently,

achieve global reach, and optimise

delivery for the end consumer.

During the year, we continued to

create value by connecting and

empowering the world of travel.

We offered a curated portfolio of

more than 300,000 hotels in over

170 countries, plus a wide range of

highly complementary products,

such as transfers, car rentals and

travel experiences, to a broad base

of distributors. By facilitating this

extensive network of interactions,

and by leveraging our on-the-

ground commercial teams

and distribution channels, we

successfully connected supply and

demand. And as a trusted partner

and enabler, we supported both

sides to access all parts of the travel

market and maximise revenue.

2025 was also a year in which we

continued to launch products and

services in areas of strong demand.

Our push into the luxury space

is a case in point. Luxury travel is

an expanding high-value market

in which, through our launch of

The Luxurist, we capitalised on

emerging growth opportunities.

We responded to consumer

demand and shifting market

conditions, and by staying relevant

to our customers and partners, we

are securing our long-term value

proposition.

Enhancing our leadership

and tech capabilities

In February 2025, we appointed

three new independent directors

to our Board, Sabine Bendiek,

SabineHansen Peck andCarlaStent.

As we explain in our Governance

Report (pages 85 to 145), these

new members blend vital

public company experience and

TravelTech expertise. They add

depth to the Board while helping

to maintain the balance of skills

required to take the company

forward post-IPO. Indeed,

combining strong governance,

deep sector insight and specialist

external knowledge, this is the

team to lead HBX Group into

the future. We look forward to

welcoming Carlos Muñoz as

senior advisor to the Board, and

will benefit from his extensive

experience earned over the last

two decades at HBX Group. His

appointment as a board Director

will be recommended at the AGM.

Our cloud-native, modular, next-

generation architecture now

enables us to deliver connectivity at

speed and scale, providing a major

catalyst for growth.

Keeping pace with innovations in

the tech world, we are also evolving

our AI and Machine Learning

capabilities. Driving improvements

across our operations, AI is enabling

us to create efficiencies, transform

customer service, enhance

forecasting and curate data flows.

Itincreases the agility with which

we can operate and innovate,

ensuring we deliver the very best

service to customers.

We enhanced our

Board leadership

and invested

in technology,

reinforcing our

role as a vital

marketplace upon

which key travel

stakeholders

depend.

Richard Solomons

Chair

On 13 February 2025, HBX

Group began trading as

a listed company on the

Spanish Stock Exchanges.

For myself, my fellow Board

members, the company’s

leadership teams and staff, it

was a proud and significant

moment.

Going public is a major event in a

company’s history. Under private

ownership, HBX Group was a well-

run international enterprise with

high governance standards. It was

well respected and responsibly

managed, much like a PLC. These

qualities, which we carry forward

with us, mean our IPO represented

more of a natural evolution than

a radical change. I would like to

pay tribute to our private equity

owners, Cinven, CPPIB and EQT,

for their contribution to this

smooth transition.

Of course, a great deal of effort

went into preparing HBX Group

for its public listing, and I would

also like to thank our internal

teams who worked so tirelessly to

execute this long and demanding

process. I am delighted to

report that not only was the IPO

successful but it was achieved

while maintaining focus on the

delivery of day-to-day business.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 6

Chair’s statement

Powerful blend of people,

product, technology & data

We look to the future with

confidence. Travel and tourism are

inevitably impacted by the wider

economic environment; but we

retain full belief in our ability to

succeed and grow despite volatile

external conditions.

As we continue to closely monitor

consumer behaviour and overall

travel demand dynamics, we see

real opportunity for growth within

the sector. The HBX Group value

proposition, underpinned by our

sophisticated technology platform,

our deep data, our expert people,

and our innovative products,

Two decades of progress

Both sides of the ecosystem – unique experience

Transformed by new management

History of acquisitions

means we are positioned to play a

long-term pivotal role in the global

travel ecosystem. Our strong track

record of above-market growth

gives us confidence in our future.

It has been a privilege to serve

as Chair, and I am very proud of

what we have achieved. Today,

James Bilefield joins the Board as

Chair Designate, giving time for a

smooth handover before I retire as

Chair at the AGM. I wish him every

success as he joins the Group as

it continues into its next phase of

growth.

In this, our first Annual Report and

Accounts as a listed company, we

tell the HBX Group story and trace

our journey through the past year.

I would like to personally thank all

our people, shareholders, partners

and customers for joining us on

this journey.

Richard Solomons

Chair

Started as Barceló

travel division

New management

team to take the

Group into its next

phase

Rebranded to HBX

Group with a simpler

brand architecture

in a fully integrated

ecosystem

Technology rebuilt

with a complete

replatforming to

become cloud-

native with unlimited

scalability

Fintech & insurance

serve to expand the

ecosystem

Launched The Luxurist

to increase services

in high potential

segments

Listed on the Spanish

Stock Exchanges with

an initial public offering

(IPO)

Acquired Civitfun

to augment the

tech offering for

our partners

Acquired by First Choice

Holidays in 2001

Merged with TUI

in 2007

CINVEN and

CPPIB acquire

Hotelbeds Group

Tourico Holidays

and GTA were

both strategically

acquired

Disposal of

Destination

Management

Division

Consolidation

under Hotelbeds

and Bedsonline

brands

HolidayTaxis

acquired to

enhance scale

in M&E

Became a global player

through organic and

inorganic international

expansion

2000 2016 2019

2020

2025

2015

HBX Group’s history of living both sides of the connection – originating in a hotel business

and later owned by a major tour operator – gives the company a unique perspective on

the needs and challenges across both the supply and distribution sides of the global

accommodation chain.

New management took HBX Group to the next level with the complete replatforming of the technology platform and rebranding as HBX Group, crystallising the acquisitions of the preceding

period, with a clear strategy to enrich the value proposition with a focus on technology and data, and drive improved operating performance with automisation and digitalisation.

Under private equity ownership, HBX Group – parent company of Hotelbeds, expanded its portfolio

through strategic acquisition of two other leading players in the sector. This consolidation resulted

in a truly global platform with unmatched scale and reach, partnering with supply and distribution

networks across 170 countries worldwide.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 7

Chair’s statement

Innovation, agility and growth

and reshaped our position as a

long-term market consolidator.

Solid performance in

a challenging global

environment

2025 also brought macroeconomic

volatility and geopolitical

challenges. US trade tariffs and

ongoing hostilities in the Middle

East and Ukraine impacted travel

corridors and consumer behaviour.

Demand for travel products

became postponed closer to the

point of departure, with travellers

leaning towards more short-haul

and domestic trips. But through

price adjustments, cross-selling

and focus on growing territories,

we were able to navigate these

challenges.

Indeed, 2025 demonstrated

the importance of our value

proposition in a changing and

challenging external environment.

We outperformed the market

with TTV of €8.2 billion, up 8% at

constant currency rates compared

to hotel intermediary growth of

c.4%. We maintained high levels

of profitability, with revenue up

+5% (constant currency), Adjusted

EBITDA of €431 million up +10%

(constant currency). At all times,

we remained focused on executing

our commercial priorities and

delivering across our four pillars

of technology, data, people and

products.

Leveraging tech and data

As a company, we are seeing

the benefits of our sustained

investment in technology. The

re-platforming of our technology

stack, completed in 2024, means

we now have fully integrated,

100% cloud-native infrastructure,

enabling us to operate swiftly

and dynamically within the

travel ecosystem. In 2025, we

saw the positive impact of

these developments across our

Accommodation platforms, which

are now faster, more robust and

highly scalable.

With over 7 billion daily searches

across our technology platform,

up 25% year on year, we continued

to provide our partners with

exceptional speed, reliability

and security and collected vast

amounts of data. These qualities

are key differentiators for the

company, as our customer surveys

regularly confirm. Bridging the

sourcing and sell sides of the

ecosystem, we are in control of

our inventory and our data chain,

which means we can provide

greater value, support, insight and

expertise to our partners.

Embracing the growing impact

of AI in the travel industry, we see

it as an opportunity to reinforce

our position as a trusted data

and infrastructure provider, while

already benefiting from it in areas

such as call centre and operations

processes. In 2025, we leveraged

our data and technology by

embedding Artificial Intelligence

(AI) and Machine Learning (ML) to

automatically curate and improve

the services we deliver to our

clients and partners.

Welcome to HBX Group’s

inaugural Annual Report

and Accounts.

In a year of market volatility

and geopolitical challenges,

HBX Group remained focused

on executing its commercial

and strategic priorities. We

successfully listed on the

Spanish Stock Exchanges,

refinanced our debt and

positioned the company for

future growth.

2025 was a milestone year in our

company history. Our listing on

the Spanish Stock Exchanges in

February was a major achievement

for HBX Group. I was, personally,

delighted by the response from our

employees, who have expressed

genuine pride at going public.

For our shareholders, the IPO

means increased visibility and

transparency. Furthermore, it has

enabled us to deliver on a core

commitment, as we deleveraged

and reduced our adjusted net

debt to €639 million, 1.5 times

our adjusted EBITDA. In this way,

the IPO has strengthened our

relationship with key stakeholders

In a year of

market volatility

and geopolitical

changes, HBX Group

remained focused

on executing its

commercial and

strategic priorities.

Nicolas Huss

Chief Executive Officer

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 8

Chief Executive Officer’s statement

Innovative products and

partnerships

As part of our strategy to drive

profitability and expand the

ecosystem, in 2025 we announced

several new partnerships. In

January, we launched The Luxurist,

the world’s first comprehensive

luxury travel ecosystem. Offering an

AI-enhanced end-to-end itinerary,

The Luxurist connects best-in-class

travel advisors with remarkable

hotels via a bespoke and seamless

interface. It provides exclusive

access to c.8,000 premium

properties in over 140 countries, in

a market set to double in value to

€340 billion by 2028.

Elsewhere, we confirmed the

acquisition of Civitfun, which

specialises in the digitalisation

of hotel operations. Together,

we are developing a platform of

intelligent solutions to enhance

the guest experience and open

up new revenue streams. We

also created a significant new

partnership with Turkish Airlines

alongside our strategic partner,

PerfectStay. Overseeing the largest

global network of international

flights, Turkish Airlines is a perfect

fit for HBX Group. Their extensive

coverage and mindset align with

our dedication to connecting

global travel.

The partnership supports our

strategic focus on airlines, loyalty

programmes and new destinations.

It also promotes convenience and

customisation through dynamic

packaging technology, which

enables consumers to create their

own travel packages.

In particular I would like to

welcome Stéphanie Fougou,

General Counsel, and David

Amsellem, Chief Distribution

Officer as they join the team,

bringing critical experience and

expertise. I would like to give my

personal thanks and appreciation

to Carlos Muñoz, Chief Commercial

Officer, and Paula Felstead, Chief

Information Officer, for their strong

leadership and contribution as they

both leave their executive roles.

Technology and Commercial

leadership remains within the

Senior Management Team,

reallocated under the new vertical

organisation structure, which is

empowering our performance,

strengthening our execution,

creating a more customer-focused

business that will be even more

efficient and agile.

Bringing connectivity to a

fragmented market

Through our new product and

service innovations, HBX Group

is committed to creating unified

global platforms and delivering

a frictionless, end-to-end travel

experience.

With a portfolio that now

encompasses Hoteltech,

Fintech, Insurance, Mobility and

Experiences, we are bringing

simplicity and connectivity to a

fragmented market. Our aim is

to become a definitive, one-stop

resource for the travel ecosystem.

As we look to compete across

product and market segments, we

are also expanding geographically.

In 2025, we continued to invest in

regions that offer opportunities

for expansion – for example, parts

of Asia, Australasia, Africa and the

Caribbean. We also expanded our

team in India and strengthened

our investment in Saudi Arabia.

In this way, we are extending the

connective rails between travel

and leisure businesses around

theworld.

Our MarketHub events, which

encapsulated our ethos and

ambition as a company, were a

commercial highlight of 2025.

Taking place across Europe, the

Americas and Asia, these events

brought together global travel

stakeholders to engage in dialogue,

share ideas and shape the future of

the industry. They confirmed in my

mind that, despite its rich diversity

and multiplicity, the world is one,

and that through connection and

communication we can build a

cohesive global travel community.

Looking ahead

We continue to operate in a market

that is structurally strong and has

historically grown approximately

at twice the rate of GDP. Through

increased scale, efficiency and

market presence, combined with

ongoing investment in our people

and AI-driven automation, HBX

Group is ideally positioned to

capture market share and convert

growth into profitability. This will

be well supported by our vertical

operating model with increased

agility and customer-centricity.

As such, I remain fully confident

in our capabilities to deliver on

our commitments to all our

stakeholders.

As we look to the future, I want

to thank our shareholders for

their trust and input into our

decision making and strategic

focus. HBX Group is founded on

strong foundations and has a

long track record of successful

delivery. Our IPO strengthened

our financial position, which gives

us increased potential for growth

and innovation, As a result, we are

confident in our ability to create

long-term value together

Nicolas Huss

Chief Executive Officer

The new structure

is empowered

to drive results

through clearly

defined verticals,

better aligned with

the demand of a

rapidly evolving

market to make

us more agile and

customer-centric.

Reflecting the pace of evolution in

the market, we announced a new

vertical operating model shortly

after the year end, supported

by some changes to our Senior

Management Team. The full details

are included in the Governance

Report pages 85 - 145.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 9

Chief Executive Officer’s statement

Why HBX Group:

A scalable platform powering frictionless travel experiences

HBX Group represents a compelling investment opportunity, anchored in the resilient and fast-growing global leisure travel sector and underpinned by strong long-

term structural drivers, while its asset-light model, scalable technology platform and diversified revenue streams provide both resilience and margin expansion

potential. Supported by a clear growth strategy, selective acquisitions and an experienced management team with proven execution, the Group is well positioned to

deliver sustainable long-term value creation for shareholders.

Leading independent

player

Scalable proprietary

technology platform

Experts in the high

growth leisure

travel sector

Clear expansion

strategy

Highly attractive

financial profile

Passionate, experienced

management team

1 42 53 6

HBX Group operates

with a pure B2B model,

empowering our clients

without ever competing

for the end customer.

Our independence is

a strategic advantage,

allowing us to connect

across the ecosystem with

trust and agility. We deliver

scale without conflict,

and innovation without

compromise.

Read more on page 91

c.300k

Hotel Inventory

c.60k

Distribution partners

60%

Adjusted EBITDA margin

12%

Revenue allocated to technology

€59m

Operating free cash flow used

for investment

Senior management team

members

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 10

Investment case

Our proven business model

What we do

for suppliers

What we do for

distributors

• Tour operators

• Online

marketplaces

• Travel advisors

• Airlines

and loyalty

programmes

• Other

distributors

• Hotel

accommodation

• Theme parks

• Transfers

• Car rental

• Activities

• Luxury

• Dynamic

packaging

Travel

Marketplace

DistributorsSuppliers

23k+

experiences

7bn+

daily searches

c.300k

hotels

c.60k

distribution

partners

9k+

transfer routes

60%+

high value

partners

• Expand market

presence

• Gain easy access to

hard-to-reach, high-

value segments

• Local commercial

relationship

andexpertise

• Controlled distribution,

rate integrity across

every channel

• AI-translated hotel

content to reach

wider audience

• Global inventory

in one booking

platform

• Exclusive rates,

better conversion,

more sales

• Fast, scalable tech

built for growth

• Smart insights

for data-driven

decisions

• Award-winning

AI-driven customer

service tools

ecosystem

HBX Group

Tech + Data + People + Product

High quality inventory Long standing relationships

HBX Group has over 20 years’ experience

connecting and empowering the world of leisure

travel through a combination of cloud-native

technology solutions, curated data, and an

extensive portfolio of products

designed to maximise

revenue.

• Call centre

• eCommerce

• Fintech

• Insurance

• Hoteltech

• Marketing solutions

Ecosystem solutions

170+

countries

You can read more about our growth drivers and our

proprietary technology platform on pages 12 and 13.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 11

Business model

Growth drivers for sustainable scale and profitability

Our diversified growth levers strengthen HBX Group’s ability to scale sustainably and reinforce its leadership as the leading B2B travel technology intermediary.

Technology Data People Product

450+ terabyte data lake stores all

the transactions, processing data

from both suppliers and distributors.

Data is segmented and sliced to

create dashboards with revenue and

profitability insights to our partners

and clients to enable business growth.

100% cloud-native platform enables

unlimited capacity with +99.999%

platform up-time. With over 635k

direct connections with travel players,

the platform provides curated results

to over 7 billion daily searches.

• Global teams with local presence in

55 countries

• Dedicated customer support teams

in 7 hubs speaking 13 languages

• Highly engaged and committed

workforce with 64% millennials

driving innovation and digital

transformation

• 47% female managers and 56%

female employees

• Multi-lingual customer support,

with rapid response times

Fast response times of c.20

milliseconds via API are critical

for distribution partners keeping

customers satisfied in a digital world.

Our technology is processing c.80k

availability requests per second.

HBX Group replatformed its

technology during FY25, achieving

99.999% platform uptime and

meeting 99.8% of internal SLA’s

(Service Level Agreements). Service

degradation time improved by 80%

versus FY24 (1.05% → 0.20%), and

planned downtime interventions 3

minutes in total for FY25.

Technology investment remains a

priority, with ongoing enhancements

leveraging AI and ML.

With 9 AI tools and 12 proprietary

algorithms already in action, open-

source software is driving efficiency,

productivity and scalability. 30% of our

customer service contacts handled

by AI.

Holistic approach with dedicated

cyber security team and protected

end-to-end. Constant vigilance and

continuous investment and training

to protect HBX Group and its partners.

ISO/IEC 27001:2022 certified.

Large data lakeScalable and robust Engaged and diverse

Bringing scale and reach through a

vast global network of high-quality

curated inventory of over 100k directly

contracted hotels, 23k experiences

and 9k transfer routes. Technology-

first approach to content and

industry-leading customer service for

our suppliers and distributors.

Leveraging strong pipeline of

partnerships to expand the HBX

Group ecosystem such as the Luxurist

to develop AI-led concierge services

and Fintech partnerships to support

insurance and Virtual Credit Card

(VCC) solutions. Our capabilities

are being enhanced through

strategic partnerships with airlines

and loyalty programmes, broadening

ecosystem reach.

High quality inventory

Valuable partnerships

Expansion in Fintech & Insurance to

bring attractive financial products

to suppliers and distributors in

partnership with top financial

institutions and leading innovators.

Innovative

Fast response times

Well-invested

AI-enabled

Secure

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 12

Business model

A scalable proprietary technology and data platform

A modern, cloud-native, agile, lean and scalable platform handling high volumes robustly and at speed.

Distribution partners

Suppliers

We connect supply with distribution through a robust infrastructure with 99.9% availability and seamless channelperformance

Business Intelligence

(analytics and

reporting)

Third-party services

(alternative payment

method, foreign

exchange)

Back office

(payments,

collections, finance)

Customer relationship

management (CRM)

API integration

to supplier

platforms

API gateway

HBX Group Core Platform Engine

(Distribution and product information,

booking engine, processing

orchestration, valuation)

Partners B2B websites

Partner Portal

B2B direct

integration

Supplier

integration

to API Suite

• Global architecture: Cloud-native, microservice architecture

with high availability and performance globally.

• Secure connectivity: Investments in seamless connectivity

and security to enable accurate and fast responses for all

stages of the booking flow (booking confirmations at 98%

accuracy).

• Development efficiency: 300% improvement in the velocity

and quality of end-to-end development on the delivery

process, leveraging automation and tooling.

• Intelligent automation: Embedding AI and ML into key

technological processes to automatically curate and improve

the delivery of services to our clients and partners.

• Cost optimisation: 30% reduction in the cost per transaction

through continuous improvement and leveraging the

optimum technologies to achieve the desired business

outcome.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 13

Business model

A dynamic strategy

Strategic Pillars

Growth Drivers

Sustainability Pillars

Creating value for

Grow in Accommodation Expand the Ecosystem Drive Profitability

Leverage scale and operational efficiencies with data

and AI-led capabilities to deliver enhanced pricing,

content, service and experiences.

Higher specialisation and curation to evolve the

commercial position and competitiveness.

Maximising cross-selling opportunities across the full

travel ecosystem to deliver frictionless solutions for

our partners and their customers.

Develop new innovative services to add differentiated

services and enhance the value proposition.

Driving growth in core markets though the acquisition

of new suppliers and distribution partners, and

increasing share of wallet.

Unlocking opportunities in promising geographies

and segments with an agile approach to

changing markets.

Environment Social Governance

HBX Group’s strategy is designed to capture the opportunities of a fast-evolving travel market. Building on our global scale, digital capabilities, and deep industry

partnerships, we have set three strategic pillars which will deliver sustainable growth, enhance partner value, and generate long-term shareholder returns.

Our Vision

To bring simplicity to the world of travel

Learn more on page 56 Learn more on page 69 Learn more on page 75

People

Data

Data Craftsmanship

Tech

Technology at our core

Product

We innovate together

Customers

Partners Employees Society Shareholders

Learn more on page 29

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 14

Our strategy

Strategy in action

Our three-pillar strategy positions HBX Group to deliver consistent, scalable growth in the global travel sector by deepening relationships with hotel partners, travel

sellers, and technology providers, while building an agile organisation that thrives on innovation and efficiency. At the same time, we are committed to supporting

responsible and sustainable travel, ensuring our growth delivers positive impacts for customers, communities, and shareholders alike.

Grow in Accommodation

Accommodation is the core of our business. Our

priority is to grow volumes and market share across our

global portfolio by: Expanding direct relationships with

hotel partners and strengthening strategic alliances.

Leveraging our scale and distribution capabilities

to provide partners with greater reach and higher

returns. Enhancing our technology platforms to offer

differentiated solutions that optimise booking flows

and improve customer experience.

Expand the Ecosystem

We are broadening our role in the travel value chain,

evolving from a hotel distributor to a comprehensive

travel ecosystem: Connecting accommodation

with complementary products such as transfers,

experiences, and ancillary services. Creating integrated

solutions for travel sellers and partners, supported

by data and analytics. Building partnerships with

technology providers to enhance efficiency, flexibility,

and connectivity across the industry.

Drive Profitability

We are committed to sustainable, profitable growth

by driving operational excellence through automation,

digitalisation, and disciplined cost management.

Optimising our business mix to focus on higher-

margin opportunities. Strengthening our capital base

to invest in innovation while maintaining financial

resilience.

Case Study: Despegar

We have entered a strategic partnership with

Despegar, Latin America’s leading travel technology

company, to integrate HBX Group’s European and

North American non-air inventory into Despegar’s

platform. This long-term collaboration enhances

Despegar’s travel packages and lodging options,

while offering our suppliers access to Despegar’s

distribution channels. This partnership aligns with

our commitment to innovation and global expansion,

jointly redefining the travel experience for millions of

customers, offering unparalleled choice and value.

Case Study: The Luxurist

In January 2025, we launched The Luxurist, the

world’s first comprehensive luxury travel ecosystem,

designed to transform the B2B luxury travel market.

Backed by HBX Group’s advanced technology and

global hospitality network, The Luxurist connects

elite travel advisors with c.8,000 premium properties

across 140 countries, offering AI-powered itinerary

planning, real-time booking, and 24/7 concierge

support for bespoke end-to-end experiences.

This strategic venture positions HBX Group at the

forefront of a rapidly growing luxury travel sector

combining accommodation and ancilliary services

into complete solutions.

Case Study: AI tools

In 2025, we accelerated our digital transformation by

integrating advanced AI across customer service, now

handling 30% of service contacts exclusively through

AI in implemented areas. These innovations, ranging

from omnichannel virtual assistants and AI-powered

training simulations to automated

content enhancement and anomaly

detection, have significantly

improved response times,

operational efficiency, and

service quality. Supported by

continuous model auditing,

HBX Group’s AI strategy

empowers teams to focus

on high-value tasks while

reinforcing its leadership in

travel technology innovation.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 15

Our strategy

Market review

HBX Group operates in a large and fragmented global travel market with exposure to economic and consumer spending trends. While the global travel market

benefits from positive structural long-term growth trends, it is also impacted by economic cyclicality and short term consumer sentiment.

At HBX Group, we continually monitor the travel landscape, developing new partnerships, products and service offerings in response to market conditions and consumer demand.

Macro market conditions

In 2025, our market was defined by two major macrotrends. These were:

1. WTTC Global GDP Growth projections from 2023A-2027E

Market growth and resilience

Leisure travel is a cyclical, high-growth market. Demand has normalised after three years of

strong rebound; current and long-term growth expectations are encouraging.

Since the 1950s, the global travel market has been growing approximately 6% a year, with

long-term GDP-correlated growth clearly evident. This growth continues today, with travel

and leisure projected to grow twice as fast as global GDP from 2023 to 2027.

The market also continues to demonstrate resilience, as seen in the bounce-back and

boom in global travel following Covid-19. According to the World Tourism Barometer from

UN Tourism, almost 700 million people travelled internationally in the first six months of

2025, up 4% on the pre-covid activity 2019.

For 2025, the hotel intermediated market is expected to grow at 4-5%, slowing down from

the faster growth since 2021. This was largely due to normalisation of market growth after

the initial post-Covid travel recovery exacerbated by political and economic uncertainty

caused by proposed trade tariffs and geopolitical conflict.

HBX Group is well positioned to support its suppliers and distributors. We enable our

partners to access the large and fragmented global intermediary distribution landscape.

We provide a one-stop shop for the ecosystem: helping hotels optimise occupancy

amid the proliferation of booking channels and offering simplicity and connectivity in a

fragmented space.

Shifts in consumer behaviour

In early 2025, the impact of US tariffs on global trade and geopolitics, combined with

ongoing regional conflicts, changed the travel landscape. Almost overnight, these events

triggered two distinct consumer responses within the market – to spend less and stay local,

and to book much closer to the point of departure. These travel trends are interpreted as

a reaction to the political and economic uncertainty and are expected to improve when

consumer confidence recovers.

HBX Group partners with high-value distributors whose customers tend to plan complex

holidays long in advance. The recent shifts in spending and booking patterns have led

hotels to pursue alternative channels to boost occupancy levels in

order to combat uncertainty and softer demand. Consumer

preference for ‘local’ also means reduced demand for

connected trips and travel packages,.

In response, we are negotiating exclusively better rates

and deals within a compressed booking window,

developing a higher-quality proposition for ‘book

later’ travellers. We are also looking at volume-

driven opportunities where we can leverage our

scale.

We have implemented a new vertical operating

structure, making us more agile and client-centric.

Adopting an organisational model structured on

delivery and embedding artificial intelligence more

deeply into our operations, we are strengthening our

execution, creating a more customer-focused business

that will be even more efficient, profitable and agile.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 16

Market review

Trend Impact Response

Artificial Intelligence

Artificial Intelligence (AI) is transforming travel, with current industry

efforts focused on streamlining customer service (through chat-bots

and multilingual assistants), personalising traveller trip planning (highly

tailored recommendations), optimising pricing and enhancing internal

efficiency. In all its forms, AI will truly revolutionise the industry in the

coming years. On the consumer side, it is likely to appeal in particular to

Millennial and Gen Z consumers, enabling them to reduce friction and

focus on the more creative aspects of travel.

As a TravelTech leader, HBX Group continuously evaluates and adopts emerging

technologies, including AI. We apply it strategically to enhance our operations

and partner solutions. Our dedicated chat-bot, Olivia, provides 24/7 personalised

customer support in their own language, while The Luxurist provides natural

language curating packages & trip planning solutions. In parallel we are developing

AI-powered commercial algorithms to anticipate market trends and unlock high-

value opportunities across sourcing, distribution and pricing leveraging our more

than 7.8 billion daily searches.

Link to Strategy

Gen Z travel

preferences

Gen Z are shaping the future of travel. Already representing nearly

40% of the traveller population, Gen Z consumers have very distinct

travel preferences. Tech-savvy and eco-conscious, they seek authentic,

immersive and sustainable experiences that go beyond traditional tourist

itineraries. Fuelled by a desire for adventure and social media-worthy

experiences, Gen Z are driving a global shift towards experiential travel.

With 72% of Gen Z travellers viewing travel as a form of self-expression, the

industry will need to evolve its offerings to meet the expectations of this

highly influential demographic.

Through our expanded partnerships and ecosystem approach, we enable

clients to offer comprehensive solutions that meet the needs of younger, more

experience-oriented travellers, ranging from travel products across all verticals

to fintech products to provide peace of mind (e.g. insurance). By leveraging data,

innovation and our regional expertise, we facilitate wider, richer and deeper travel

experiences. Our strategy to drive scale and innovation across our B2B platform

also increases the scope and diversity of travel options – for example, hidden gems

over commoditised destinations; cultural immersion; adventure; and sustainable

travel propositions. Link to Strategy

End-to-end

ecosystem travel

Travellers are increasingly seeking connected trips and frictionless travel.

Faced with growing time constraints, people are looking not only for new

but effortless end-to-end travel experiences. They want convenience at

their fingertips and a one-stop solution that covers every aspect of the

journey: from booking accommodation and hiring cars, to navigating

airports and transferring smoothly to and from their hotel. And they want

holistic travel packages that offer a range of activities and experiences.

By leveraging our ecosystem, we simplify travel through a fully connected

proposition encompassing Accommodation, Mobility & Experiences, Hoteltech,

Fintech & Insurance. We connect diverse ancillary services, enabling our clients to

manage every part of the journey in one place instead of across multiple providers.

Our digital tools allow clients to pre-book activities, helping partners capture more

online sales while ensuring a smoother on-site experience. HBX Group’s unified

brand architecture delivers seamless, end-to-end traveltech solutions across the

entire travel ecosystem.Link to Strategy

Sustainability

As awareness of the climate crisis grows, travellers are increasingly

looking for more sustainable travel experiences. Wanting to explore

the world without damaging it, they are seeking low-impact travel

and accommodation options, and will take their business elsewhere

if providers cannot meet their expectations. This trend is particularly

pertinent to younger travellers, who routinely scrutinise the sustainability

measures implemented by travel companies and suppliers when deciding

where to travel, and with whom.

Our ESG journey is evolving rapidly and we have made real progress in integrating

sustainability across our operations. In 2024 we launched our Sustainability Hub

which is a dynamic gateway designed to raise awareness, share best practice and

connect with key stakeholders on ESG topics. Through the hub, we aim to drive

meaningful action and promote environmentally conscious practices across the

travel ecosystem. We have also engaged in several reforestation programmes and

increased the number of ESG-certified hotels and sustainability facilities within

our portfolio. Link to Strategy

1. https://www.peekpro.com/blog/gen-z-travel-trends

Secondary market trends

Several microtrends are also impacting the travel landscape:

Grow in accommodation Expand the ecosystem Drive Profitability

Link to Strategic Objectives

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 17

Market review

Monitoring performance and progress

We set KPIs in line with our strategy to assess how we generate value for our shareholders.

Financial (€ in millions, unless otherwise indicated)

Total Transaction Value (TTV)

APM(1)

Revenue

(2)

Take rate

APM(1)

Grow in accommodation

Expand the Ecosystem

Drive Profitability

Link to Strategic Objectives

Link to Remuneration

Total Transaction Value (TTV) corresponds to amounts charged

to distribution partners, excluding sales taxes and Hoteltech.

TTV is used as a KPI to review volume growth. In FY25, TTV

increased by 7% to €8,178m, or 8% at constant currency

Further details of the key drivers of this growth byregions are

provided in the Business review.

Revenue comprises TTV less cost of sales and other directly

attributable costs and income. Revenue is used as a KPI

to measure direct profitability, excluding the impact of

other income and costs. At €720m, revenue increased by

4% compared to FY24, or 5% at constant currency

Further

analysis of the drivers of this growth are provided in the

Business review.

Take rate represents revenue as a percentage of Total

Transaction Value and is used to measure the Group’s

profitability. Changes in travel corridors and product mix,

coupled with a challenging macro environment resulted in

a20 basis point reduction in the take rate compared to FY24.

2025

024

023

022

Strategy

693

656

434

720

Remuneration

2025

024

023

022

Strategy

7,667

6,860

4,977

8,178

2025

024

023

022

Strategy

9.0%

9.6%

8.7%

8.8%

1. APM definitions and calculations are provided in Alternative performance measures.

2. Relates to revenue from contracts with customers as per the Consolidated Statement of Profit or Loss.

3. Constant currency changes exclude the impact of foreign exchange rate fluctuations by translating current

period results at the exchange rates used in the prior year. This approach provides a clearer view of underlying

business trends by eliminating the effects of currency volatility.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 18

Key performance indicators

Financial (€ in millions, unless otherwise indicated)

Gross Profit

(1)

EBITDA

APM(2)

Adjusted EBITDA

APM(2)

Adjusted EBITDA Margin

APM(2)

Adjusted EBITDA enables the Group to assess its operational

performance, whilst aiding comparability by removing one‑off

non‑underlying or non‑recurring items. In FY25, Adjusted

EBITDA grew by 9%, or 10% on a constant currency

basis,

reflecting the growth in gross profit, combined with the

recognition of cost savings, the most significant of which was

a €24m year on year reduction in variable pay. This translated

to an Adjusted EBITDA margin of 60%, 3ppt higher than FY24.

EBITDA is calculated as operating profit after adding back

depreciation and amortisation. This KPI helps assess the

Group’s operational performance. At €229m, EBITDA was

€134m lower than FY24 due to one‑off costs relating to the

IPO, principally in relation to incentives (€180m charge in the

year) and advisory fees (€15m profit and loss impact in FY25).

This was partially offset by a €24m reduction in variable pay

compared to the prior year, and a €13m increase in gross profit.

Gross profit comprises revenue less other income and costs.

InFY25, gross profit increased by 2% to €698m, or 3% at

constant currency

. This comprised: a revenue increase of

€27m; additional other income of €8m (16% higher than FY24)

as the Group continued to benefit from Fintech initiatives;

and an increase in other costs of €22m (38% higher than

FY24) principally due to the cost of revenue optimisation

initiatives, and a one‑off bad debt impact in FY25.

2025

024

023

022

Strategy

397 (57%)

354 (54%)

160 (37%)

431 (60%)

Remuneration

2025

024

023

022

Strategy

685

633

403

698

2025

024

023

022

Strategy

363

336

152

229

1. Gross profit comprises Revenue from contracts with customers plus other income and less other costs,

asperthe Consolidated Statement of Profit or Loss.

2. APM definitions and calculations are provided in Alternative performance measures.

3. Constant currency changes exclude the impact of foreign exchange rate fluctuations by translating current

period results at the exchange rates used in the prior year. This approach provides a clearer view of underlying

business trends by eliminating the effects of currency volatility.

Grow in accommodation

Expand the Ecosystem

Drive Profitability

Link to Strategic Objectives

Link to Remuneration

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 19

Key performance indicators

Financial (€ in millions, unless otherwise indicated)

Operating profit

(1)

Operating Free Cash Flow

APM(2)

Cash Conversion (%)

APM(2)

Operating profit is used to measure the Group’s operational

performance. In FY25, operating profit reduced by 50%

compared to FY24. However, this metric was distorted

inFY25by one‑off costs relating to the IPO, principally

inrelation to incentives and advisory fees, totalling €195m.

The Group monitors Operating Free Cash Flow to understand

the amount of cash generated from its operating activities.

Operating Free Cash Flow was €437m in FY25 compared

to €465m in FY24 due to a lower working capital variance,

reflecting slower revenue growth and targeted investment

incommercial agreements.

Cash Conversion measures the Group’s ability to convert

adjusted EBITDA into cash. The Group has maintained its cash

conversion ratio above 100%.

2025

024

023

022

Strategy

260

235

129

Remuneration

2025

024

023

022

465

457

384

437

Strategy Remuneration

2025

024

023

022

Strategy

117%

129%

240%

101%

Remuneration

1. Operating profit as per the Consolidated Statement of Profit or Loss.

2. APM definitions and calculations are provided in Alternative performance measures.

Grow in accommodation

Expand the Ecosystem

Drive Profitability

Link to Strategic Objectives

Link to Remuneration

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 20

Key performance indicators

Relational NPS Certified sustainable product (%)

Certified sustainable product is a new metric, measuring the

proportion of directly contracted hotels which are certified

as sustainable by the Global Sustainability Travel Council or

Travalyst. At 30 September 2025, 10.1% of directly contracted

hotels met this criteria. The inclusion of this metric in the

Performance‑related Share Plan (PSP) reinforces the Group’s

commitment to sustainability.

Relational Net Promoter Score (NPS) is used to measure

feedback from our partners, both client and supplier‑side.

In 2025, the Group achieved a global NPS of +30, remaining

firmly within the ’Great’ range (20‑50) commonly recognised

in NPS benchmarks, reflecting the continued confidence and

loyalty of our clients and partners.

2025 10.1%

RemunerationStrategy

2025

024

rategy

+33

+30

Non-financial (€ in millions, unless otherwise indicated)

Grow in accommodation

Expand the Ecosystem

Drive Profitability

Link to Strategic Objectives

Link to Remuneration

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 21

Key performance indicators

Business review

Regional performance

€225m

Revenue

€352m

Revenue

€143m

Revenue

Offices

€2.4bn

TTV

€4.2bn

TTV

€1.6bn

TTV

c.70k

Number of

connected hotels

c.30k

Number of

distributors

c.130k

Number of

connected hotels

c.20k

Number of

distributors

c.100k

Number of

connected hotels

c.10k

Number of

distributors

AMERICAS

HBX Group offices

EUROPE

MIDDLE EAST, AFRICA AND

ASIA PACIFIC (MEAPAC)

AMERICAS EUROPE

MIDDLE EAST, AFRICA AND ASIA PACIFIC

(MEAPAC)

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 22

Business review

Americas

The Americas generated 29% of Group TTV in 2025

and31% of Group revenue, making it the second

largest region.

Growth in the year benefitted from strategic focus

on high‑value distribution channels and data‑driven

pricing actions, although overall performance was

tempered by political and economic uncertainty and

the adverse translation effect of the weaker US dollar.

Revenue generation in North America was impacted

by the uncertainty and changes in consumer

sentiment after Liberation Day and the introduction

of tariffs. Regional and domestic travel outperformed

long‑haul corridors, with notable reduction in arrivals

into North America from Europe and MEAPAC from

the second quarter that remained subdued for the

restof the year.

Latin America performed well, with strong growth

continuing in the second half of the year, supported by

regional travel and the successful implementation of

a strategic partnership with Despegar, Latin America’s

largest Online Travel Agency (OTA), which rapidly

became one of HBX Group’s top distribution partners.

The US is the Group’s largest market for Theme Park

transactions, with direct contracts with key resorts

such as Disney and Universal. Mobility & Experiences

TTV growth was positive in the year, supported by

resilient domestic demand.

HBX Group’s focus on preferential partnerships and

regional diversification position the Americas well for

continued growth ahead of the market.

Europe

Europe, the Group’s largest region, generated 52%

ofTTV and 49% of Group revenue.

HBX Group’s European portfolio demonstrated

resilience, supported by its scale and ability to adapt

quickly to market changes.

Domestic and regional travel outperformed long‑haul

travel, with a notable decline in travel from the

Americas and MEAPAC in the third and fourth

quarters.

Growth was supported by strong performance from

Switzerland, Malta and France. France benefitting

from comparison with a low growth the previous year,

due to the adverse impact of the Olympics being held

in Paris. Germany, Portugal, and Turkey grew less well,

with lower demand from international travellers, with

the decline particularly notable in Germany, due to

the increase in visitors in 2024 when it hosted the FIFA

European Cup. Spain, the Group’s largest destination

market in Europe, experienced robust demand,

especially from UK travellers.

TTV from Mobility & Experiences declined slightly in

the year, reflecting increased competitive pressure on

pricing for transfers despite continued strong demand

and shorter booking windows and lower ADR’s

(Average Daily Rate ) for Car Rental. Experiences were

more resilient with steady income from Theme Parks

and Activities.

HBX Group’s strategic initiatives, including the

integration of The Luxurist into Bedsonline and

targeted pricing actions, helped drive growth along

with the structural growth from the consumer focus

on experience and travel as well as the increased

adoption of travel technology. Despite geopolitical

uncertainty and shifting travel corridors, HBX Group’s

data‑driven insights and AI‑powered analytics enabled

better forecasting and trading decisions.

Middle East, Africa and Asia Pacific

Middle East, Africa and Asia Pacific (MEAPAC)

contributed 19% to Group TTV in 2025 and 20% to

revenue.

Trading performance was strong, underscoring

its strategic importance and its structural growth

from the rise in global middle classes and increased

discretionary spend on travel.

Growth was supported by airline expansion, a

favourable economic environment, and strategic

investments in key markets such as Japan, partly offset

by the impact of volatile markets in the Middle East,

with declines in travel to destinations like Saudi Arabia

and Jordan.

HBX Group’s agreement with Minor Hotels added over

180 properties in MEAPAC, with potential for further

expansion, enhancing the Group’s supply network.

Mobility & Experiences is relatively underdeveloped

in MEAPAC compared to the Group’s position

in the Americas and Europe. Income from non‑

accommodation products is an area for potential

future growth.

MEAPAC remains a high‑potential geography for HBX

Group, with continued focus on strategic partnerships,

product innovation, and scalable technology to

capture future growth.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 23

Business review

Financial review

The results for the year ended 30 September 2025 reflect a solid

performance in a changing macro-economic environment.

2025 demonstrated the resilience of our business model. Despite

the changing external environment, we delivered a resilient financial

performance with solid growth in revenue and Adjusted EBITDA, and ended

the year with 1.5x adjusted financial gearing. We have a long track record

ofgrowth, supported by structural growth in the accommodation market

and augmented by our strategic investments. Our IPO in 2025 contributed

to this with proceeds used to pay down debt and invest for the future.

HBX Group is a highly profitable and cash generative business with a

trackrecord of TTV growth approximately twice the pace of the market.

Ourgrowth strategy is supported by our clear priorities for capital allocation:

invest for organic and inorganic growth, maintain an appropriate level

offinancial gearing and return excess funds to shareholders.

Key Performance Indicators

FY25 FY24 Variance

Variance at

constant

currency

TTV (€m)

8,178 7,667 +7% +8%

Revenue (€m) 720 693 +4% +5%

Take rate (%)

8.8 9.0 ‑0.2ppt ‑0.2ppt

Gross profit (€m) 698 685 +2% +3%

EBITDA (€m)

229 363 ‑37% ‑37%

Adjusted EBITDA (€m)

431 397 +9% +10%

Adjusted EBITDA

margin (%)

60 57 +3ppt +3ppt

Operating profit (€m) 129 260 ‑50% ‑51%

Operating Free Cash Flow

(€m)

437 465 ‑6% ‑5%

Cash conversion (%)

101 117 ‑16ppt ‑16ppt

1. Non-GAAP metrics. Further information on the Group’s Key Performance Indicators,

including their reconciliation, is provided in Alternative performance measures.

2025 demonstrated

the resilience

of our business

model. Despite the

changing external

environment,

we delivered a

solid financial

performance.

Brendan Brennan

Chief Finance Officer

€8,178m

TTV

€720m

Revenue

60%

Adjusted EBITDA margin

101%

Cash conversion

Group TTV of €8,178m was up 8% on the prior year in constant

currency, continuing its long‑term trend of approximately double

the market growth.

Group revenue increased 5% in constant currency to €720m,

showing the strong value proposition of the Group with suppliers

and distributors as well as changes in mix and travel corridors.

Strong conversion of revenue into profits was helped by accelerated

productivity and efficiency measures with the use of Artificial

Intelligence and Machine Learning as well as organisational changes

during the year.

Operating Free Cash Flow of €437m was generated from €431m

Adjusted EBITDA, giving a conversion of 101%. The Group’s negative

working capital dynamic was maintained and more than covered

the Group’s capitalised technology investments.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 24

Financial review

Profit and loss account analysis

FY25

€m

FY24

€m

Variance

Variance at

constant

currency

Revenue 720 693 +4% +5%

Other income 58 50 +16% +18%

Other costs (80) (58) +38% +40%

Gross profit 698 685 +2% +3%

Underlying employee-related expenses (174) (200) ‑13% ‑12%

Underlying other operating expenses (93) (88) +6% +7%

Operating expenses: underlying & recurring (267) (288) ‑7% ‑6%

Adjusted EBITDA

APM

431 397 +9% +10%

Advisory costs (15) (16) ‑6% 0%

Restructuring costs (5) (9) ‑44% ‑44%

Operating expenses: non‑underlyingitems (20) (25) ‑20% ‑20%

Other operating expenses: non‑recurring (182) (9) n/a n/a

EBITDA 229 363 ‑37% ‑37%

Depreciation and amortisation (100) (103) ‑3% ‑3%

Operating profit 129 260 ‑50% ‑51%

Interest on loan notes and preference shares (59) (156) ‑62% ‑62%

Interest on senior debt (118) (157) ‑25% ‑25%

Other finance costs (13) (14) ‑7% 0%

Finance costs (190) (327) ‑42% ‑42%

Finance income 10 19 ‑47% ‑47%

Share of net loss of associate (2) – n/a n/a

Loss before taxation (53) (48) +10% +10%

Tax (charge)/credit (17) 24 n/a n/a

Loss for the year (70) (24) +192% +200%

The FY25 profit and loss account was impacted by a number of one‑off transactions relating

to the IPO. The loss for the year of €70m included the recognition of €180m of IPO‑related

incentives, €15m of advisory costs and €29m relating to the extinguishment of the former debt.

Adjusting for these items, the Group result was a profit for the year of €154m.

TTV increased by 7%, or 8% on a constant currency basis during the year ended 30 September 2025

from €7,667m to €8,178m. Further details on the key drivers are provided in the Business review.

Revenue for the year increased by €27m, or 4% compared to the prior period, consistent with

the aforementioned TTV growth. On a constant currency basis, the increase was €36m, or 5%.

Revenue growth was lower than TTV growth, principally due to changes in product mix and

commercial actions taken.

Other income increased by 16% from €50m to €58m, or 18% at constant exchange rates.

Otherincome principally comprises credit card rebates, the increase reflecting a combination

of increased trading volumes and further optimisation via the Group’s Fintech initiatives.

At €80m, other costs increased by 38% year on year, or 40% at constant currency. This

principally related to an additional €8m invested in revenue optimisation initiatives, and a

€10m increase in the bad debt charge year on year, the impact of which was wholly attributable

to one client. This was an isolated incident and client default otherwise remained low and

consistent with the prior year. The recovery of VAT in the UK following judicial review resulted

in the Group releasing a €6m provision in FY25, which had previously been recorded in other

costs. Conversely, FY24 benefitted from one‑off releases of provisions totalling €12m which were

not replicated in FY25.

Combining the revenue, other costs and other income impacts detailed above, gross profit

increased by 2% compared to the prior year, or 3% on a constant currency basis.

Underlying employee‑related expenses reduced by 13% to €174m, principally due to a €24m

reduction in variable pay as a result of bonus targets not being reached. Non variable employee

costs were aligned with FY24, with increased investment in new business lines, including

Fintech and Luxury being offset by cost saving initiatives implemented across other areas.

Underlying other operating expenses increased by €5m, or 6%, primarily driven by increased

technology costs.

At €431m, Adjusted EBITDA

APM

for the year was 9% higher than FY24, or 10% excluding foreign

exchange impacts.

Non‑underlying items totalled €20m in FY25. This principally related to advisory fees

in connection with the IPO, totalling €43m for the current period, of which €15m were

recognisedin the profit and loss account and the remaining €28m were allocated to equity.

From the total charge of €182m recognised as non‑recurring expenses, €180m related to the

cost of incentive plans which vested upon completion of the IPO. The total amount payable,

including associated social security costs, was €203m, of which €23m had been provided for

inFY24. At 30 September 2025, €199m had been cash settled and €4m remained outstanding.

Depreciation and amortisation of €100m for FY25 comprised amortisation of customer

relationships from acquisitions (€55m), amortisation of technology assets (€40m) and

depreciation of property, plant and equipment (€5m). This was broadly aligned with the

prioryear.

In February 2025, all remaining loan notes and preference shares totalling €1,640m, including

all accrued interest and dividends, were converted to share capital in HBG Limited, the former

parent company, prior to the IPO. Consequently, interest on preference shares and loan notes

isno longer being incurred, resulting in a 62% reduction in this cost year on year.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 25

Financial review

Interest on senior debt reduced 25% in FY25 compared to the prior year. This was due to a

combination of lower EURIBOR rates for the period, and refinancing activity which took

place in February 2025, as detailed in the “Liquidity and capital resources” section of this

Financial review.

The tax charge for the year was €17m (2024: tax credit €24m), representing an overall effective

tax rate of ‑32% (2024: ‑50%). This was due to non‑recurring charges and expenses that are not

deductible for tax purposes arising from the IPO and related activities. The variance between

financial years is not directly comparable due to the IPO, changes in the Group’s capital

structure and non‑recurring charges and expenses in 2025 that did not arise in 2024.

In 2025, the Group has calculated an underlying effective tax rate, excluding non‑recurring

charges and expenses, which it considers better reflects the tax expense relating to its ongoing

business activities. For FY25, the underlying tax charge, which represents the tax charge on the

underlying business, excluding non‑underlying and non‑recurring items, is €49m, representing

an underlying effective tax rate of 26%. In FY24, the Group recognised a tax credit of €24m,

principally due to the recognition of deferred tax assets totalling €31m.

Net assets

30 September 2025

€m

30 September 2024

€m

Variance

Goodwill and other intangible assets 1,987 2,052 ‑3%

Current trade receivables and other assets 623 608 +2%

Current trade payables and other liabilities (1,432) (1,351) +6%

Net debt

1 APM

(397) (1,071) ‑63%

Loan notes and preference shares – (1,581) ‑100%

Other net assets/(liabilities) 10 (56) n/a

Net assets/(liabilities) 791 (1,399) n/a

1. Non-GAAP metric. Further information on the Group’s APMs, including their reconciliation is provided in

Alternative performance measures.

Goodwill and intangible assets comprise goodwill, customer relationships and technology

assets relating both to acquisitions and internally generated technology. The 3% reduction

in goodwill and intangible assets during FY25 comprised €95m of amortisation recognised

against customer relationships and technology assets, and €22m of foreign exchange

movements, partially offset by €42m of technology additions and €10m capitalised in

relationto goodwill and computer software as a result of the Group’s acquisition of Civitfun

during the year.

Trade receivables and other assets increased by €15m, or 2% year on year. Trade receivables

and other assets are shown after deducting a provision of €35m for expected credit losses.

This represents 6.7% of the total trade receivables balance, compared to a 5.2% provision at

30 September 2024. The increase in the provision principally related to one incident of client

default, for which the provision at the year end was €10m.

Trade payables and other liabilities increased by 6% to €1,432m at 30 September 2025, due to

increased trading volumes.

Further analysis of Net Debt movements is provided in the “Liquidity and capital resources”

section of this Financial review.

In February 2025, immediately prior to completion of the IPO, loan notes and preference shares,

including all accrued interest, were exchanged for share capital in HBG Limited, the former

parent company of the Group. Consequently, no balances remain at 30 September 2025. Loan

notes and preference shares had accrued interest at 10% per annum. Further detail of the

impacts of conversion of loan notes and preference shares on financing costs are provided in

the “Liquidity and capital resources” section of this Financial review.

Other net assets/(liabilities) principally comprise: the Group’s investment in a 25% stake of

PerfectStay, which is recognised as an associate; deferred tax assets and liabilities; corporation

tax accruals; lease liabilities; other long term assets and liabilities and provisions. The decrease in

other net assets/(liabilities) during the year principally related to a €22m reduction in provisions

due to the vesting of IPO‑related incentives in the period, and a €49m increase in the Group’s

investment in long‑term strategic partnerships, partially offset by €7m accrued in FY25 in

relation to deferred consideration on the acquisition of Civitfun and other less significant

variances.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 26

Financial review

Liquidity and capital resources

Key financing metrics 30 September 2025 30 September 2024

Net Debt (€m)

1 APM

397 1,071

Adjusted Net Debt (€m)

1 APM

639 1,285

Net Debt: Adjusted EBITDA

1 APM

0.9x 2.7x

Adjusted Net Debt to Adjusted EBITDA

1 APM

1.48x 3.24x

Operating Free Cash Flow (€m)

1 APM

437 465

Cash Conversion (%)

1 APM

101 117

Net finance costs (€m) 180 308

1. Non-GAAP metrics. Further information on the Group’s APMs, including their reconciliation, is provided in

Alternative performance measures.

Net debt reduced from €1,071m to €397m during the year ending 30 September 2025.

Thiswasprincipally due to IPO‑related transactions, as detailed in the Net Debt section

ofthisFinancial review.

Adjusted Net Debt, which includes a normalisation of working capital to adjust for the impacts

of seasonality, reduced by €646m to €639m. When considering the year on year increase in

Adjusted EBITDA of €34m, this resulted in a reduction in the Adjusted Net Debt to Adjusted

EBITDA ratio from 3.24x to 1.48x.

Operating Free Cash Flow in FY25 was €28m lower than FY24, due to slightly lower year on year

revenue growth. However, Cash Conversion, which measures the operating free cash flow as

aproportion of Adjusted EBITDA remained in excess of 100%.

Net finance costs were €128m lower in FY25 compared to the prior year. The table below

summarises the drivers of this change:

FY25 (€m) FY24 (€m) Variance (%)

Interest on loan notes and preference shares 59 156 ‑62%

Senior debt interest and associated costs 118 157 ‑25%

Other interest expenses 13 14 ‑7%

Finance income (10) (19) ‑47%

Net finance costs 180 308 ‑42%

Interest on loan notes and preference shares reduced by 62% year on year, following the

conversion of all loan notes and preference shares plus associated accrued interest and

dividends into share capital in February 2025.

Interest on senior debt and associated costs reduced by 25% year on year. This cost saving was

achieved due to the refinancing undertaken in February 2025 where the Group was able to

both reduce leverage and benefit from lower interest rates. The total charge for the year of

€118m included a loss on extinguishment of the former senior facilities agreement of €29m,

being the difference between the carrying value of the liability at the date of extinguishment

and the consideration paid.

Net Debt

The table below details the movements in Net Debt in the period, split between one‑off IPO

and refinancing‑related movements and other Net Debt movements.

€m

Adjusted Net Debt 30 September 2024 APM

1,285

Working capital adjustment (214)

Net Debt 30 September 2024 1,071

Purchase of HBG shares 81

IPO proceeds (773)

IPO costs paid 41

Payment of incentives 199

Refinancing costs

Net Debt after IPO and refinancing cash flows 648

Other operating cash flows (414)

Net interest paid 69

Capex 45

Exchange and other 49

Net Debt 30 September 2025 APM

397

Working capital adjustment 242

Adjusted Net Debt 30 September 2025 APM

639

1. Loss on extinguishment of the former debt facility included in the profit and loss account in the period.

2. Non-GAAP metrics. Further information on the Group’s APMs, including their reconciliation, is provided in

Alternative performance measures.

Net Debt reduced from €1,071m at 30 September 2024 to €397m at 30 September 2025, or

from €1,285m to €639m on an adjusted basis, after normalising for the impacts of seasonality.

Considering the IPO and refinancing‑related cash flows as if they had happened at 30

September 2024, opening Net Debt would have been €648m.

Other operating cash flows reduced Net Debt by €414m in the period. This principally reflected

the conversion of the Group’s EBITDA into cash.

Net interest paid of €69m relates principally to interest on the former Senior Facilities

Agreement (“SFA”) up to the date of refinancing in February 2025 of €112m, less the opening

accrual of €64m at 30 September 2024. A further €15m interest was paid on the new SFA in

May 2025.

Capital expenditure of €45m comprised €42m investment in intangible technology assets,

primarily relating to investment in the Group’s technology platforms, and €3m of property,

plant and equipment additions.

Included within ”exchange and other” is €21m of interest on senior debt, accrued but not paid

at 30 September 2025.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 27

Financial review

Refinancing and capital structure

In February 2025, the Group cancelled the facilities available under the former SFA, resulting

in a total repayment of €1,748m, comprising the principal of €1,708m and accrued interest of

€40m. On 10 February 2025, the Group entered into a new facilities agreement comprising two

facilities, A and B, of €600m each, in addition to a €400m revolving credit facility which was

undrawn at 30 September 2025, maturing in 2030. Term loan A, which matures in 2030, bears

interest at EURIBOR plus 2% whilst term loan B bears interest at EURIBOR plus 2.75% and is due

to mature in 2032.

The refinancing was treated as a debt extinguishment and recognition of new financial

liabilities. Consequently, a loss on extinguishment of €29m (being the difference between the

carrying value of the liability at the date of extinguishment and the consideration paid) was

recognised within finance costs in the period. Fees relating to the new SFA, totalling €23m

were capitalised and are being amortised over the term of the facilities.

As a result of the refinancing, based on EURIBOR rates at 30 September 2025, the lower debt

and interest rates will reduce interest costs on senior debt by approximately €40m per year.

Details of the gross and net debt position are provided in the table below:

Interest rate

% Maturity

30 September 2025

€m

30 September 2024

€m

€600m senior debt

(Term loan A) EURIBOR+2.00 2030 598 –

€600m senior debt

(Term loan B) EURIBOR+2.75 2032 602 –

€760m senior debt

(Term loan B3) EURIBOR+4.50 2028 – 764

€948m senior debt

(Term loan D2) EURIBOR+4.25 2027 – 976

Bank loans and other 2.07 (FY24: 1.78) Various 2 4

Other borrowings On demand 15 13

1,217 1,757

Less: cash and cash

equivalents (820) (686)

Net Debt

1 APM

397 1,071

1. Non-GAAP metrics. Further information on the Group’s APMs, including their reconciliation, is provided in

Alternative performance measures.

Credit ratings

In March 2025, Moody’s assigned the Group a Ba3 long‑term Corporate Family Rating and a Ba3

rating for the €600m term loan B due in 2032, and a BB‑ rating was assigned by S&P, both with

a stable outlook, upgrading from the previous B2 and B ratings.The reduction in debt, together

with greater clarity on the financial policy, expected future EBITDA growth and strong free cash

flow were cited as the primary drivers for the improved ratings.

Managing foreign exchange exposure

In managing currency risks, the Group aims to reduce the impact of short‑term fluctuations

on its cash inflows and outflows in a foreign currency. Forward exchange contracts are used to

hedge against foreign currency risk, mainly the US Dollar.

Treasury shares

The Company did not carry out any transactions involving the acquisition or disposal of treasury

shares during FY25 or the prior year.

Subsequent events

Since the year end and up to the date of approval of the financial statements, no significant

events have occurred that would require disclosure or adjustment in the financial statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 28

Financial review

Section 172(1) statement

The Directors have a duty under

Section 172 of the Companies Act

2006 to promote the success of

HBX Group International plc for

the benefit of its members as a

whole. In carrying out this duty, the

Board considers the likely long-

term consequences of its decisions

and pays regard to the interests

of employees, the need to foster

strong business relationships with

suppliers, customers and partners,

the impact of the Company’s

operations on the communities

and environments in which we

operate, and the importance of

maintaining a reputation for high

standards of business conduct.

In our inaugural year as a listed

Company, the Board has placed

particular emphasis on establishing

transparent governance structures

and engaging openly with

stakeholders. We recognise that

our ability to create sustainable

value depends on maintaining

the trust of our customers and

travel partners, supporting our

employees to thrive in a high-

performance culture, and working

constructively with our suppliers

and technology providers.

To be able to fulfil their s.172

duty when making decisions,

it is essential that the Directors

understand what matters to our

stakeholders. Details of our key

stakeholder groups and how the

business and the Board have

engaged with them during the

year are set out on pages 32

to 42. Much of the stakeholder

engagement by the Company

is carried out at a business

and investor level. The Board

receives details of stakeholder

engagement and their interests

through presentations from the

Executive Director and Senior

Management Team and the

Board papers.

In addition, the Directors

also engage directly with our

investors (see page 33 for more

detail) and our employees.

Board employee engagement

is described on page 32. Site

visits also provide an opportunity

for direct engagement with

employees. The Company’s

approach to stakeholder

engagement is set out in more

detail on page 30. However, the

Board recognises that it is not

possible for all of the Company’s

decisions to result in a positive

outcome for every stakeholder

interest. By considering the

Company’s purpose, vision and

values, together with its strategic

priorities, and the Company’s

overriding duty to promote the

success of the Company, it is

anticipated that stakeholders

will be able to assess whether

decisions are robust and for the

benefit of the Company as a

whole.

The Board has also taken into

account our responsibilities to

society and the environment. HBX

Group’s strategy includes ongoing

investment in digital solutions

that optimise efficiency, reduce

cost, and enable responsible travel

distribution. We seek to minimise

the environmental impact of

our operations and contribute

positively to the travel sector’s long-

term resilience.

By embedding stakeholder

considerations into decision-

making, the Directors aim to

ensure that HBX Group remains

well positioned to deliver

sustainable growth, uphold high

standards of conduct, and generate

long-term value for shareholders

and stakeholders alike.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 29

Section 172 statement

The Board of HBX Group confirms

that during the year under

review, it has acted in the way it

considers would be most likely to

promote the long-term success

of the Company for the benefit

of its members as a whole, whilst

having regard to the matters set

out in Section 172(1)(a)-(f) of the

Companies Act 2006 (“Section

172(1)”).

Section 172(1)

The Directors must act in a way

they consider, in good faith,

would be most likely to promote

the success of the Company for

the benefit of its members as a

whole, and in doing so have regard

(amongst other matters) to:

• the likely consequences of any

decision in the long term;

• the interests of the company’s

employees;

• the need to foster the

Company’s business

relationships with suppliers,

customers and others;

• the impact of the company’s

operations on the community

and the environment;

• the desirability of the company

maintaining a reputation for

high standards of business

conduct; and

• the need to act fairly between

shareholders of the company.

Engagement

The Board recognises that our

stakeholders have diverse and

sometimes competing interests

that need to be finely balanced,

and that these interests need to

be heard and understood in order

for them to be effectively reflected

in decision making. Information

about how the Board has engaged

with stakeholders during the year

and outcomes of that engagement

can be found on pages 32 to 42 in

the table titled “Engagement with

stakeholders”.

The table below sets out where key disclosures in respect of each of the Section 172(1) matters can be found

Section 172(1) factor Relevant disclosures

The likely consequences of any

decision in the long-term

Mission, vision, purpose and strategic objectives (page 93)

Consideration of Section 172(1) factors by the Board (page 29)

The interests of the Company’s

employees

Diversity and Inclusion (pages 103 and 118)

How the Board engages with stakeholders (pages 32 to 42)

Employees (page 32)

The need to foster the Company’s

business relationships with

suppliers, customers and others

Social impact key performance indicators (page 72)

How the Board engages with stakeholders (pages 32 to 42)

The impact of the Company’s

operations on the community and

the environment

Our commitments and sustainable development goals (pages 45

to 46)

TCFD disclosures (page 57)

How the Board engages with stakeholders (pages 32 to 42)

The desirability of the Company

maintaining a reputation for high

standards of business conduct

Our values (page 93)

The role of the Board in the Company’s culture (page 93)

Internal controls (pages 105 to 113)

The need to act fairly between

members of the Company

How the Board engages with stakeholders (pages 32 to 42)

Annual General Meeting (page 208)

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 30

Section 172 statement

Stakeholder engagement

We are committed to creating long-

term value for our stakeholders

and to supporting, influencing, and

collaborating with them.

To this end, it is important that

we have different communication

channels that enable fluid and

continuous dialogue, fostering

mutual enrichment and allowing

us to identify the needs and

expectations of our stakeholders.

We also ensure the security

and privacy of our stakeholders

through our data protection and

cybersecurity areas.

Since the IPO, HBX Group has

developed a strategy to improve

our relationship with different

stakeholders, actively identifying,

collaborating, and building

relationships with the most

relevant travel, tech, and business

institutions, such as governments,

tourism offices, global and local

tourism and tech associations,

hoteliers’ lobbies, academic

institutions, business associations,

etc. The purpose of this strategy is

to ensure HBX Group is recognised

as a global thought leader for the

industry and the economies where

we are present.

This strategy is expanded

internationally through

partnerships with entities such

as the World Travel and Tourism

Council, the United Nations World

Tourism Organisation, and the

Global Sustainable Tourism Council,

as well as with various tourism

governmental bodies in many of the

countries in which we arepresent.

The Communications Team

work closely with the HBX Group

Destination Marketing team in

managing relationships with

selected international organisations.

Under the Spanish Code of Good

Governance, a company is a

long-term alliance between its

various stakeholders (shareholders,

creditors, employees, and other

stakeholders such as suppliers,

clients etc.) who, directly or

indirectly, influence, or are

influenced by, the attainment of

the company’s objectives. The

Board is responsible for creating

a culture aimed at long-term

value creation (e.g., through a

code of conduct, engagement

with employees through regular

internal communications and “town

halls”, procedures for reporting

irregularities and misconduct, etc.).

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 31

Stakeholder engagement

Employees

Direct stakeholder

Internal teams across all functions who are essential for executing the company’s strategy and embedding its corporate culture.

Purpose

The purpose of our engagement activities is to enable our people to be the best versions of themselves in the workplace and beyond, to understand and be committed

to delivering the business strategy, key objectives and priorities and to ultimately perform to the best of their abilities for our valued customers.

Communications

channels

• Global communication & engagement platform, the Lobby

• Monthly hybrid business updates led by the CEO

• Monthly functional town halls

• Live Q&A sessions & deep dives on key topics

• Listening sessions & round tables

• Annual engagement survey & continuous listening programme, Your Voice

• Employee Resource Groups

• Volunteering platform and initiatives

• Global and functional recognition programmes

Outcomes

• An open, transparent and collaborative culture where employees are encouraged to be the best version of themselves and have our customers at the heart of what

they do.

• A workplace that develops and grows based on continuously listening to employees and action taken in real time.

• A workplace where employees feel valued, recognised and compensated for their dedication and contributions to overall business success.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 32

Stakeholder engagement

Investors, Analysts, and Regulators

Direct stakeholder

Stakeholders focused on financial performance, risk management, transparency, and compliance with regulatory frameworks.

Purpose

Investors, analysts, and regulators are key stakeholders for HBX Group, providing the financial capital, confidence, and regulatory framework that enable growth,

stability, and international expansion. Their trust directly influences our valuation, performance, and corporate reputation.

HBX Group maintains active engagement with governments and regulatory bodies, including the National Securities Market Commission (CNMV), to secure regulatory

approvals, preserve operating licenses, and ensure compliance with evolving requirements in areas such as data protection, taxation, and digital services.

Our approach is based on continuous, two-way communication with these stakeholders to:

• Build transparency and trust through clear reporting on financial and non-financial performance.

• Disclose risks and opportunities relevant to our strategy and sustainability objectives.

• Report on results and ESG progress, ensuring adherence to the highest governance standards.

• Understand their priorities and expectations, both financial and ESG, and integrate them into our actions, reporting, and improvement processes.

This proactive engagement strengthens relationships, supports informed decision-making, and drives long-term sustainable value creation.

Communications

channels

• IPO roadshows

• In FY25, communication included 323 meetings with investors, comprising:

• Post-results roadshows

• Regular formal and informal interaction

• The Group also published:

• IPO prospectus

• Financial results announcements

• Quarterly trading updates ESG report

• The investor relations section of the Group website contains:

• A comprehensive investor presentation

• Annual Report

• ESG Report

• Press releases

Outcomes

• Create a climate of trust with investors.

• Be responsive to investors’ interests

• Satisfy the information needs of financial stakeholders for financial and sustainability data.

• Secure financing. Maintain financial and ESG ratings (IBEX35 ESG RATING).

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 33

Stakeholder engagement

B2B clients

Direct stakeholder

Travel agencies, tour operators, and businesses using our platform, seeking reliability, traceability, and high-quality services.

Purpose

We engage with our customers to:

• Gain insights into their perspectives

• Sustain our leading market position, uncover new business opportunities, and

• Ensure our products align with their needs.

• This helps us maintain a steady supply and promptly address any issues.

As a company bringing a frictionless, end-to-end travel experience, understanding our customers’ needs is crucial for delivering the products and services they desire.

Communications

channels

• Local Commercial teams

• Marketing campaigns

• Market Hub events

• Websites

• Social media

• ESG Report

• Sustainability Hub

Outcomes

• Strengthen alignment between our objectives and our customers’ values to ensure our approach reflects their priorities and market positioning.

• Tailor technological solutions and services to meet their specific requirements, needs, and expectations.

• Leverage insights from engagement to co-create value and deliver offerings that enhance relevance and impact.

• Support customers in achieving differentiation and competitiveness within a rapidly evolving travel ecosystem.

• Foster long-term partnerships built on trust, collaboration, and shared strategic goals.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 34

Stakeholder engagement

Tourism service suppliers

Direct stakeholder

Hotels, transportation providers, and experience operators whose operations are influenced by our internal policies and standards.

Purpose

Tourism service providers are fundamental to HBX Group, as without their collaboration we could not deliver value to our customers or distributors. Our goal is to

maintain two-way communication that enables us to build strong and transparent relationships. Through this dialogue, we aim to convey our sustainability values and

ensure that our partners comply with our policies, such as those related to ESG and the Code of Conduct, among others, guaranteeing that they are aligned with our

mission to promote responsible and conscious tourism.

Communications

channels

• Local Commercial teams

• Roadshows

• Marketing email campaigns

• Helpline

• Ethic channel

• Markethubs (Networking events between HBX Group, customers and suppliers.

• Attendance at various trade fairs and events in the sector.

• Group websites

• Social Media

• ESG Report

• Sustainability hub

Outcomes

• HBX Group communicates with Industry Partners to negotiate competitive pricing, secure long-term partnerships, and collaborate on innovation (e.g., fintech

solutions, hoteltech).

• Ensuring HBX Group meets supplier expectations while maintaining healthy commercial relationships

• Improving supplier standards in line with ESG criteria

• Identifying potential risks, opportunities, and areas for continuous improvement

• Driving measurable ESG impact, such as reducing environmental footprint, enhancing social practices, and strengthening governance across our network .

Increased awareness of sustainability within the travel sector, aimed at reducing negative environmental and social impacts.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 35

Stakeholder engagement

Corporate and technology suppliers

Direct stakeholder

Partners delivering services such as technology, consulting, training, and communications, whose alignment directly impacts operational efficiency.

Purpose

HBX Group establishes strategic partnerships with corporate service providers, including technology partners, that are aligned with the company’s values and

principles. These providers play a key role in enhancing our technological capabilities and delivering services that support the company’s sustainability, growth, and

evolution. Our goal is to maintain two-way communication that fosters strong and transparent relationships, ensuring that our partners understand and share our

commitment not only to sustainability but also to other key policies such as security, business ethics, data protection, and compliance. In addition, we implement clear

and transparent supplier selection processes, using predefined scoring systems that are shared with our partners.

Communications

channels

• Procurement team

• Contracts

• ESG Clauses and other policies

• Social media

• Web sites Helpline

Outcomes

• Ensuring HBX Group meets supplier expectations while maintaining healthy commercial relationships

• Improving supplier standards in line with ESG criteria

Identifying potential risks, opportunities, and areas for continuous improvement

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 36

Stakeholder engagement

DMOs (Destination Management Organisations) and governments

Direct stakeholder

Public or mixed entities responsible for tourism development and destination management, critical for collaborative initiatives.

Purpose

Our partnership with DMOs and government bodies aims to create efficient and attractive travel flows that benefit destinations, travellers, and local economies. By

aligning on shared objectives and leveraging market insights, we seek to enhance destination visibility and optimise demand, supporting sustainable growth in the

tourism ecosystem

Communications

channels

• Marketing destination team

• Marketing campaigns

• Roadshows

• Markethubs (Networking events between HBX Group, customers and suppliers.

• Attendance at various trade fairs and events in the sector.

• Helpline

• Group websites

• Social Media

• ESG Report

• Sustainability hub

Outcomes

• Travel Demand Insights: Sharing traveller behaviour data and trends to support destination planning.

• Joint Marketing Campaigns: Co-creating campaigns to increase destination visibility in strategic markets.

• Destination Positioning: Supporting destination differentiation through digital strategies. Crisis Response & Recovery: Coordinating actions to reactivate destinations

after disruptive events.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 37

Stakeholder engagement

Key media

Direct stakeholder

Outlets that monitor corporate performance and shape public perception, influencing brand reputation and social license to operate.

Purpose

Our engagement with key media is essential to strengthen HBX Group’s reputation and ensure transparent, consistent communication as a publicly listed company.

We aim to build trust and credibility by sharing accurate information about our strategy, performance, and commitments. To achieve this, we monitor brand awareness

and perception through initiatives such as our Brand Tracking Assessment, which helps us understand how our messaging resonates with audiences and identify

areas for improvement. These efforts allow us to maintain strong relationships with media outlets, enhance brand visibility, and support long-term stakeholder

confidence.

Communications

channels

• Social media

• Press releases

• Corporate and ESG events (i.e. MarketHubs)

• Provision of key profiles and interview opportunities

• Support for events and speaking opportunities

• Media agency support

• Communications team

• Regulatory announcements

• Annual Report

• ESG Report

• AGM

Outcomes

• Strengthened reputation and trust through transparent and consistent communication as a publicly listed company.

• Improved responsiveness to investor interests by ensuring timely and accurate media engagement.

• Fulfilment of financial stakeholders’ information needs by providing clear, accessible updates on financial and sustainability performance.

• Enhanced brand visibility and credibility in the market through proactive media relations and messaging alignment.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 38

Stakeholder engagement

NGOs and Social Organisations

Direct stakeholder

Strategic partners in social impact projects, providing legitimacy, expertise, and local knowledge.

Purpose

To strengthen strategic partnerships with NGOs and social organisations to drive volunteer initiatives, impactful projects, and sustainable solutions that address local

needs. These collaborations keep us connected to the pulse of society, enabling us to understand the real needs of the communities where we operate. Through

initiatives such as Think Big – creating sustainable micro-destinations – and cooperation during emergencies (natural disasters or geopolitical crises), we aim to

contribute to community well-being and promote responsible tourism that creates shared value.

Communications

channels

• ESG team

• Corporate Activists (employees acting as

• Specific email address for the ESG department.

• Satisfaction surveys

• Through partnerships such as Voluntare (international volunteer organisation)

• Social media

• Websites

• ESG Report

Outcomes

• Achieve greater measurable social impact by increasing volunteer initiatives and social projects that deliver tangible benefits to local communities.

• Gain a deep understanding of local needs through insights into the real priorities and challenges of the regions where we operate, ensuring our actions are relevant

and effective.

• Provide support for community-based tourism projects by collaborating with NGOs to contribute to the creation and development of initiatives that empower local

communities and promote sustainable practices.

• Ensure rapid and effective emergency response by establishing clear protocols and partnerships to provide timely support during natural disasters or geopolitical

crises.

• Foster internal and external engagement by encouraging active participation from employees and building strong alliances with NGOs and social organisations to

amplify impact.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 39

Stakeholder engagement

Local communities

Direct stakeholder

Populations in tourism destinations that may benefit from or be affected by tourism activities and development.

Purpose

HBX Group is committed to making a positive impact in the communities and destinations where it operates. The Group’s goal is to empower these communities to

create their prosperity while safeguarding their natural and cultural resources.

Communities are affected by tourism flows, employment, and sustainability practices. Local support can strengthen HBX Group’s licence to operate and reputation.

In considering the long term, the HBX Group sees its stakeholders as including Society as a whole, through the broader environmental and other benefits that accrue

from its sustainable business activities, together with its people and its current and future shareholders.

Communications

channels

• NGOs and Public Institutions

• ESG Leadership Team

• Corporate Activists (employees acting as sustainability ambassadors)

• Specific email address for the ESG department.

• Social Media

• Collaborative Projects and Working Groups

• Specialised ESG Media

• Annual Report

• ESG Report Participation in Sustainability Events and Conferences

Outcomes

• Identify and support the real needs of local communities to ensure relevant and impactful actions.

• Gain insights into local priorities and challenges to integrate them into HBX Group’s ESG strategy.

• Empower communities to create their own prosperity through capacity building and inclusive economic opportunities.

• Contribute to the development of community-based tourism projects that generate shared value and promote sustainable growth.

• Promote practices that protect natural and cultural resources to build a more sustainable and inclusive travel industry.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 40

Stakeholder engagement

Final Traveller (Customer)

Indirect stakeholder

The end user of tourism products whose choices and consumption patterns drive market evolution and influence product offerings.

Purpose

Although our relationship with the end traveller is indirect, considering them as a collateral stakeholder is essential to understand their trends and preferences. This

insight enables us to design technological solutions or services that our clients can offer in a way that is attractive and relevant to travellers. It also helps our partners

make informed decisions aligned with tourists’ expectations regarding experience, sustainability, and transparency. In doing so, we strengthen our partners’ value

proposition and ensure that the travel ecosystem evolves toward more responsible and competitive models.

Communications

channels

• Websites

• Social Media

• ESG Report

• Sustainability hub

• Participation in Sustainability Events and Conferences

• Press releases

Outcomes

• Identify trends and preferences to gain insights on sustainability, personalised experiences, digitalisation, and well-being.

• Design better technological solutions or services by adapting features and products to make them more appealing to travellers.

• Increase the competitiveness of our clients by providing tools that allow them to differentiate in the market.

• Foster consumer-oriented innovation with new functionalities based on emerging expectations, such as ESG filters and price transparency.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 41

Stakeholder engagement

As HBX Group’s signature event, the MarketHub brings together key

decision-makers and thought leaders from the travel and technology

sectors and beyond. Held annually in Europe, Asia and the Americas, the

MarketHub invites partners from several key regions to shape the future

of travel: as well as providing keen insights to the current state of the

industry, the MarketHub inspires attendees to embrace upcoming shifts

and opportunities, not least via its trend-focused keynotes and dynamic

networking opportunities.

The MarketHub is designed to promote mutual business growth and

innovation, with an agenda shaped around key focuses such as technology,

data and people. Top speakers through the years have included AWS,

ForwardKeys and the World Travel and Tourism Council, whilst esteemed

partners are invited to participate in thought-provoking panel discussions.

Returning in 2026, the MarketHub will take place in Bali, Malta and Punta

Cana under the theme 'Unlocked'.

The events also featured dynamic networking opportunities designed to

promote mutual business growth and innovation.

Case Study: Our signature events – The MarketHubs

“From data and technology to the power of

our people, MarketHubs are where thought

leaders gather to discuss and shape the

future of the travel industry”

Javier Cabrerizo

Chief Strategy & Transformation Officer

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 42

Stakeholder engagement

Our ESG strategy

Framework for ESG reporting in the UK

The ESG section of this report responds to multiple UK regulatory

frameworks that govern non-financial and sustainability disclosures.

Specifically, it complies with the requirements of the UK Non-Financial and

Sustainability Information Statement (NFSIS), the Climate-related Financial

Disclosure (CFD) and the Streamlined Energy and Carbon Reporting (SECR)

regulations, which are broadly aligned with the Task Force on Climate-

related Financial Disclosures (TCFD) recommendations. These frameworks

collectively ensure that HBX Group provides transparent, consistent, and

decision-useful information on environmental governance, resource

use, emissions, and climate-related risks and opportunities. In addition

to this, HBX Group publishes a standalone ESG Report that includes

further information and reflects voluntary adherence to the Corporate

Sustainability Reporting Directive (CSRD).

As a public company in Spain, HBX Group also complies with Law 11/2018 on

Non-Financial Information Statements.

Our approach to ESG

As a leader in the TravelTech market, HBX Group is committed to

contributing to the creation of a sustainable future for our planet and

society. Our Environmental, Social, and Governance mission is to make

travel a force for good and a catalyst for sustainable growth. We aim to

achieve this by developing, promoting, and implementing programmes

and initiatives that generate a positive impact on society and the

environment while reducing the negative effects on the lives, cultures, and

nature of the local communities and the environment in which we operate.

We are not only considering our direct impact but also the impact of our

entire value chain, which is why our differentiator is the creation of bridges

between our stakeholders to make tourism a force for good.

Unpacking our ESG strategy

Our strategy represents the culmination of our sustainability efforts,

translating our commitment into a clear framework for action. It reflects

the outcomes of thorough analysis and engagement, turning insights into

concrete priorities to drive meaningful impact.

3 Pillars

1 Goal

Contribute to make travel a force for good

Environment Social Governance

75 Actions

Smaller initiatives that will contribute to the achievement of our ESG objectives

Key areas that support ESG:

Some material ESG issues that have separate teams responsible for them have led to the creation of

small-scale strategies to meet the established ESG objectives and stakeholder expectations.

Innovation Wellbeing

Cybersecurity and data protection

People

Compliance

10 Strategic Projects

Connected to our material issues

10 Commitments

Linked to material issues identified in the double materiality assessment and aligned to the

UNSustainable Development Goals

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 43

Our ESG strategy

Our ESG pillars

Supporting communities, protecting the environment, and fostering responsible growth.

We focus on reducing our footprint and that of our partners, building strong connections across our value chain to ensure tourism benefits both people and the

planet. To this end, we focus on three pillars of sustainability as catalysts for sustainable growth:

Environment

Positive Impact

We at HBX Group are committed to protecting our

planet by collaborating with our partners to reduce

our environmental impact, preserve biodiversity,

combat climate change, and safeguard the natural

world and the wellbeing of society.

2,065

tCO

e/M€ of revenue

(Carbon intensity)

6,219

Hotels free of single-

use plastic

Supported

cooperatives

1,775

Volunteers

10.1%

Sustainable certified

hotels

1,860

hours of ESG training

Social

People and Prosperity

We strive to create an inclusive, respectful, and

fair workplace that values diversity and equal

opportunities, and promotes employee wellbeing

and continuous development. At the same time, we

aim to make a positive impact in the communities

where we operate, supporting them in building

sustainable prosperity while protecting their natural

and cultural resources.

Governance

Trust and collaboration

We are committed to driving excellence in corporate

governance and compliance standards, ensuring

the privacy and security of the data we manage. We

do this through the creation of trusted products

and systems. Similarly, we mobilise our strategic

position as an ecosystem player in the TravelTech

B2B space to influence, create alliances, and promote

collaboration.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 44

Our ESG strategy

Our Commitments

1. Emissions and Digital Footprint –

We reduce greenhouse gas emissions,

calculate Scope 3 emissions taking into

account our collective digital footprint,

and assess the climate risk of our entire

value chain.

2. Sustainable and Conscious

Travel – We use our technological

capabilities to promote sustainable and

conscious travel that generates less

negative impact on the environment

and boosts the local development of

different regions.

3. Employee Relations, Employment

Quality and Employee Wellbeing –

We ensure stable, high-quality, and

two-way relations with our employees,

fostering good working conditions and

a positive work environment in all the

countries in which we operate.

4. Diversity and Equal Opportunities –

We promote an inclusive and fair

working environment based on respect

for diversity and equal opportunity

for all our employees, without any

prejudice based on race, religion,

age, nationality, gender, or any other

personal or social condition.

5. Local Communities – We participate in

local communities and society through

collaboration in social and solidarity

initiatives and volunteering actions that

promote the wellbeing of citizens and

their social and economic progress. We

extend aid, support, and assistance to

regions where we work that are facing

emergency situations, providing help

and resources to alleviate the impact of

such circumstances.

6. Strategic and Sectoral Partnerships

We work to promote strategic and

sectoral partnerships to boost and

activate sustainability practices and

partnerships within the sector, moving

towards a more sustainable tourism

industry.

7. Good Governance and Compliance

We reinforce to all our partners and

stakeholders the benefits of introducing

sustainable practices in their business

models, and qualifying for certifications

that make a difference.

8. Privacy & Data Security – We ensure

the implementation of robust internal

actions and controls designed to secure

the data of our stakeholders and the

Group’s sensitive information.

9. Sustainable growth – We support

the Group’s sustainable growth with

the collaboration of all employees and

stakeholders, ensuring a responsible

and economic management approach

that takes into account environmental,

social, and governance impacts.

10. Innovation – We innovate with agility

and efficiency to offer services that

meet the needs of people and clients,

and we use this capability to help

improve sustainability practices within

the travel sector. We achieve this with

a focus on technology, with the goal

of becoming the leading TravelTech

ecosystem player in the industry.

Social

Governance

Environment

Using our material topics as

a base and our three pillars,

we have established ten

core commitments linked

to the UN Sustainable

Development Goals.

In 2025, we continued to

strengthen our commitment to

sustainability by ensuring that our

ten strategic ESG commitments

are aligned with the United Nations

Sustainable Development Goals

(SDGs). This alignment allows us

to move forward in fulfilling the

2030 Agenda, with a clear focus

on the SDGs we consider strategic

for HBX Group, based on our

business model and our potential

to generate positive impact.

Throughout the year, we

have worked to embed these

commitments into our internal

policies, operational processes,

and relationships with third

parties, consolidating a responsible

business culture and actively

contributing to the development of

a more sustainable, inclusive, and

ethical travel sector.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 45

Our ESG commitments

HBX Group forest 2.0

Ongoing

Think big

Ongoing

Sustainability Hub

Ongoing

Sustainable travel

programme

Ongoing

Decarbonisation plan

Ongoing

10 strategic projects aligned with material topics and the UN Sustainable Development Goals

HBX Group

partnerships

programme

Ongoing

‘Make the difference’

volunteering

programme

Ongoing

Tech x equality

Fiscal year 2026

ESG Influencers

Programme

Ongoing

Certifications roadmap

& reporting framework

Ongoing

HBX Group Forest 2.0 helps keep

our commitment to reforestation

as the best way to fight against

climate change, offset part of our

emissions, and protect biodiversity

and air quality in the areas where

we operate.

The framework helps adapt our

reporting to new regulations and

obtain certifications to increase

our reputation and commitment

to ESG.

Think Big provides mentoring

and support for communities

to develop alternative touristic

routes and sustainable micro-

destinations with corporate

volunteering.

The programme uses our

B2B positioning to collaborate

with our entire ecosystem

of stakeholders to achieve

common goals.

Virtual community and space to

support our small and medium

partners on their journey to

sustainability.

Make The Difference is our

corporate volunteering

programme. It aims to create

talent retention and attraction,

build social impact, raise

awareness, and develop soft

skills.

A programme aiming to support,

give greater visibility to, and

promote sustainable products,

services, and destinations within

our customer base and to end

consumers.

The project aims to bring

technology closer to vulnerable

groups by collaborating to reduce

the digital gap and develop

techtalent.

Decarbonisation plan continues

to reduce our environmental and

value chain impacts and calculate

and incorporate net 0 Scope 3

targets.

ESG training for employees

and especially for the sales

force to become ambassadors

forsustainability.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 46

Our ESG commitments

Based on this context analysis, the

process moved forward with the

drafting and initial identification

of the IROs to be assessed in the

nextphase.

Phase 2 – Identification

of impacts, risks and

opportunities (IROs)

In this phase, we identified the

actual and potential, positive and

negative impacts that HBX Group

generates or contributes on people

and the environment (impact

materiality), as well as the ESG risks

and opportunities that may affect

our financial position (financial

materiality).

This identification was grounded

in a comprehensive understanding

of our activities and value chain

and was significantly enriched

through direct engagement with

key stakeholders. As part of this

engagement, we conducted a

series of focus groups involving

both internal and external

stakeholders. These sessions were

designed to explore sustainability

topics through the lens of

participants’ lived experiences,

providing valuable context and

helping to surface an initial set of

IROs.

In line with the ESRS framework,

the analysis considered not only

the main topics and sub-topics, but

also the sub-sub-topics defined in

Appendix A of ESRS 1, ensuring a

thorough and granular assessment

across environmental, social, and

governance dimensions.

Once identified, each impact,

risk, and opportunity (IRO) was

categorized using the following

criteria to better understand its

nature and relevance:

• Actual or Potential: Whether the

IRO is already occurring or could

happen in the future.

• Time horizons: Short term refers

to the reporting period adopted

by HBX Group in its financial

statements; medium term

extends up to five years from

the end of the short term; long

term covers any period beyond

five years.

• Business Lines: Which part

of HBX Group’s operations or

services it affects.

• Geography: The countries

or regions where the IRO is

relevant.

• Position in the Value Chain:

Whether the IRO arises in

upstream activities (e.g. suppliers),

within our own operations, or in

downstream areas (e.g. customers

or end users).

This phase concluded with a

consolidated list of IROs, which

served as the basis for our

subsequent evaluation.

Phase 3 – Stakeholder

Engagement

In this phase, as mentioned

before, we gathered input from

our key stakeholders to ensure

the materiality assessment

reflects their perspectives and

expectations. The engagement

process was designed to include

both internal stakeholders and

those externally impacted across

our value chain.

Stakeholder groups consulted:

• Internal stakeholders:

employees, key functions

(such as the commercial and

executive teams), management,

worker representatives, and

board-level committees.

• External stakeholders: suppliers,

clients/customers, strategic

partners, investors, public

authorities and DMOs, NGOs,

media representatives, and

other members of civil society.

Description of the processes

for determining and assessing

material impacts, risks and

opportunities

In 2025, we updated our Double

Materiality Assessment to

align with the latest European

sustainability reporting

requirements (CSRD, ESRS,

and EFRAG guidance). This

enhanced approach allows us

to identify the sustainability

matters most relevant for us and

our stakeholders by examining

them from two interconnected

perspectives: their actual or

potential impact on people and the

environment, and their influence

on our business performance. We

recognise that these dimensions

are closely linked and must be

assessed together to ensure a

meaningful understanding of our

priorities. These key topics are not

addressed in isolation – they are

designed to be fully embedded

into HBX Group’s business strategy,

sustainability initiatives, and

reporting practices, ensuring that

material issues inform decision-

making across the organisation.

To carry out this assessment,

we followed a structured four-

phase process: context analysis,

identification of impacts, risks and

opportunities (IROs), stakeholder

engagement, and evaluation with

results validation.

Phase 1 – Context

analysis

We begin this phase with the list

of topics, sub-topics, and sub-sub-

topics set out in AR 16 of ESRS 1

and

include an analysis of the internal

and external sustainability context

that affects or may affect our

organisation and the environment

in which we operate.

Our analysis covers HBX Group’s

entire value chain, including

its activities, resources, and

relationships, and examining

both upstream and downstream

operations. To do so, we relied on

our internal documentation as well

as external sources.

Specific sources and stakeholder

groups considered during this

phase:

• Internal sources: HBX Group

ESG 2024 Report, policies,

HBX Group last materiality

assessment.

• External sources: press analysis,

benchmarking analysis against

peers and best practices, ESG

Analysts (S&P and SASB),

industry guidance and

NGOreports.

• Stakeholder groups: Board of

directors, Employees, Clients/

Customers, Suppliers, Media,

Investors, NGOs and institutions,

and Governments.

Our Double Materiality Assessment

1. AR 12 of ESRS 1 from CSRD Europeanregulation.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 47

Our Double Materiality Assessment

Scoring & threshold

We produced a composite score

per IRO and set the materiality

threshold at the third quartile

(75thpercentile) of the distribution

of results. IROs scoring at or above

this threshold were classified as

material for disclosure.

All evaluations were conducted

using internal methodologies.

While initial inputs were supported

by ESG specialists, final scoring

and validation were carried out

by our ESG team, ensuring a

consistent and informed process.

Based on this assessment, we

applied predefined thresholds

to determine which IROs are

considered material and subject

todisclosure.

Applying these thresholds, we

arrived at a final list of 25 material

IROs to be disclosed, 13 impacts

(8 positive, 5 negative) and 12

risks and opportunities (7 risks,

5opportunities).

To ensure a broad and

representative perspective, we

engaged these stakeholder

groups through a series of focus

groups conducted via video

calls. Our objective for these

sessions was to gather insights on

which sustainability topics they

considered most relevant, based

on their experience and interaction

with HBX Group’s operations, value

chain, and broader impact.

By involving a diverse set of

stakeholders – spanning internal

functions and external partners

– we were able to identify and

validate actual and potential IROs

in a more inclusive and robust

manner.

The insights collected through

these sessions served as a key input

for the following phase, informing

the evaluation and prioritisation of

the IROs identified.

IRO-2 Disclosure requirements

set out in the ESRS covered by

the company’s sustainability

statement

Phase 4 – Evaluation

and results validation

In this phase, we evaluated

each identified IRO individually,

combining insights from our multi-

stakeholder consultations with

the judgement of our internal ESG

team, external consultants, Senior

Management Team among others.

Impact materiality

We assessed severity and likelihood

across time horizons.

• Severity was determined by:

• Scale (how serious/beneficial

the impact is for people or

the environment; 1–5).

• Scope (extent of the affected

geography or population; 1–5).

• Irremediability (effort/time to

remedy; 1–5).

• For positive impacts, severity

considered scale and scope

(not irremediability).

• Likelihood reflected the

probability of occurrence over

short, medium and long term,

using bands: Low (0–10%), Low–

Medium (11–40%), Medium (41–

60%), Medium–High (61–85%),

High (86–100%).

Our evaluation prioritised potential

negative impacts related to human

rights – their relative severity rather

than likelihood.

Financial materiality

We assessed magnitude and

probability of the financial effect on

HBX Group, considering revenue,

cost, capex/opex, asset values,

access to finance and reputation.

(Based on FY24 Revenue (€693m)

and EBITDA (€363m).

• Magnitude (1–5) linked to

EBITDA.

• Probability used the same bands

as above.

The material topics for our company are:

Material topic Material subtopics

E1 Climate change • Climate change adaptation

• Climate change mitigation

• Energy

S1 Own workforce • Working conditions

• Equal treatment and opportunities for all

S2 Workers in the

value chain

• Other work-related rights

S3 Affected

communities

• Communities’ economic, social and cultural

rights

• Communities’ civil and political rights

S4 Consumers and

endusers

• Social inclusion of consumers and/or end-

users

• Information-related impacts for consumers

and/or end-users

G1 Business

conduct

• Corporate culture

• Corruption and bribery & money laundering

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 48

Our Double Materiality Assessment

5,00

4,50

4,00

3,50

3,00

2,50

2,00

1,50

1,00

0,50

0,00

0,00 0,50 1,00 1,50 2,00 2,50 3,00 3,50 4,00

Impact Materiality Double Materiality

Financial

1 29

Material Environment Material – Social Material – Governance Non-material sub-topics

Financial Materiality

Climate change

adaptation

Information-related impacts for

consumers and/or end-users

Communities’ civil

and political rights

Communities’ economic,

social and cultural rights

Working conditions

Corporate culture

Corruption and bribery

Energy

Climate change

mitigation

Equal treatment and

opportunities for all

Other work-related rights

Social inclusion of consumers and/or end-users

Impact Materiality

Climate change adaptation

Climate change mitigation

Energy

Working conditions

Equal treatment and

opportunities for all

Other work-related rights

Working conditions

Equal treatment and

opportunities for all

Other work-related rights

Communities’ economic,

social and cultural rights

Communities’ civil and

political rights

Rights of indigenous peoples

Information-related impacts

for consumers and/or end-

users

Personal safety of consumers

and/or end-users

Social inclusion of consumers

and/or end-users

Pollution of air

Pollution of water

Pollution of soil

Pollution of living organisms

and food resources

Substance of concern

Substance of very high

concern

Microplastics

Water

Marine resources

Direct impact drivers of

biodiversity loss

Impact on the state of species

Impact on the extent and

condition of ecosystems

Impact and dependencies on

ecosystem services

Resource inflows

Resource outflows

Waste

Environment Social

Corporate culture

Protection of whistle-blowers

Animal welfare

Political engagements

Management of relationships

with suppliers

Corruption and bribery

Governance

Double Materiality Matrix

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 49

Our Double Materiality Assessment

Identified impacts, risks and opportunities (IROs)

The table below illustrates the material IROs identified through our Double Materiality Assessment. Each IRO is described in terms of whether it represents a positive or negative impact, risk or

opportunity, and the stage of the value chain where it occurs.

This section offers a glimpse into some of the actions, metrics and responses related to these IROs. For a more comprehensive and detailed overview – including current and expected effects,

mitigation measures, policies, targets and performance indicators – please refer to our full ESG Report, available on our website.

E1 climate change

Subtopic IRO Scope Time Horizon Description

Climate Change adaptation Risk • Upstream

Activities

• Downstream

Activities

Medium-Term Restricted access to regions affected by acute climate-related disasters—such as earthquakes,

wildfires, tsunamis, and hurricanes—and chronic conditions like rising temperatures,

prolonged droughts, sea-level rise, and poor air quality can significantly reduce customer

willingness to travel to these areas due to safety and comfort concerns. In addition, such events

may disrupt digital infrastructure, including data centres that support booking platforms,

creating operational risks alongside reduced demand.

Climate Change mitigation Negative Actual

impact

• Upstream

Activities

• Downstream

Activities

Long-Term Growth in indirect greenhouse gas emissions linked to the supply chain, particularly from

business travel – with the potential for further increases as the scope of footprint calculations

expands.

Risk • Upstream

Activities

• Own Operations

• Downstream

Activities

Long-Term Potential regulations affecting domestic flights and other forms of carbon intensive travel

– whether for corporate mobility or consumer tourism – could directly impact HBX Group’s

business model. These restrictions may reduce travel demand, increase operational costs, and

disrupt service offerings, leading to negative financial consequences and limiting growth in

affected markets.

Energy Negative Actual

impact

• Own Operations Long-Term HBX Group’s software development activities contribute to climate change due to their

high energy intensity and significant electricity consumption, particularly across cloud

infrastructure and data operations.

Risk • Upstream

Activities

• Own Operations

• Downstream

Activities

Medium-Term Rising energy consumption due to business growth and increased reliance on cloud servers,

combined with continued dependence on fossil fuels and other non-renewable energy

sources.

1. This impact is currently occurring and has been addressed as an actual impact within the Double Materiality Assessment due to its present effects. However, it may increase in the future as a result of potential business growth, and

and if no plans are developed to reduce indirect emissions linked to our value chain.

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Social

S1 Own workforce

Subtopic IRO Scope Time Horizon Description

Working conditions Risk • Own Operations Short-Term The rise of remote work would to generate a risk if not well managed so there is a need

to adapt practices to improve employee wellbeing and avoid poor communication, team

disconnection, and excessive workloads, which can lead to high turnover, low motivation, and

health risks, ultimately impacting productivity and organisational performance.

Opportunity • Own Operations Short-Term Providing competitive salaries, comprehensive benefits, and robust policies strengthens HBX

Group’s ability to attract and retain top talent, fostering innovation and ensuring long-term

competitiveness.

Positive Actual

impact

• Own Operations Medium-Term The implementation of fair and transparent compensation policies at HBX Group contributes

to greater employee satisfaction and strengthens their commitment to the organisation.

Positive Actual

impact

• Own Operations Short-Term Fostering a workplace culture where employees are empowered through inclusive dialogue,

freedom of association, formal representation, and strong collective bargaining mechanisms,

ensuring that they actively participate, feel valued, and enjoy greater job stability and

satisfaction.

Positive Actual

impact

• Own Operations Short-Term Enhanced employee well-being at HBX Group through the implementation of workplace

improvement measures, including flexible working arrangements, while proactively and

effectively managing the new challenges that arise in maintaining work-life balance, avoiding

excessive or unregulated overtime that could lead to extended working hours without

sufficient rest.

Equal treatment and

opportunities for all

Positive Actual

impact

• Own Operations Medium-Term Encouraging talent development through training and performance evaluations at HBX

Group can lead to greater employee engagement and improved performance.

S2 Workers in the value chain

Subtopic IRO Scope Time Horizon Description

Other work-related rights Negative Potential

impact

• Upstream Activities

• Downstream

Activities

Short-Term Inadequate working conditions across HBX Group’s value chain – such as poor labour

practices, delayed or insufficient remuneration, and violations of labour rights – may lead to

employee dissatisfaction and concerns regarding human rights.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 51

Social

S3 Affected communities

Subtopic IRO Scope Time Horizon Description

Communities’ economic,

social and cultural rights

Positive Actual

impact

• Downstream

Activities

Medium-Term Contribution to economic and social development in key tourist destinations by promoting

tourism, creating employment opportunities, and fostering partnerships with local businesses.

Negative Actual

impact

• Downstream

Activities

Short-Term The growth of tourism in sensitive destinations can pressure local communities by limiting

access to housing and essential resources, displacing traditional commerce in favour of tourist-

oriented businesses, and reducing market access for local providers due to the consolidation

of global tourism platforms – leading to dependency on intermediaries and loss of control over

pricing and branding.

Risk • Upstream

Activities

• Own Operations

• Downstream

Activities

Short-Term Reduction in accessible travel destinations due to conflicts, geopolitical instability, or

international travel restrictions.

Communities’ civil and

political rights

Risk • Upstream

Activities

• Own Operations

• Downstream

Activities

Medium-Term HBX Group may face ethical scrutiny and reputational damage by promoting or maintaining

a presence in tourist destinations associated with human rights violations. This includes

areas linked to forced labour, censorship, or discrimination, which may trigger boycotts and

advocacy campaigns by human rights organisations. Such associations can be perceived

as complicity, undermining HBX Group’s commitment to ethical standards and social

responsibility.

S4 – Our clients

Subtopic IRO Scope Time Horizon Description

Access to products

and services

Positive Actual

Impact

• Own Operations

• Downstream

Activities

Short-Term Integration of advanced and emerging technologies to optimise platform performance,

reduce travel package costs, and improve overall customer experience.

Access to (quality)

information

Opportunity • Upstream

Activities

• Downstream

Activities

Long-Term Increase the portfolio of sustainable services, including accommodation, experiences, mobility

and other travel services, and the sales associated with those sustainable services.

Information-related

impacts for consumers

and/or end-users

Opportunity • Own Operations Long-Term According to the WTTC, global tourism is expected to continue growing, with a strong focus on

luxury travel, personalised experiences, sustainable travel and hotels as a core product.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 52

Social

G1 Business conduct

Subtopic IRO Scope Time Horizon Description

Corporate culture Positive Actual

impact

• Own Operations Medium-Term Promoting a positive and engaging work environment by encouraging initiatives that

strengthen corporate culture and employee sense of belonging.

Positive Actual

Impact

• Upstream

Activities

• Own Operations

• Downstream

Activities

Medium-Term Promotion of awareness of ESG topics among HBX Group own operations, value chain and its

stakeholders through internal campaigns, sustainable practices, responsible travel choices and

highlighting eco-friendly destinations.

Risk • Own Operations

• Downstream

Activities

Medium-Term The absence of robust cybersecurity measures may expose the organization to attacks that

compromise the availability of critical systems, leading to service interruptions and impacting

business continuity.

Opportunity • Own Operations Long-Term Strengthening internal controls to gain deeper insight into employee profiles, while enhancing

communication across teams, will allow HBX Group to better incorporate all relevant factors

into performance evaluations and bonus decisions. This approach fosters transparency,

fairness, and alignment with individual contributions, ultimately supporting a more engaged

and accountable workforce.

Corruption and bribery &

money laundering

Negative Actual

impact

• Upstream

Activities

Short-Term HBX Group must strengthen its anti-corruption efforts by enhancing due diligence and

oversight across the value chain. Actively monitoring the Suppliers Code of Conduct will help

reduce the risk of non-compliance and unethical practices, safeguarding the company’s

reputation and minimizing potential legal exposure.

We last updated our Double Materiality Assessment in 2025. The insights from this assessment are currently guiding the redesign of our ESG strategy, ensuring that material impacts, risks,

andopportunities are systematically addressed and monitored across our operations and value chain.

In addition, sustainability-related risks are assessed alongside other strategic and operational risks within our Enterprise Risk Management process, ensuring alignment with overall risk

prioritisation and oversight by the Audit and Risk Committee.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 53

Social

Sustainable and Conscious Travel

HBX Group’s role in sustainable tourism

As a leading intermediary within the travel ecosystem,

HBXGroup leverages its technological capabilities and

network to promote more sustainable and conscious travel.

We support hundreds of businesses in reducing environmental

impact and fostering local development.

Our focus areas include:

Raising awareness and sharing

sustainability knowledge

Encouraging the adoption of

sustainability standards

Supporting community-based tourism

projects in micro-destinations

These focus areas are reflected in key initiatives aligned with our material

sustainability issues and business strategy, enhancing both our impact and

that of our partners.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 54

Sustainable and Conscious Travel

Raising awareness and sharing

sustainability knowledge

In 2025, HBX Group consolidated its Sustainability

Hub (the Hub) as a strategic platform to promote

sustainable practices across the travel industry.

Originally designed to support small and medium-

sized enterprises with resources and best practices,

the Hub expanded its reach this year through

integration into our corporate website and increased

internal engagement.

2025 highlights

• Enhanced accessibility and public visibility.

• Monthly newsletters and regular webinars on ESG

topics.

• Strengthened collaboration with partners and

employees.

• Focused on practical tools and themes such as

circular economy, climate action, inclusion, and

responsible business.

The Hub now serves as a key communication and

collaboration tool, amplifying impact across our

ecosystem.

Next steps

In the coming year, we aim to expand the Hub by

exploring new content formats such as podcasts

and video to make ESG topics more engaging

and accessible. We are also assessing new ways to

promote our monthly newsletter to reach a broader

audience and strengthen its role as a key resource for

sustainability knowledge across the travel sector.

Key figures

• 200+ Subscribers

• 126+ pieces of content

Encouraging the adoption of

sustainability standards

HBX Group’s Sustainable Hotels Programme identifies

and promotes partner hotels that meet credible

sustainability standards, such as Global Sustainable

Tourism Council (GSTC) and Travalyst. The initiative

supports responsible travel choices and responds to

growing global demand for sustainable tourism.

2025 highlights

• A system was implemented to automatically identify

hotels certified by GSTC or Travalyst.

• Certified hotels are given higher visibility in our

search engines to encourage sustainable choices,

vegan menus, accessibility for reduced mobility, and

other sustainable features.

• Awareness campaigns were launched to increase

certified hotels and promote topics like avoiding

single-use plastics, pet-friendly stays, and more.

Next steps

To further develop the programme, we plan to:

• Automate real-time verification of hotel

certifications.

• Expand the programme to include other tourism

products

• Introduce new sustainability-related facility

categories.

• Promote World Travel & Tourism Council Hotel

Sustainability Basics to support small properties.

• Develop an evaluation tool with indicators,

documentation, and scoring to audit and improve

practices.

Key figures

• 10.1% of sustainable hotels certificated in the portfolio.

• 6,219 hotels without single-use plastics

• c. 150k hotels accessible to guests with reduced mobility

Supporting community-based tourism

projects in micro-destinations

Think Big is HBX Group’s growing initiative to support

sustainable microdestinations through community-

based tourism. In 2024, we launched a pilot with seven

Mayan cooperatives in rural Quintana Roo, Mexico, in

collaboration with Amigos de Sian Ka’an. The initiative

aims to preserve Mayan heritage, strengthen local

economies, and protect biodiversity.

2025 highlights

• Empowered Mayan communities through training

and digital tools, including a website with booking

and payment features to reach end travellers

directly.

• Boosted visibility and market access via social media

and integration into global travel platforms.

• Improved infrastructure to enhance visitor

experience and meet quality standards.

• Developed new tourism products and tailored

business plans for long-term sustainability.

• Promoted environmental awareness through

educational materials and sustainability KPIs.

• Enabled impactful corporate volunteering, with

2,000+ hours contributed by 30 employees, fostering

soft skills and employee engagement.

Next steps

In 2026, we will focus on professionalising and

scaling Think Big, aiming to replicate the model in

new communities. Special attention will be given to

measuring social and environmental impact, and we

will introduce community-based tourism as a new

category within our sustainable experiences portfolio.

Key figures

• 2000+ volunteering hours

• 1 micro-destination developed

• 11 local cooperatives involved

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 55

Sustainable and Conscious Travel

Environmental management and climate responsibility

Environmental Management

approach

At HBX Group, we are committed to

advancing our environmental strategy

as a core component of our broader ESG

commitments. In 2025, we marked a

significant milestone by establishing our

Environmental Management System (EMS),

now certified under ISO 14001. This system,

headquartered in Palma, serves as a central

framework that guides and harmonises

environmental processes across all our

offices. It supports continuous improvement

and the progressive deployment of

structured practices throughout our global

operations.

Building on our long-standing focus on

Scope 1 and 2 emissions, we expanded our

efforts to address our full value chain. In 2025,

we completed the calculation of our most

material Scope 3 emissions categories and

developed an emissions reduction plan to

be implemented from 2026 onwards. These

actions reflect our ambition to take a holistic

approach to climate responsibility.

Our Environmental Policy guides all activities

in this area, outlining our commitments to

climate change mitigation, energy efficiency,

renewable energy adoption, biodiversity

protection, and the promotion of conscious

travel. These principles are applied across

all business areas and reinforced through

specific targets, internal training, and

collaboration with partners and suppliers

Environmental governance is embedded

within our corporate structure, with oversight

from the Board of Directors and regular

updates provided by the ESG team to the

Senior Management Team.

ESG indicators are integrated into both

our long-term and short-term incentive

plans, representing 10% of performance

metrics – demonstrating leadership’s

strong commitment to sustainability and

continuous improvement.

The following section outlines the key

environmental indicators we report on, in

line with the UK’s NFSIS regulation and

in alignment with the Climate Financial

Disclosure (CFD/TCFD) framework.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 56

Environment

Climate-related risks and opportunities management

At HBX Group, we adopt

a structured approach to

managing climate-related risks

and opportunities, enabling us

to identify, assess, and mitigate

the potential impacts of climate

change on our operations and

value chain.

We follow the TCFD framework

as it is the cornerstone of climate

disclosure regulations in key

jurisdictions where we operate

and are listed, such as the UK and

Spain.

Our degree of progress in implementing TCFD recommendations:

Governance Risk management Strategy Metrics and targets

Disclose the organisation’s

governance around climate-related

risks and opportunities

Disclose how the organisation

identifies, assesses, and manages

climate-related risks

Disclose the actual and potential

impacts of climate-related risks and

opportunities on the organisation’s

businesses, strategy, and financial

planning where such information is

material

Disclose the metrics and targets

used to assess and manage

relevant climate-related risks

and opportunities where such

information is material

a. Describe the board’s

oversight of climate-related

risks and opportunities

a. Describe the organisation’s

processes for identifying and

assessing climate-related risks

a. Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium, and

long term

a. Disclose the metrics used

by the organisation to

assess climate-related risks

and opportunities in line

with its strategy and risk

management process

CA 414CB (a) CA 414CB (b) CA 414CB (d) CA 414CB (h)

Learn more on page 58 Learn more on page 59 Learn more on pages 60, 63

and 64

Learn more on page 66

b. Describe management’s role

in assessing and managing

climate-related risks and

opportunities

b. Describe the organisation’s

processes for managing

climate-related risks

b. Describe the impact of

climate-related risks and

opportunities on the

organisation’s businesses,

strategy, and financial

planning

b. Disclose Scope 1, Scope 2,

and, if appropriate, Scope

3 greenhouse gas (GHG)

emissions, and the related

risks

CA 414CB (a) CA 414CB (b) CA 414CB (e) CA 414CB (h)

Learn more on page 58 Learn more on pages 60-65 Learn more on pages 60-65 Learn more on page 66

c. Describe how process for

identifying, assessing, and

managing climate-related

risks are integrated into the

organisation’s overall risk

management

c. Describe the resilience of the

organisation’s strategy, taking

into consideration different

climate-related scenarios,

including a 2º or lower

scenario

c. Describe the targets used

by the organisation to

manage climate-related

risks and opportunities and

performance against targets

CA 414CB (c) CA 414CB (f) CA 414CB (g)

Learn more on pages 59 and 65 Learn more on pages 65 Learn more on page 66

The table above outlines how HBX Group’s climate-related disclosures align with the TCFD recommendations and indicates where each disclosure, as required under Section 414CB, can be

found in the 2025 Annual Report.

To be initiated

In progress

Implemented

Degree of progress

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 57

Environment

Governance of climate-related issues

At HBX Group, the governance

of climate-related risks and

opportunities is structured to

ensure strategic oversight and

operational accountability across

the organisation. In line with our

Environmental Policy approved in

2025, ultimate oversight of climate-

related matters rests with the

Board of Directors, supported by

the Senior Management Team. This

structure reflects our recognition

that climate change poses material

risks to the travel and tourism

sector, and that resilience across

our value chain depends on

informed, coordinated action.

Within the Senior Management

Team, responsibility for ESG topics

– including climate-related risks

and opportunities – lies with the

Chief People, Communications

and ESG Officer. The Senior

Management Team plays a central

role in translating strategic climate

priorities into operational plans

and receives periodic updates

from the ESG Team. The ESG

Team coordinates climate-related

assessments, monitors regulatory

developments, and works cross-

functionally with risk management,

procurement, and strategy units

to integrate climate considerations

into business processes.

Climate-related risks are also

embedded within our Enterprise

Risk Management (ERM)

framework, where they are treated

as a distinct parent risk. The Audit

and Risk Committee, which meets

at least four times a year, reviews

these risks as part of its oversight

responsibilities. The results of the

overall ERM process are formally

presented to the Committee

periodically, ensuring that climate-

related risks are consistently

evaluated alongside other parent

risks.

This governance arrangement

enables HBX Group to maintain a

consistent and informed approach

to climate-related decision-making,

ensuring that both risks and

opportunities are addressed at the

highest levels of leadership and

embedded into our operational

and strategic planning.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 58

CFD/TCFD

Risk management

Identification of Risks

In 2025, we conducted our inaugural comprehensive analysis of climate risks and opportunities,

following these steps:

1. Value chain mapping: Identify key stakeholders and operations across the business

valuechain.

2. Risk and opportunity identification: Identify preliminarily potential climate-related risks and

opportunities for each activity and business unit.

3. Exposure analysis: Assess which assets and activities are most exposed to climate risks,

based on geographic location and type of activities.

4. Vulnerability analysis: Evaluate how the exposure to the previously identified risks could

translate into disruptions in the activity of and financial implications for HBX Group.

5. Financial effects analysis

: An estimative assessment of the potential financial implications of

climate-related risks on the business model.

6. Risk map integration: Incorporate climate risks into the Group’s overall risk framework.

The climate risks and opportunities assessment performed included our own operations and

also took a value chain approach:

• Upstream: including suppliers in accommodation, mobility, experiences, and airline

operations, as well as our enabling activities such as offices and data centres.

• Downstream: actors like travel agents, tour operators, and tourists are also included to ensure

a holistic view, specially from the point of view of transition risks

Physical risks

Physical risks were assessed under multiple climate scenarios and time horizons – 2030 (short-

term), 2040 (medium-term), and 2050 (long-term) – using the Shared Socioeconomic Pathways

(SSP) and Representative Concentration Pathways (RCP) defined by the IPCC in its Sixth

Assessment Report (AR6).

SSP1-2.6:

A sustainable world with strong climate action and low emissions – leads

to limited warming.

SSP2-4.5:

A middle-of-the-road path with moderate climate policies – results in

intermediate warming.

SSP5-8.5:

Rapid growth driven by fossil fuels and weak climate action – causes high

emissions and severe warming.

The three time horizons to structure this analysis are:

• Short-term (2030)

• Medium-term (2040)

• Long-term (2050)

In the climate risks and opportunities analysis performed, each climate risk and opportunity

was evaluated using HBX Group’s Enterprise Risk Management (ERM) framework, applying the

defined impact and likelihood scales to assess risks. This aims to ensure that climate-related

risks are consistently integrated into the company’s overall risk management process.

1. Estimation of anticipated financial effects from climate-related risks and opportunities will follow ESRS E1-9

transitional provisions, according to EU CSRD.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 59

CFD/TCFD

Material climate risks identified and assessed

Climate change is increasingly manifesting through a range of temperature, water, and wind-related hazards, each carrying distinct risks that may affect HBX Group’s operations and partners

across the value chain. In the next table, the climate hazards and risks identified as more material to HBX Group business model are identified:

Type of climate-related hazard Type of hazard Climate-related hazard

Temperature

Acute Heat waves

Wildfires

Chronic Changing temperature patterns

Water

Acute Droughts

Chronic Changing precipitation patterns

Sea level rise

Ocean acidification

Wind

Acute Extreme weather events (cyclones, hurricanes, typhoons, tornadoes, storms)

Chronic Changing wind patterns

Solid mass

Chronic Soil degradation

as transport operations and

activities become more exposed

to climate extremes, leading

to cancellations or reduced

availability. Chronic temperature

shifts, including prolonged

droughts and changing seasonal

patterns, will gradually reshape

tourism flows and operational

viability. Destinations reliant on

snow or nature-based experiences

may experience declining

demand, while water stress in

arid regions could limit hotel

services and reduce the quality of

guest experiences. Data centres

will face additional challenges as

rising temperatures and water

scarcity increase both energy

and water usage, requiring

Temperature-related hazards,

both acute and chronic, are

expected to exert significant

pressure on infrastructure

resilience and service continuity.

Acute risks such as heatwaves

and wildfires can lead to sudden

operational challenges. Heatwaves

drive up cooling demands across

accommodation facilities, office

buildings, and data centres,

resulting in higher energy

consumption and increased

operational costs. Wildfires,

particularly in vulnerable

destinations, may cause severe

service disruptions, raise safety

concerns, and damage brand

reputation. These events also affect

mobility and outdoor experiences,

investments in more resilient

systems. Over time, these changes

could alter the attractiveness of

certain destinations, requiring

strategic adaptation to maintain

competitiveness.

Water-related hazards compound

these challenges. Acute risks

such as droughts and changing

precipitation patterns can disrupt

basic office functions and hotel

operations, while also affecting

experiences tied to natural

water sources. Reduced water

availability may compromise guest

services and increase operational

complexity. Chronic risks, including

rising sea levels and ocean

acidification, present long-term

threats to coastal infrastructure

and demand strategic planning

for relocation or protection.

Increased water stress will also

affect operations that depend on

significant water inputs, adding

cost and complexity to business

continuity.

Wind-related hazards also pose

significant risks. Acute events such

as cyclones, hurricanes, typhoons,

tornadoes, and storms can cause

sudden disruptions to transport,

accommodation, and outdoor

experiences, often resulting in

infrastructure damage and service

interruptions. These events create

substantial operational and safety

challenges. Chronic changes in

wind patterns may influence the

feasibility of certain experiences

and transport routes, requiring

adjustments in operational

planning and destination

management to ensure continuity

and safety.

Finally, solid mass-related hazards

such as soil degradation, while

less visible, can have long-term

implications for nature-based

tourism and supply chains that

support hospitality services. This

degradation may reduce the

quality of experiences and increase

operational costs over time, adding

another layer of complexity to

climate-related risk management.

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CFD/TCFD

Potential financial impact

In our climate risk assessment, we

adopted a value chain approach,

recognizing that HBX Group

operates as a B2B intermediary

rather than a direct provider of

accommodation, mobility, or

experience services. The risk values

calculated primarily reflect the

exposure of our partners’ business

units (e.g., hotels, car rental,

transfers, experiences). These risks

apply to HBX Group indirectly,

through potential disruptions in

our value chain. To quantify this

indirect exposure, a 1:1 assumption

was applied: the same risk value

identified for the partner’s

business unit was transferred to

HBX Group. This assumption does

not imply operational control or

the ability to implement climate-

adaptive measures within partner

businesses.

As such, the potential operational

and financial implications of

climate change for HBX Group

are primarily indirect, emerging

through disruptions across the

value chain rather than from direct

operational exposure. Climate-

related events – such as heatwaves,

wildfires, and water stress –

may affect the continuity and

performance of partner services

in accommodation, mobility,

andexperiences. Thesedisruptions

could lead to reduced bookings,

cancellations, and service

limitations, which may in turn

impact HBX Group’s revenue and

profitability. Thus, the operational

impact of climate change on HBX

Group partners across the value

chain could potentially result in an

indirect reduction of HBX Group’s

profit margin and drive revenue

loss due to reduced activity in

the impacted destinations.

WhileHBX Group does not directly

manage or operate these services,

it remains commercially exposed

to the consequences of climate-

related events. Our exposure

is limited to the commercial

and contractual implications of

climate-related events affecting

our partners. In practice, material

impacts would likely manifest as:

• Cancellation and relocation

costs for non-refundable

bookings.

• Financial strain on hoteliers in

affected regions, potentially

impacting their ability to

meet contractual obligations

(e.g.,supplier preferential

agreement repayments).

• Transmission of costs to

intermediaries like HBX Group,

which could affect our revenue

and profitability.

Currently, no climate-related

events have had a direct material

impact on the financial statements,

and there is no significant risk

of material adjustment to the

carrying amounts of assets and

liabilities within the next annual

reporting period. We are working

to continuously integrate climate-

related considerations into financial

planning processes to enhance

resilience and support long-term

business continuity.

Additionally, although data

infrastructure is largely cloud-

based and managed by third

parties, the rising energy and

water demands may gradually

influence service costs, requiring

ongoing assessment.

HBX Group does not manage

or operate these services

directly; therefore, we cannot

establish climate adaptation

instructions for experiences,

mobility, or accommodation

directly. However, we recognize

our ability to influence the travel

and tourism ecosystem through

stakeholder engagement,

awareness campaigns, promotion

of best-practice guidelines, and

cross-cutting projects that aim to

contribute to climate resilience

across our value chain.

As a global company, HBX Group

strives to be ready to respond in

the event of natural disasters and

longer-term weather changes.

This includes finding ways to

support impacted customers

and being prepared to adjust

marketing and operations

toward regions that remain

unaffected. This collaborative

and adaptive approach reflects

HBX Group’s commitment to

managing climate-related risks

thoughtfully, while contributing

to broader resilience across the

travel ecosystem. Internally, HBX

Group will also take climate

considerations into account when

developing safety protocols to

protect its offices and employees

from potential disruptions.

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CFD/TCFD

Risk management

HBX Group is progressively

integrating climate risk

management into its core

sustainability initiatives,

recognising the need to build

resilience across both its operations

and value chain. The following

projects represent key areas where

climate adaptation and mitigation

will be further developed to

support long-term continuity,

partner engagement, and

environmental performance.

Decarbonisation Plan

A strategic framework to reduce

emissions across the value chain,

through which we aim to help our

partners decarbonise and reduce

emissions, including infrastructure

upgrades and resource efficiency

improvements to address long-

term environmental stressors

and help achieve emissions

reductiontargets.

Sustainable Hotels Programme

Through our partner engagement

initiative with hotels, we conduct

campaigns that aim to improve

environmental performance in

accommodation services. The

programme will also promote

climate-adaptive practices such as

resilient building design, efficient

resource use, and operational

flexibility to support continuity

under changing climate conditions.

Sustainability Hub

Through our ESG awareness

Platform, we aim to share

knowledge on sustainability and

want to expand its scope to include

climate risk awareness, adaptation

strategies, and collaborative

initiatives with suppliers

and destination marketing

organisations.

Environmental Management

System

Through HBX Group’s internal

framework for managing

environmental impacts, we will

work to integrate climate risk into

operational planning, including

infrastructure resilience and

workplace safety protocols for all

those offices and assets in areas

with a material climate risk.

Sustainability criteria of our data

processing and management of

underlying infrastructure

HBX Group is currently reviewing

its ESG policies related to

cloud services and data centre

infrastructure. As part of this

process, climate considerations

will be included by collecting

technical and sustainability-

related information to assess

alignment with recognised

sustainability frameworks, which

will help evaluate environmental

performance, energy efficiency,

and climate resilience of underlying

data processing, hosting and

management solutions.

Engagement Initiatives

with Destination Marketing

Organisations and Suppliers

We will develop collaborative

efforts to advance sustainability

and climate action at the

destination level, aiming to scale

climate mitigation and adaptation

efforts through joint planning and

shared commitments.

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CFD/TCFD

Transition risks and opportunities

Transition risks and opportunities were assessed through exposure analysis using open-source databases from the International Energy Agency (IEA), the Centre for Industrial Studies (CSIL), and

the Network for Greening the Financial System (NGFS), focusing on the Net Zero 2050 scenario based on the Paris Agreement and a Current Policies scenario. These sources provided insights into

the geopolitical and regulatory landscape influencing the transition to a lower-carbon economy.

Type of

risk

Risk Description of

risk

Potential financial

impact

Risk

management

Market transition risk

Evolving customer/client preferences

and changing investor priorities

HBX Group may face reduced

competitiveness and commercial

performance if partner offerings

do not evolve in line with growing

demand for nature-positive and low-

impact tourism.

Shifting customers’ preferences and

investors’ priorities may impact HBX

Group’s gross sales.

We seek to enhance our reputation

by embedding environmental

and climate considerations into

the design and promotion of our

products and services, encouraging

alignment with evolving

expectations through initiatives like

the Sustainable Hotels Programme,

Sustainability Waves, and partner

engagement on decarbonisation and

climate awareness.

Reputational transitionrisk

Brand reputation at risk from

perceived harmful practices and low

environmental positioning

Perceived environmental inaction or

association with sensitive areas may

affect brand positioning, leading to

potential loss of environmentally

conscious customers and strategic

partnerships.

Reduced booking demand and loss

of strategic partnerships.

Regulatory transition risk

Regulations on carbon-intensive

travel

Regulations targeting carbon-

intensive travel, including domestic

flights, could reduce tourism

demand, raise operational costs, and

partially constrain growth.

Reduced booking demands and

potentially higher operational costs.

Seek to collaborate with partners in

the mobility and aviation sectors to

expand sustainable travel options

and support the transition to low-

carbon transportation.

We seek to respond to evolving market needs and enhance our reputation by embedding environmental and climate considerations into the design and promotion of our products and services,

encouraging alignment with evolving expectations through partner engagement on decarbonisation and climate awareness. We will leverage this based on several projects. The Sustainable

Hotels Programme will integrate sustainability criteria into hotel operations and offerings, reinforcing our commitment to climate-conscious hospitality. The Sustainability Waves initiative will

deliver campaigns to increase sustainability practices and climate awareness within our value chain partners, supporting adaptation and resilience. Finally, our decarbonisation plan will guide

collaborative efforts with partners to reduce emissions and accelerate climate action across operations.

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CFD/TCFD

Type of

opportunity

Opportunity Description of opportunity Potential financial

impact

Opportunity management

Market

Advance sustainable travel solutions

to meet market demand, increase

sector’s resilience, and strengthen

brand.

HBX Group has the opportunity to

develop and integrate low-carbon,

resource-efficient solutions across

its core business segments –

including accommodation, mobility,

experiences, fintech, insurance,

and destination marketing – to

strengthen brand reputation, meet

rising demand for sustainable

tourism, and catalyze ESG integration

across the sector to enhance

resilience.

Market diversification and

competitive positioning through

strategic ESG partnerships and

integration across travel segments,

with a focus on climate resilience and

emissions reduction.

Strategic ESG integration across HBX

Group’s travel segments – driven

by client sourcing needs, market

demand, and commercial potential

– to unlock resilience and value

creation for suppliers and clients.

Energy and resources

efficiency

Improve energy efficiency and

increase use of renewableenergy

We are analysing opportunities to

reduce our carbon footprint and

operational energy costs in our

offices and enabling infrastructure.

In a context of rising use of data

and artificial intelligence, energy

efficiency and an increased share of

renewables can mitigate the financial

impact of increased consumption

and reduce operationalcosts.

We are planning to improve energy

and resource efficiency by reviewing

energy contracts in our offices and

implementing initiatives under our

decarbonisation plan.

We aim to capture these opportunities through initiatives that embed sustainability into our product and service offerings, and projects that improve energy efficiency and resource management.

We will work on developing and promoting more sustainable products and experiences across our different segments and business units, ensuring that our offerings reflect climate-conscious

principles to meet evolving client expectations, ensure the safety of operations, and avoid climate-related disruptions. In addition, we will focus on projects that deliver measurable improvements in

energy performance. The Environmental Management System will provide a structured framework for monitoring and optimizing resource use, while our decarbonisation plan will drive reductions

in emissions and accelerate the transition to renewable energy sources. These initiatives will enhance operational efficiency and reduce costs.

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CFD/TCFD

Integrating Climate into

Strategy

The identified risks are formally

integrated into our corporate risk

management system, allowing us

to:

• Evaluate their criticality in

conjunction with other financial,

operational, and reputational

risks

• Develop specific mitigation

and adaptation measures, both

within our direct operations and

in collaboration with strategic

partners

• Prioritise actions based

on potential impact and

responsiveness

Building Climate Resilience

The measures implemented by

HBX Group to manage climate

risks are designed to progressively

strengthen the resilience of

our operations and value chain.

These actions consider both

physical risks – such as heatwaves,

droughts, wildfires, and changing

precipitation patterns – and

transition risks, including evolving

market expectations, regulatory

developments, and reputational

exposure.

Currently, our resilience strategy

includes:

• Operational adaptation:

We are working to improve

infrastructure resilience in

our offices and data centres,

particularly in regions exposed

to heat stress and water

scarcity. These efforts are being

evaluated as part of our broader

environmental management

and decarbonisation planning.

• Partner engagement:

Through the Sustainable Hotels

Programme, we currently give

greater visibility to hotels with

sustainability certifications. In

addition, our Sustainability Hub

provides educational content

to all tourism providers, aimed

at raising awareness and

helping them improve their

sustainability performance.

Further engagement

programmes to support climate

mitigation and adaptation

across our partner network are

under evaluation.

• Environmental integration:

Our ISO 14001-certified

Environmental Management

System offers a structured

framework to embed

climate-related criteria

into procurement, supplier

evaluation, and operational

planning, supporting

continuous improvement in

eco-efficiency and resource

management, including

providing energy supply with

guarantees of renewable origin.

• Sustainability in our digital

and IT infrastructure: We are

reviewing our ESG policies for

cloud services and data centre

infrastructure. This includes

assessing climate-related factors

by gathering technical and

sustainability data to evaluate

environmental performance,

energy efficiency, and climate

resilience, ensuring alignment

with recognised sustainability

frameworks.

• Nature-based solutions and

offsetting: Projects such as Our

Forest and biodiversity recovery

initiatives reinforce ecosystem

resilience and support climate

adaptation in key destinations.

These measures are part of

a broader ESG strategy that

integrates climate resilience into

our risk management framework

and operational planning. As we

advance our decarbonisation

roadmap and refine our climate

metrics, we will continue to

evaluate and strengthen our

capacity to respond to future

climate scenarios, in alignment

with the Paris Agreement and

emerging disclosure standards.

As part of our 2025 climate risk

assessment, HBX Group evaluated

the resilience of its business model

and strategy under multiple

climate scenarios, following TCFD

and UK NFSIS recommendations.

Using IPCC frameworks—Shared

Socioeconomic Pathways (SSPs)

and Representative Concentration

Pathways (RCP)—we assessed

potential impacts across short

(2030), medium (2040), and long-

term (2050) horizons. For physical

risks, SSP1-2.6, SSP2-4.5 and SSP5-

8.5 were used, alongside Net Zero

2050 and Current Policies scenarios

for transition risks. Based on this

with low financial materiality,

as the Group’s broad presence

and activity across multiple

regions provides a natural hedge,

mitigating concentration risk

and supporting overall financial

resilience even if localized

disruptions occur in the short or

medium term.

This is our first climate risk

assessment; while resilience will be

reviewed over time and in future

cycles, our scope 1 and 2 targets

have to align with a 1.5°C scenario

and Paris Agreement goals. The

Group is on a journey to integrate

climate considerations into all

aspects of our operations and

across our value chain, and intends

to further strengthen the link

between our climate action plan

and our financial planning and

accounts.

assessment, the risks identified

as material were evaluated

against the business model and

no material direct impact on the

financial statements was identified

when assessed in aggregate.

Currently, no climate-related

events have had a direct material

impact on the financial statements,

and there is no significant risk

of material adjustment to the

carrying amounts of assets and

liabilities within the next annual

reporting period. We are working

to continuously integrate climate-

related considerations into

financial planning processes to

enhance resilience and support

long-term business continuity. Our

exposure to climate risks remains

indirect, primarily through impacts

on our partners’ operations, which

could result in cancellation and

relocation costs, financial strain

on hoteliers, or transmission of

costs to intermediaries like HBX

Group. However, given our highly

diversified geographic activity and

multi-segment portfolio, these

risks have been assessed as an

operational risk in the value chain

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CFD/TCFD

Metrics & targets

The organisation has established a set of climate-related metrics and targets to assess and manage risks and opportunities in line with its strategy and risk management processes. This includes

the disclosure of Scope 1, Scope 2, and Scope 3 emissions, as well as performance against targets designed to support long-term climate goals. The integration of these metrics into the risk map

ensures that climate-related risks and opportunities are tracked, monitored, and reported consistently, enabling informed decision-making and transparent disclosure.

Metrics Performance Targets

HBX Group’s GHG emissions and Scope 3 emissions

(Category 11 – Sold products)

Company’s GHG emissions, including estimated GHG

emissions (CO₂e) from upstream partners to quantify

the emissions arising from the portfolio and help identify

high-impact areas in the portfolio.

Scope 1 emissions: 143 tCO2e

Scope 2 emissions: 130 tCO2e

Scope 3 emissions, Category 11 (partner attribution): 1,468,441

tCO2e

Other scope 3 emissions: 17,767 tCO2e

Total emissions: 1,486,482 tCO2e

Reduce Scope 1+2 emissions by 42% by 2030.

Decarbonisation initiatives launch to engage partners

andsuppliers.

Percentage of hotels with a sustainability certification

and the share of sales in hotels with a sustainability

certification.

Tracks the share of sustainable hotels and

accommodations in our portfolio and its market

positioning.

Share of sustainability certified hotels

10.1%

Increase the proportion of certified sustainable hotels in our

portfolio, with the objective of reaching 13% in 2028.

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CFD/TCFD

Environmental Impact KPIs

Scope 1 emissions

143 tCO

Direct GHG emissions

from company-owned

or company-controlled

sources

Total emissions

1,486,482 tCO

Energy consumption

438 MWh

Total energy used across

office operations (Scope 1

and 2)

Scope 2 emissions

130 tCO

Indirect GHG emissions

from purchased electricity

Carbon intensity

2,065 tCO

e/M€

of revenue

Digital footprint

emissions

1,261 tCO

Emissions from website,

digital and cloud services

Scope 3 emissions

1,486,209 tCO

Indirect GHG emissions

from purchased electricity

Carbon offsetting

(Scope 1, 2 & 3)

12,276 tCO

Use of carbon credits to

offset emissions

Environmental Impact

As a TravelTech company, HBX Group’s environmental impact is predominantly indirect, with

the largest share of emissions found across our value chain. We have completed the calculation

of our greenhouse gas (GHG) emissions for FY 25, covering Scope 1, Scope 2, and the most

material Scope 3 categories in line with the GHG Protocol. The following disclosures respond to

CSRD and SECR environmental requirements:

The Scope 3 categories included are:

• Category 1: Purchased Goods and Services

• Category 2: Capital Goods

• Category 3: Fuel- and Energy-Related Activities

• Category 5: Waste Generated in Operations

• Category 6: Business Travel

• Category 7: Employee Commuting

• Category 8: Upstream Leased Assets

• Category 11: Use of Sold Products

• Category 15: Investments

Categories not included in the calculation have been assessed as not material in terms of

emissions or not relevant to HBX Group’s business model.

The most significant contributors to our carbon footprint are our tourism service providers

– such as hotels and mobility suppliers – whose services are considered HBX Group’s sold

products. As part of our climate accounting approach, we include emissions generated from

these B2B services within the perimeter of our activity, extending our responsibility to the

emissions produced when the product is ultimately consumed by the end traveller.

In terms of emissions linked to our direct operations, business travel remains a relevant source,

followed by emissions from our fleet and offices. Our direct emissions (Scope 1 and 2) are very

limited, representing less than 1% of our total footprint.

We compensated 12,276 tCO₂e through carbon credits verified under the VCS standards.

The following table provides a detailed overview of our environmental impact KPIs, in line with

UK NFSIS and SECR:

1. This is the amount of energy consumption in the offices where we have the operation control.

In other leased offices without operational control, energy consumption and the related carbon

emissions are accounted in Scope 3. In our UK offices, accounted under Scope 3, the estimated

energy consumption was of 86,074 kWh (36 tCO2e), representing a very limited portion of total

emissions and energy use.

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Environment

Environmental

Objectives

HBX Group’s environmental

strategy is guided by our

Environmental Policy and ISO

14001-certified Environmental

Management System. We have

completed the calculation of our

most material Scope 3 categories

and are now preparing to

implement a new decarbonisation

plan from 2026 onwards.

In addition, we have established

the following environmental

objectives to support continuous

improvement and regulatory

alignment:

• Reduce Scope 1 and 2 emissions

by 42% by 2030 (2025 baseline).

• Keep offsetting the emissions

linked to our operational activity.

• We will launch decarbonisation

initiatives to engage partners

and suppliers.

• Promote energy efficiency and

responsible resource use across

offices.

• Increase the share of renewable

energy in our energy mix.

• Embed EU Taxonomy

sustainability criteria into the

assessment of data centres

operations to strengthen

compliance, enhance energy

efficiency, and integrate climate

considerations into transition

planning.

• Encourage sustainable practices

among partners through

visibility, education, and

engagement.

• Increase the proportion of

certified sustainable hotels in

our portfolio, with the objective

of reaching 13% in 2028.

• Replicate the Sustainable Hotels

Programme across other travel

categories to promote climate-

conscious practices beyond

accommodation.

• Comprehensive environmental

training for all the employees.

These objectives are embedded

into our operational planning

and ESG governance, and will be

progressively refined as part of our

2026–2030 roadmap.

Explanation of Omissions

HBX Group is committed to

transparency and continuous

improvement in its environmental

disclosures. While we have made

significant progress in assessing

climate risks and defining strategic

responses, certain elements – such

as the financial quantification of

climate-related impacts and the

full integration of partner-level

emissions data – are still under

development.

These areas will be addressed in

future reporting cycles as part

of our decarbonisation plan and

ESG data enhancement efforts.

We will continue to align our

disclosures with evolving regulatory

requirements and stakeholder

expectations, ensuring that any

omissions are temporary and

justified within the context of our

current capabilities and evolving

regulatory landscape.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 68

Environment

People and prosperity

This chapter outlines our main

social actions, aligned with the

UNSustainable Development Goals

(SDGs) and reflecting key indicators

selected to meet the requirements

of the new European sustainability

regulation (CSRD). The full set of

CSRD-related KPIs can be found in

our ESG Report.

Our social approach is structured

around three key pillars:

employee well-being and quality

employment, diversity and

inclusion, and engagement with

local communities. Through

these pillars, we aim to generate

real positive impact both within

our organisation and in our

surroundings, reinforcing HBX

Group’s role as a change agent in

the tourism sector.

Business Model and

Workforce Integration

HBX Group operates as a global

B2B TravelTech marketplace,

connecting thousands of travel

suppliers with distributors across

more than 170 countries. At

At HBX Group, we recognise that social progress is a fundamental pillar of our

ESG strategy and a key driver of sustainable prosperity in the communities

where we operate. Throughout fiscal year 2025, we have strengthened our

commitment to people by fostering an inclusive, fair, and safe work environment,

while promoting social development through volunteering initiatives,

community projects, and strategic partnerships.

the heart of this model are its

people – over 3,400 employees –

whose expertise, innovation and

commitment drive the company’s

transformation towards more

sustainable and responsible

tourism. The business model

is designed to integrate ESG

principles across all functions,

with employees playing a central

role in delivering value through

technology, data, and partnerships.

This includes cross-functional

collaboration in strategic projects,

participation in sustainability

initiatives such as the Think

Big programme, and access to

continuous training, with over

47,000 hours delivered in 2025,

including 1,860 hours focused on

ESG topics.

Labour Policies and Working

Conditions

HBX Group is committed to

creating a respectful, inclusive, and

high-quality working environment

across all its global operations. Our

people strategy is built with the

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 69

Social

aim of improving our employee

experience through key moments

designed to support our employees

throughout their journey with the

company. We offer flexible working

models, including hybrid, home-

based, and “Work from Anywhere”

policies, which in 2025 benefited

over 534 employees globally. Our

onboarding programme spans four

weeks and includes ESG training,

leadership sessions, and access

to our internal learning platform,

theUni. We also provide structured

performance management and

career development processes,

supported by tools such as the

Talent Marketplace enabled by

Machine Learning and the Aspire

Leadership Programme.

Labour relations are governed by

local regulations and collective

bargaining agreements in

countries such as Spain, France,

Italy, Argentina, and Brazil. We

maintain active dialogue with

employee representatives through

works councils and health and

safety committees. Our Code of

Conduct and Workplace Anti-

Bullying and Harassment Policy

ensure a safe and fair environment,

reinforced by a confidential

Ethics Channel and a strict non-

retaliation policy. HBX Group

also offers comprehensive leave

policies, educational assistance,

and wellbeing programmes,

reflecting our commitment to

employee dignity, development,

and protection.

HBX Group maintains a transparent

and responsible relationship

with its employees, supported by

formal representation structures.

Works councils are active in several

entities, including Hotelbeds

Spain, Hotelbeds Technology, and

Hotelbeds France, where they

meet regularly to discuss working

conditions, benefits, and employee

concerns. In other countries,

employee representatives are

appointed for specific processes,

ensuring that staff voices are

heard and considered in decision-

making. These mechanisms reflect

HBX Group’s commitment to social

dialogue and compliance with local

labour regulations.

To ensure the effective

implementation of labour policies,

HBX Group includes regular policy

reviews, structured onboarding and

training, and clear accountability

across leadership roles. Compliance

is monitored through internal

audits, feedback mechanisms, and

the Ethics Channel, which allows

employees to report concerns

confidentially and anonymously. All

reports are investigated promptly,

and corrective actions are taken

when necessary. These systems are

designed to uphold international

standards such as the ILO Core

Conventions and the UN Global

Compact, and to foster a culture of

integrity, fairness, and continuous

improvement.

Culture, Engagement and

Development

At HBX Group, we strive to build a

culture where every employee feels

valued, heard, and empowered

to grow. Our commitment to

diversity, inclusion, and wellbeing

is reflected in our employee

engagement strategy, which

includes initiatives such as the Your

Voice survey – used to measure our

eNPS and gather feedback that

informs strategic decisions – and

the Culture Guides programme,

with over 50 ambassadors globally

driving inclusion, recognition,

wellbeing, and communication.

Internal communication is

facilitated through Workvivo, our

engagement platform, which in

2025 generated over 3.6 million

impressions, 36,000 reactions,

and 4,500 comments. Monthly

town halls, live Q&A sessions, and

thematic campaigns such as All

Inclusive foster open dialogue

on topics like mental health,

LGBTQ+, menopause, and disability

inclusion.

We promote continuous learning

through theUni, our award-

winning digital learning hub,

offering leadership programmes,

mentoring, technical training,

and ESG courses. All employees

are encouraged to dedicate at

least two hours per month to

personal development, supported

by dashboards and performance

cycles. Our Aspire Leadership

Programme and Level Up Your

Skills initiative ensure that every

team member has access to

meaningful growth opportunities.

Wellbeing is a strategic priority,

with initiatives such as Purposeful

Pause sessions, in-house

physiotherapy, flexible working

policies, and tailored benefits. In

2025, we expanded our wellbeing

strategy with the support of

Wellbeing Champions, aiming

to empower employees to make

choices that support their health,

balance, and lifestyle.

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Social

Health and Safety

At HBX Group, we are committed

to ensuring a safe, healthy, and

inclusive working environment

for all employees, contractors, and

visitors. Our Global Health & Safety

Policy outlines a comprehensive

framework aligned with

international standards and local

regulations, aiming to prevent

accidents, promote wellbeing,

and foster a culture of safety

across all operations. In 2025, we

strengthened our approach by

integrating health and safety

into our business strategy and

launching awareness initiatives

such as first aid training and virtual

reality workshops for emergency

teams.

Employee participation is central

to our model, with active safety

committees in multiple countries,

dedicated communication

channels, and a ticketing system

for reporting concerns. We also

expanded our wellbeing offering,

including on-site physiotherapy,

webinars on stress management

and conscious breathing, and

campaigns promoting mental

and emotional health. Our

commitment to fairness ensures

that all individuals – regardless

of contract type, gender, or

nationality – benefit from safe

working conditions, with diversity

considerations embedded into our

risk assessments.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 71

Social

Social Impact KPIs FY25

The following table provides a detailed overview of our Social impact KPIs, in line with UK NFSIS disclosure requirements:

Total number of

employees at year end

3,478

Gender salary gap

Adjusted global Average

1.2%

Adjusted global Median

0.8%

Number of workplace

accidents

Employees average

3,514

monthly average during

the fiscal year

Number of employees

with disabilities

Employee Attrition rate

12.2%

Gender breakdown

56%

of the workforce are

women

Percentage of employees

with permanent contract

98%

Gender breakdown

47%

of the leaders are women

Average training hours

per employee

15.27

Number of confirmed

cases related to human

rights violations

In 2025, we received 10 reports of alleged workplace harassment, with none confirmed after investigation.

1. Based on FTEs.

Professional classification Women % Men % Not Disclosed % Total

Leading business 38 2% 70 5% 0 0% 108

Leading teams 65 3% 93 6% 2 7% 160

Leading others 239 12% 213 14% 1 3% 452

Individual contributor 1,603 82% 1,127 75% 26 90% 2,757

Total 1,946 100% 1,503 100% 29 100% 3,478

Gender breakdown

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 72

Social

Society and local

communities

At HBX Group, we believe that

creating positive impact goes

beyond our business operations

– it means actively supporting

the communities where we live,

work, and travel. Our ESG strategy

places strong emphasis on social

responsibility, aiming to foster

Social Risk Management at

HBX Group

HBX Group manages social risks

through a structured approach

grounded in its double materiality

assessment, which evaluates

both the impact of its operations

on society and the financial

implications of social issues on the

business. This process identifies

key risks across the value chain,

including labor rights violations,

poor working conditions, lack of

diversity and inclusion, and negative

impacts on local communities.

The analysis of impacts, risks

and opportunities highlights the

importance of robust due diligence

Society and local communities KPIs FY25

Total number of

volunteers

1,775

Number of partnerships

with NGOs

Number of cooperatives

supported

Total number of HBX Group

volunteers

1,651

Total investment in social or

community initiatives

€81,000

Hours of volunteering

10,882

inclusive, resilient, and thriving

societies through collaboration,

volunteering, and long-term

partnerships.

Throughout the year, we have

worked closely with local

organisations, NGOs, and

community leaders to develop

initiatives that promote wellbeing,

cultural preservation, and

sustainable development. From

emergency response campaigns

and educational programmes

to biodiversity conservation and

community-based tourism, our

actions reflect a deep commitment

to shared prosperity and

responsible travel.

mechanisms, active stakeholder

engagement, and continuous

monitoring of suppliers and

partners. HBX Group addresses

these risks through policies on

fair employment, health and

safety, anti-discrimination, and

community support. It also

promotes inclusive dialogue,

flexible working models, and

wellbeing initiatives to mitigate

internal risks such as burnout and

disengagement.

By integrating social risk

management into its ESG strategy,

HBX Group strengthens its

resilience, protects its reputation,

and ensures alignment with

international standards and

stakeholder expectations.

1. This includes company volunteers, as well as other volunteers such as family members of employees, customers, or

suppliers of HBX Group.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 73

Social

Social Objectives:

As part of our commitment to people and prosperity, HBX Group has

defined a set of strategic social objectives aimed at strengthening

employee wellbeing, fostering inclusion, and amplifying our positive impact

on communities:

1. Increase employee retention, with a specific focus on new joiners

during their first year. We aim to improve onboarding experiences,

strengthen internal engagement, and reduce early attrition through

targeted support and feedback mechanisms.

2. Enhance work-life balance by expanding flexible working policies

and promoting digital disconnection practices. This includes clearer

guidance on working hours and rest periods, and the responsible use of

digital tools, especially for remote and hybrid teams.

3. Promote inclusive talent development, by embedding diversity and

inclusion at every stage of the employee journey. We will continue to

implement equitable recruitment practices, support career progression

for underrepresented groups, and increase representation of women in

technology and leadership roles."

4. Scale the creation of micro-destinations (Think Big project), working

with local communities to co-develop authentic, sustainable travel

experiences that preserve cultural heritage and promote economic

inclusion.

5. Expand and diversify our volunteering programme, Make a

Difference, by making it more accessible to remote employees and

more participatory in the selection of social causes and partner

organisations. Employees will be invited to vote on focus areas and

contribute to shaping the programme’s direction.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 74

Social

Governance

Corporate Governance

and ESG Oversight

The Board of Directors holds

ultimate responsibility for

overseeing sustainability

matters. It is supported by three

key committees:

• The Audit and Risk

Committee, which monitors

ESG-related risks and

compliance.

• The Remuneration

Committee, which integrates

ESG performance into

incentive structures.

• The Nomination Committee,

which ensures diversity,

independence, and relevant

expertise within the Board.

Operational responsibility

for ESG lies with the Senior

Management Team, led by the

CEO and composed of senior

management. This team ensures

that sustainability is integrated

into strategic planning,

investment decisions, and

day-to-day operations. All roles

and responsibilities are formally

documented in the company’s

Articles of Association and

governance policies.

Embedding ESG in

Incentive Schemes

To reinforce our commitment

to sustainability, HBX Group has

incorporated ESG performance

into both long-term and annual

incentive plans:

Our Performance Share

Plan (PSP) includes a 10%

ESG component, alongside

financial metrics such as Total

Shareholder Return, Revenue

Growth, and Free Cash Flow

Conversion.

The FY 25 Annual Bonus also

allocates 10% to ESG-related

indicators, including:

• Participation in ESG

volunteering initiatives

• Progress on internal ESG

compliance targets

This approach ensures that

sustainability is not only a

strategic goal but also a personal

responsibility for our leadership

team.

Read more on pages 119 to 121

Compliance, Ethics, and

Anti-Corruption

HBX Group operates a

comprehensive compliance

programme designed to

uphold the highest standards of

integrity and legal conformity.

Key elements include:

• A revised Code of Conduct

which sets out our ethical

principles and is mandatory

for all employees and third

parties.

• A robust Anti-Bribery and

Anti-Corruption Policy,

aligned with ISO 37001, which

prohibits all forms of bribery,

facilitation payments, and

unethical gifts or hospitality.

• A Sanctions Policy that

ensures compliance with

international regulations,

including those issued by the

EU, OFAC (US), and OFSI (UK).

• A Know Your Business (KYB)

due diligence framework for

assessing third-party risks

related to fraud, corruption,

and sanctions exposure.

• All employees receive regular

training on these policies.

Whistleblower Protection

and Ethics Channel

We have established a secure

and confidential Ethics Channel

that allows employees, partners,

and third parties to report

concerns anonymously. This

system is governed by principles

of:

• Confidentiality and non-

retaliation, ensuring

protection for whistleblowers.

• Transparency, with periodic

reporting to the Audit and

Risk Committee.

• Impartiality: the Ethics

Channel is accessible via our

intranet and public websites,

and all reports are handled

with impartiality and due

diligence.

Training and Awareness

Training is a cornerstone of

our governance strategy. All

employees undergo mandatory

programmes covering:

• The Code of Conduct

• ESG principles and practices

• Data protection and

cybersecurity

• Anti-corruption and anti-

bribery

• Human rights and modern

slavery

New joiners complete

onboarding modules that

include compliance and ethical

conduct. Training is tailored

to different roles and updated

regularly to reflect evolving

regulations and risks.

At HBX Group, we believe that strong governance is the foundation of a responsible and resilient business. Our governance framework ensures that sustainability

is not only a strategic priority but also embedded in our decision-making processes, risk management systems, and corporate culture. In line with the UK’s Non-

Financial and Sustainability Information Statement (NFSIS) and Climate-related Financial Disclosure (CFD/TCFD) regulations, we have taken significant steps to

reinforce transparency, accountability, and ethical conduct across the organisation.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 75

Governance – NFSIS & CFD

Human Rights and Responsible Conduct

Respect for human rights is a non-negotiable value at HBX Group. We have

implemented policies to prevent:

• Modern slavery and child exploitation

• Workplace harassment and discrimination

• Unethical practices across our supply chain

In 2025, we registered ten reports of possible alleged workplace harassment (3 of

the cases managed jointly as single case). After conducting the corresponding

investigation, analysing the evidence gathered, and interviewing the individuals

involved, no case was determined as harassment. We take steps to address

human rights infringements rigorously, ensuring that all cases are thoroughly

investigated and, if necessary, addressed with corrective actions. We also trained

75% of workforce from the total of FY24 and FY25 on modern slavery awareness

and reaffirmed our commitment by signing the UN Global Compact and the

Code of Conduct for the Protection of Children in Travel and Tourism.

Identified Governance

Impacts, Risks and

Opportunities:

HBX Group fosters a positive work

environment and promotes ESG

awareness across operations and

the value chain. At the same time,

due diligence and cybersecurity

remain key areas of focus to

mitigate risks and strengthen

resilience. Improving internal

processes and communication

offers opportunities to enhance

transparency and engagement.

Governance Objectives:

As part of our commitment to

ethical leadership, transparency,

and sustainable business

practices, HBX Group has defined

a set of governance objectives

to strengthen ESG oversight,

compliance, and data integrity

across the organisation:

1. Ensure contractual alignment

with ESG policies by requiring

all third-party suppliers and

partners to formally adhere to

HBX Group’s Code of Conduct,

Environmental Policy, and ESG

standards. This includes clauses

on compliance, human rights

and sustainability in all new and

renewed contracts.

2. Digitalise ESG data collection

and reporting, enabling

more efficient, accurate, and

timely disclosures. We aim

to implement automated

systems that consolidate ESG

metrics across business units

and geographies, supporting

compliance with CSRD and

NFSIS requirements.

3. Enhance ESG oversight

across the value chain,

through improved supplier

screening, traceability tools,

and sustainability criteria

embedded in procurement

processes. This will allow HBX

Group to better monitor risks

and drive responsible practices

among partners, in addition to

effective implementation of the

Suppliers’ Code of Conduct.

4. Implement a comprehensive

ESG and Human Rights due

diligence process to identify,

prevent, and mitigate potential

risks across HBX Group’s

operations and value chain.

This process will support the

integration of sustainability and

ethical standards into business

practices and reinforce our

commitment to responsible

conduct.

5. Strengthen internal

governance of ESG matters

by clarifying roles and

responsibilities, integrating ESG

into strategic decision-making,

and fostering cross-functional

collaboration between ESG,

Legal, Compliance, and

Procurement teams.

6. Promote ethical conduct

and integrity, through

regular training on anti-

corruption, data protection, and

responsible business practices.

We aim to embed a culture

of accountability and ethical

leadership across all levels of

the organisation.

7. Improve whistleblower

protection and grievance

mechanisms, ensuring that all

employees and stakeholders

can report concerns safely,

confidentially, and without fear

of retaliation. We will continue

to monitor and enhance the

effectiveness of our Ethics

Channel.

Human Rights and Responsible Conduct KPIs

% of independent Board

members

43%

Measures the independence of

the governing body

Number of reports

received via Ethics

Channel

Indicates effectiveness of

whistleblower mechanisms

Number of confirmed violations of anti-corruption laws

Required disclosure of breaches or sanctions

% of employees trained in

ethics and compliance

83%

Assesses the reach of

governance-related training

% of incentive scheme

potential determined

based on ESG metrics

10%

Shows how ESG is embedded

in leadership accountability

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 76

Governance – NFSIS & CFD

Non-Financial and Sustainability Information Statement

This Non-Financial and Sustainability Information Statement (“NFSIS”) forms part

of the Strategic Report for the year ended 30 September 2025 produced to comply

with Sections 414CA–414CB of the UK Companies Act 2006 and related regulations.

It addresses environmental, employee, social, human rights and anti-corruption/anti-

bribery matters, along with related policies, due diligence, outcomes, non-financial

KPIs and principal risks. Disclosures are provided to the extent necessary for an

understanding of HBX Group’s development, performance, position and impact of

itsactivity.

Please note that the ESG Report is presented separately and provides additional

detail on sustainability initiatives, metrics and progress.

The information listed in the table below is incorporated by cross references to other

areas of the Annual Report, ESG Report and the HBX Group website where further

information can be found. The majority of policies can be found on our website

https://www.hbxgroup.com/.

The policies referenced below form part of HBX Group’s global policy framework,

which is brought together in our Code of Conduct. The Code sets out the standards

of behaviour expected of everyone who works for or with HBX Group, and provides

the strategic link between our purpose and values and how we manage our day-

to-day business. Supporting policies and standards translate these principles into

practice across environmental, social, human rights and ethical dimensions.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 77

Non-financial and Sustainability Information Statement

Reporting

requirements

Policies and standards which

govern our approach

Where material

information can be found

Business Model Business Model page 11

Non-Financial Key

Performance Indicators

Non-financial and Sustainability

Information Statement

• Key Performance

Indicators pages 20 to 23

• Strategic Report pages

5 to 83

Stakeholders • Data Protection Policy

• Data Breach Policy

• Supplier Code of Conduct

• Global Procurement Policy

• ESG Disclosure pages

43 to 78

• Stakeholder Engagement

pages 101 to 102

• S172 Statement pages 144

• Board Activities pages 97

Climate-related financial

disclosure

• Environmental Policy

• ESG Policy

• Climate-related financial

disclosures pages 57 to 66

Environmental matters • Environmental Policy

• ESG Policy

• ESG Disclosure pages

43 to 78

• ESG Report

www.hbxgroup.com

• Stakeholder engagement

pages 101 to 102

Social • Environmental Policy

• Code of Conduct

• Workplace Anti-Bullying and

Harassment Policy

• Non-retaliation policy

• Global Health & Safety Policy

• Social pages 69 to 74

Employees

• Ethics Channel Policy

• Health & Safety Policy

• Employees Privacy Policy

• Governance Report pages

84 to 145

• Audit & Risk Committee

Report pages 105 to 108

• Social pages 69 to 74

Reporting

requirements

Policies and standards which

govern our approach

Where material

information can be found

Anti-bribery and

Corruption

• Anti-Bribery & Anti-Corruption

Policy

• Anti-Money Laundering Policy

• Conflicts of Interest Policy

• Hospitality and Gifts Policy

• Third Party KYB Due Diligence

Policy

• Sanctions Policy

• ESG disclosures pages

43 to 78

• ESG Governance pages

75 to 76

• Governance Report

pages 84 to 145

• Audit & Risk Committee

Report pages 105 to 108

Human Rights • Modern Slavery and Human

Trafficking Statement

• Child Protection Policy

• Code of Conduct

• ESG Policy

• Animal Welfare Policy

• Supplier Code of Conduct

• Employee Volunteering Policy

• ESG Governance pages

75 to 76

• Social pages 69 to 74

• Modern Slavery Statement

www.hbxgroup.com

Principal Risks • Enterprise Risk Management

Policy

• Business Continuity Policy

• Our Approach to Risk

pages 79 to 80

• Principle and Emerging

Risks pages 80 to 83

• Business Model page 11

Governance • Board regulations

• Remuneration Policy

• Code of Conduct

• Environmental Policy

• ESG Policy

• Modern Slavery and Human

Trafficking Statement

• Board of Directors Selection

and Diversity Policy

• Group Data Protection,

Information Security, Business

Continuity Policies

• Anti-Bribery & Anti-Corruption

Policy

• Supplier code of conduct

• ESG Governance pages

75 to 76

• Governance Report pages

84 to 145

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 78

Non-financial and Sustainability Information Statement

Our Risk Management

framework

At HBX Group, we manage risks in support

of our strategic priorities and objectives. We

have developed robust risk management

methodologies, using credible evidence

to ensure the effectiveness of our risk

management programme. This model

promotes a proactive and integrated

approach to risk management across HBX

Group, enabling the Board and Audit and

Risk Committee to achieve a clear view of

our principal risks.

The Risk Management Framework

has been reinforced during this year to

enhance its resilience. Looking ahead

to next year, it is planned to establish

a comprehensive assurance testing

procedure for the mitigation controls. For

the time being, the Committee has used

alternative measures of assurance, such

as complaints and incident management,

to corroborate the more subjective

assessment and calibration of the

remaining residual risk.

Our Enterprise Risk Management (ERM)

model refers to various acts, codes and

international frameworks, including the

Spanish Companies Act; the Comisión

Nacional del Mercado de Valores’

(CNMV) Good Governance Code of Listed

Companies June 2020 and the COSO

Enterprise Risk Management and ISO

31000 Risk Management frameworks. It is

also aligned with the HBX Group Code of

Conduct.

The model is supervised by the Board

and guided by the following principles:

• Proactively manage risks and ensure

that all decisions are made against

a clear and consistent control

framework and follow applicable

regulations.

• Promote a holistic approach to risk

that aims to bring consistency to

different risk management disciplines.

• Define a robust governance structure

with clear roles and responsibilities,

supported by a collaborative mindset

with stakeholders across the Three

Lines Model.

• Enhance the performance of the

company, including ERM as an

integral part of HBX Group’s strategy

setting and performance processes.

• Guarantee appropriate management

of principal risks.

• Inform and report transparently to

the corresponding bodies.

Risk management

Governance sets HBX Group tone, reinforcing the importance

of Enterprise Risk Management (ERM) and establishing

oversight responsibilities for it. The Three Lines Model

summarises the roles and responsibilities for our internal

control and risk framework.

The Three Lines Model

First line roles are most aligned with market facing and

enabling functions and coordinate efforts to mitigate and

manage risks.

Second line roles are most aligned with corporate functions,

they provide assistance with managing risk and focus

on specific objectives of risk management, such as:

compliance, risk management, information and technology

security, ESG, among other.

Third line roles corresponds to Internal Audit functions and

provide independent and objective assurance and advice on

all matters related to the achievement of objectives.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 79

Risk management

Risk management process

The Risk Management process

helps HBX Group take a methodical

approach to manage risks that

might affect the Company’s

objectives.

• Risk identification consists of

finding, describing, and listing

risks (in the standardised

Enterprise Risk Register) that

may limit the achievement

of HBX Group objectives. The

main reason for identifying

the risk is so that an informed

decision can be taken about

how to manage it. Risks come

from a wide variety of areas, the

identification of which must be

done collaboratively and draw

on the knowledge and views of

all stakeholders.

• Risk analysis involves a detailed

consideration of uncertainties,

risk sources, consequences,

events, scenarios, controls, and

their effectiveness. It requires

an assessment of the likelihood

and the corresponding

consequences.

• Risk evaluation consists of

determining the scoring of the

risk. The Inherent Risk rating

represents the level of risk in

the absence of any existing

controls or mitigating actions.

The risks will be considered in

terms of financial, reputational,

regulatory, and operational

impacts, as well as likelihood.

• Risk treatment, once the Risk

Assessment is completed

(identification, analysis, and

evaluation), the risk response

plan must be defined.

The treatment options are

accepting, transferring, reducing

or avoid the risks. The Residual

Risk rating represents the level

of risk after the risk response has

been successfully applied.

• Monitoring and review,

continuous systematic and

formal monitoring of the process

design and implementation to

ensure process compliance and

effectiveness.

• Reporting and communication

provide assurance to the Board

of Directors, the Audit and Risk

Committee and the Senior

Management Team that risks

are being regularly reviewed and

managed and help in creating a

risk culture and awareness.

Risk Appetite

Risk Appetite is the level of risk

that HBX Group is comfortable

accepting to achieve our strategic

priorities, considering our

vision, mission, capabilities and

strategic priorities. Approaches

to defining Risk Appetite are set

out in the main international Risk

Management standards (ISO 31000

and COSO ERM), and the Technical

Guide on Audit Committees at

Public-Interest Entities (CNMV).

The main objective is to articulate

an overall Risk Appetite statement

that is broad enough yet

descriptive enough for business

units to manage their risks

consistently and ensure company

decisions are aligned.

Risk Tolerance is the acceptable

deviation from Risk Appetite. Risk

Tolerance level per risk is defined

by the Senior Management Team

reviewed by the Audit & Risk

Committee and approved by the

Board of Directors.

Taking into consideration the

Enterprise Risk Register, the main

objective is to classify the resulting

risks and parent risks into appetite

levels defined as:

• Accepted: Accept risk to be

innovative and choose options

based on potential higher

rewards.

• Cautious: Willing to consider

all options and choose the one

that is most likely to result in

successful delivery, despite

greater risk.

• Minimal: Preference for safe

options that have a low degree

of risk and only limited potential

for reward.

• Averse: Avoidance of risk and

uncertainty despite potential

rewards.

New and emerging

risks

Emerging risks refer

to newly developing or

evolving uncertainties

that may influence the

achievement of our

organisation’s strategic

objectives, operational

continuity, or reputational

standing. While these risks

are not currently expected

to have a material impact,

their potential significance

or likelihood may not yet

be fully recognised or

systematically monitored.

Throughout the year,

we review and take into

account emerging risks. Our

risk assessment exercises

may provide valuable input

for identifying such risks. In

the current landscape, we

have identified changes

in travel patterns and

travellers’ preferences and

geopolitical tensions, as well

as other factors beyond the

Group’s control. These risks

continue to be monitored

as part of the ongoing

aforementioned risk

management process.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 80

Risk management

Our principal risks

Our principal risks are those that could potentially influence the execution of our strategic priorities or future performance. They represent a prioritised subset of the broader risk landscape facing

HBX Group, with specific relevance to our role as a leading B2B travel technology marketplace

Parent Risk Principal Risk Description Mitigation

Changes in market

trends

Navigating dynamic

market conditions

The Group operates in a dynamic industry environment where

adverse changes in market conditions – such as fluctuations in

hotel occupancy, transportation capacity, pricing, geopolitical

tensions, and evolving consumer behaviour – can impact

business performance. To remain competitive and resilient, the

Group must continuously manage and optimise its Ecosystem

portfolio, anticipating market shifts and adapting its strategy to

safeguard its long term stability.

The Group conducts daily monitoring of trading performance,

complemented by weekly deep-dive analyses to detect and address

early deviations. In addition, external market indicators such as demand

forecasts, international arrivals, occupancy growth, and GDP trends are

reviewed on a monthly or quarterly basis to ensure timely awareness of

macroeconomic and industry developments. These measures enable

proactive decision-making and strategic adjustments to safeguard

portfolio performance.

Compliance with

internal and external

regulations

Ensuring compliance with

evolving regulations

The Group operates in a complex and evolving regulatory

landscape, encompassing both general legal requirements

and ecosystem-specific regulations such as Competition Law,

Sanctions and Trade Restrictions, PCI-DSS, Packaged Holidays,

and ESG standards. Non-compliance or delayed adaptation

to regulatory changes may result in operational constraints,

reputational damage, or financial penalties. Additionally,

legal uncertainties across jurisdictions pose challenges to

maintaining consistent compliance.

The Group has established a robust compliance framework that includes

clearly defined policies and procedures, regular training programmes,

independent assurance reviews, well defined reporting lines and

proactive monitoring. A global legal intelligence platform has been

deployed to monitor regulatory developments and provide expert legal

insights. This platform supports the identification of key legal changes

impacting the Group, enabling business lines to proactively track

changes and ensure timely compliance. These measures collectively

enhance the Group’s ability to maintain operational flexibility and

business continuity in a dynamic legal environment.

Disruption of technology

and IT systems

Enhancing cybersecurity

and system robustness

The Group is exposed to risks from cyber threats and the

rapid evolution of technology. Inadequate cybersecurity or

failure to scale and adapt IT systems – particularly in areas like

generative AI – could lead to inefficiencies, data vulnerabilities,

and business disruption. In this context the Group must

continuously adapt and ensure resilience to maintain

operational efficiency and safeguard business continuity.

The Group has implemented robust security measures and remains

committed to strengthening the reliability of its systems through

ongoing enhancements, staying up to date with technological advances

and maintaining a protected environment against emerging cyber

threats. Continuous vulnerability monitoring through scanning tools,

internal and external penetration tests to detect any security gaps

that could be exploited, and operational controls using detection and

response solutions. Furthermore, the Group has reinforced its oversight

of the attack surface and supplier related security changes. These

efforts are supported by the certification of its Information Security

Management System under ISO/IEC 27001:2022.

1. These risks are presented in alphabetical order based on their Parent Risk.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 81

Principal risks and uncertainties

Parent Risk Principal Risk Description Mitigation

Disruption of technology

and IT systems

Modernising IT systems

and embracing

technological evolution

The Group operates in a fast-changing technological

environment where the ability to continuously enhance

and scale IT systems is essential to maintaining operational

efficiency and competitiveness. It works to ensure its

technology landscape remains scalable, resilient to ensure

efficient resource utilisation, minimise manual processes, and

supports sustainable business growth, leveraging AI-powered

capabilities with appropriate safeguards.

The Group has implemented a range of technology measures

focused on scalability, resilience, and operational efficiency. These

include the allocation of adequate resources, prioritisation, and time

management to support IT initiatives; the use of auto-scaling capabilities

available through cloud providers and at the database level; and the

establishment of a dedicated IT operations and incident management

team with sufficient capacity to fulfil its responsibilities. Additionally, the

Group maintains 24/7 internal monitoring capabilities and has set up

governance processes to ensure the scalability, stability, and continuous

improvement of its technology environment. In parallel, the Group is

strengthening its AI focus through a dedicated operating model, with

clear roles and governance, to ensure a secure and ethical AI adoption

across the organisation.

ESG Adapting to climate

change and building

ecosystem resilience

Managing climate-related risks by strengthening resilience

and sustainability practices. This includes addressing

potential travel and operational disruptions, while proactively

engaging on climate-related disclosures and responding to

social expectations such as climate activism. In line with the

objectives of the Paris Agreement, the Group is committed

to supporting the transition to a low-carbon economy

and integrating climate considerations into our strategic

decision-making.

The Group has carried out a detailed assessment of climate-related

risks and opportunities, considering the nature of its operations and the

complexity of its extended value chain. This forms part of its broader

sustainability and risk strategy, supporting informed decision-making

and the integration of climate factors into strategic and operational

planning. Climate risks are addressed through a proactive approach

focused on mitigation and collaboration, including partnerships to

raise awareness, promote best practices, and develop joint resilience

initiatives. The Group is on a journey to embed climate into all aspects

of its operations and intends to further reinforce the link between its

climate action plan and financial planning.

Information and data Strengthening data

protection and resilience

Ensuring robust data security and protection to maintain

customer and partner confidence, while complying with

evolving regulations and supporting innovative ecosystem

initiatives. This includes safeguarding data processing, storage,

use, and disclosure to uphold trust and meet global standards.

The Group has implemented a broad and robust set of organisational

and technical measures. These include access controls based on the

principle of least privilege, Multi-Factor Authentication, encryption of

devices and systems, and classification and labelling of documents. A

dedicated 24/7 security service monitors the environment, supported

by advanced threat intelligence and dark web surveillance. On the

organisational side, safeguards include data protection policies,

contractual clauses, maintenance of a comprehensive Record of

Processing Activities, and the execution of Privacy and Legitimate

Interest Impact Assessments when required. To reinforce a strong

security culture, the Group also provides regular training and awareness

initiatives for all employees.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 82

Principal risks and uncertainties

Parent Risk Principal Risk Description Mitigation

Operations Strengthening fraud

prevention and detection

The Group is exposed to external fraud risks that may affect

operational performance, including fraudulent bookings,

misuse of user accounts and payment methods, and

unauthorized access to credit limits. Managing this risk requires

continuous strengthening of fraud detection and prevention

capabilities to protect the integrity of operations and maintain

stakeholder trust.

The Group has implemented a robust fraud prevention framework.

This includes comprehensive Know Your Business (KYB) procedures

to ensure the integrity of counterparties and partners, as well as the

continuous monitoring and timely identification of unusual or suspicious

transactions. Advanced anti-fraud detection solutions are deployed

to enable rapid response and containment of potential threats. These

measures are supported by clearly defined escalation protocols,

regular staff training, and close collaboration with internal and external

stakeholders to ensure alignment with evolving regulatory expectations

and industry best practices.

Strategic priorities Driving delivery of

strategic priorities

The Group is engaged to ensure the successful delivery of our

strategic priorities to capture market opportunities, strengthen

competitiveness, and achieve our business plan. This includes

embedding clear execution frameworks and monitoring

progress to maximise expected benefits.

The Group has established a series of key controls including the active

involvement of both internal and external experts in the design and

implementation of new strategic projects, supported by robust portfolio

management framework that ensures alignment and prioritisation of

initiatives. Additionally, transformation sessions are held to strengthen

communication and cross-functional alignment, continuous monitoring

of progress toward defined strategic priorities is conducted, and

systematic evaluations are carried out to assess whether projects are

on track to be delivered enabling proactive management of strategic

performance.

The Strategic Report was approved by the Board and signed on its behalf by:

Nicolas Huss

Chief Executive Officer

25 November 2025

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 83

Principal risks and uncertainties

Governance

Governance at a glance

Chair’s introduction corporate governance

Board of Directors and Senior Management Team

Seniormanagement team

Purpose, vision and culture

HBX Group governance framework

How the Board operates

Board activities

Compliance with the Spanish code of

good governance

Stakeholder engagement

101

Audit & Risk Committee report

105

Nomination Committee report

114

Remuneration report

119

Directors’ Report

142

Statement of Directors’ responsibilities

145

HBX Group Annual Report and Accounts 2025 84STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Board composition

Board gender diversity

(Directors)

Skill / Expertise Directors

Corporate Governance

Commercial and Business Strategy

ESG and Sustainability

Financial Management & Capital Markets

Fintech & Financial Services

Human Resources & Organisational Culture

Legal/Regulatory knowledge

Technology/IT

Data Analytics & AI

Marketing & Public Relations

Risk Management and audit

Travel & Hospitality Industry

M&A & Venture Capital

Board nationality/ethnicity

Male Female

43%

57%

British (3)

French (1)

American(1)

43%

29%

14%

German (2)

Good corporate governance is vital to building a successful and sustainable business. AtHBX

Group, we are committed to meeting the highest standards of corporate governance, looking

to retain the trust of our stakeholders as we deliver innovative productsand services.

Governance at a glance

Board highlights

• Completion of the pre-IPO reorganisation, including the engagement of new directors elect

and the successful listing on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges in

preparation for the successful admission for trading on 13 February 2025.

• Approval and execution of a Senior Facilities Agreement (refinancing of outstanding debt and

extending maturity of the Group’s credit facilities)

• Pre and post IPO reorganisation, including adoption of Board Regulations, Remuneration Policy,

Terms of Reference for Audit and Risk Committee, Remuneration Committee and Nomination

Committee

• Board Strategy day

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 85

Governance at a glance

Chair’s introduction to Corporate Governance

Dear Shareholders

2025 was a pivotal year for HBX

Group, as we moved from private

to public ownership following

our listing on the Spanish Stock

Exchanges. For the Board, our

priority was delivering the IPO and

ensuring the business continued

to operate effectively during this

critical transition. Another key

priority was the appointment and

induction of three new Board

members whose expertise would

strengthen the Board and support

HBX Group through the IPO and

into its new chapter as a publicly

listed company.

Board composition

Sabine Hansen Peck, Sabine

Bendiek and Carla Stent all joined

as Advisors in the summer of 2024,

immersing themselves in the

business to ensure they could hit

the ground running as we went

public in early 2025. At this point, all

three became Independent Non-

Executive Directors.

Sabine Hansen Peck, previously

Chief Human Resources Officer at

Amadeus Group, brings a wealth

of relevant sector experience

and now chairs our Nomination

and Remuneration Committees.

Sabine Bendiek, previously

Managing Director at Dell and

Microsoft Deutschland GmbH,

provides extensive tech expertise.

Carla Stent, our new Audit and

Risk Committee Chair, combines

financial expertise as a former CFO

at Barclays with UK deputy PLC

experience.

A healthy balance

Our three new members join

myself, our CEO Nicolas Huss, and

two Proprietary Directors, Jonah

Enbar and Matthew Sabben-

Clare, to make up a focused

Board with relevant skills and

experience. In 2025, these highly

engaged individuals added huge

value during the listing; and

their combined knowledge and

expertise will be essential in the

post-IPO landscape. Our new

Board is well balanced, with a mix

of nationalities and a reasonable

gender split (43% women). It

operates in an open, transparent

manner, engages regularly with

the HBX Group management, and

works to support the company’s

strategic direction and business

objectives.

During the year, we also welcomed

several new executive personnel.

Brendan Brennan joined the

Senior Management Team as our

new Chief Financial Officer (CFO).

An experienced CFO, Brendan’s

previous 18 years’ expertise in the

financial sector with ICON plc

including 13 years as its CFO, was

vital during the IPO process and

contributed significantly to its

success.

In October 2025 we announced

changes to the Group structure to

better align with the demand of a

rapidly evolving market, enhance

agility, deepen customer-centricity,

and improve delivery. To support

this evolution, the Group is also

making some changes to its Senior

Management Team and these are

detailed on page 91.

Building on the strong base

established during HBX Group’s

private ownership, post-listing

we are strengthening our

governance structures and

processes. Looking ahead, with

our public listing now concluded,

we will focus on engaging more

deeply and directly with our

shareholders and investors. We

have strengthened our ties with

our various stakeholders and we

detail the manner in which we

have engaged with these and how

we have factored these into our

decision making to achieve positive

outcomes on pages 31 to 42.

I would like to thank my fellow

Board members, our Senior

Management Team and everyone

within the Company for their hard

work and commitment during this

very busy year. I would also like to

thank our former owners for their

past stewardship of the business

and their backing today as major

shareholders, as well as our

customers and partners for their

ongoing support.

Yours sincerely,

Richard Solomons

Chair

...our priority was

delivering the

IPO and ensuring

the business

continued to

operate effectively

during this critical

transition.

Richard Solomons

Chair

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 86

Chair’s introduction to Corporate Governance

The Company is incorporated in the

UK and is subject to UK legislation,

but it is listed on the Spanish Stock

Exchanges and is subject to the

Spanish Listing Rules. Prior to the

IPO, the Company conducted a

review of its corporate governance

and sought to determine the

most appropriate governance

code for it to report against going

forward given that neither the

UK Corporate Governance Code

nor the Spanish Code of Good

Governance (‘the Code’) would

mandatorily apply to the Company

after the IPO. Following this

review, the Company determined

to voluntarily adopt the Code

from the IPO and to report on its

compliance with the Code, which

was last updated and published by

the Spanish Comisión Nacional del

Mercado de Valores (CNMV) in June

2020, and available on its website

(www.cnmv.es).

Corporate Governance

The Company has prepared

a consolidated Corporate

Governance report responding

toSpanish reporting requirements,

in accordance with CNMV

Circular 4/2013. as amended,

which is available separately

ontheCompany’s website

(www.hbxgroup.com) and

on the CNMV website

(www.cnmv.es). Please note that

in the event of any discrepancy

between the Governance report set

out on pages 85 to 145 of this report

and the separate consolidated

Corporate Governance report,

the consolidated Corporate

Governance report (which is the

Company’s Corporate Governance

report for the purposes of

the CNMV regulations) takes

precedence.

Pursuant to the CNMV regulations,

this report has been filed with the

CNMV in accordance with CNMV

Circular 4/2013, as amended. At

the same time, this Corporate

Governance report forms part of the

HBX Group Management Report

for the year 2025 which has been

presented separately. In addition,

and as required by the Code, this

report includes details on the

Company’s compliance with the

principles and provisions of the

Code on pages 98 to 100.

Group history & overview

The origins of the business date

back to 2001, when HBX Group

was founded as Hotelbeds under

the ownership of the Barceló

Group. Hotelbeds formed part

of the Barceló Travel Division,

which offered accommodation,

transfers and activities across

Spain, Portugal and the Caribbean

to tour operators in Europe and

the Americas. That same year,

the Barceló Travel Division was

bought by First Choice Holidays

plc, an international leisure travel

company headquartered in the

UK. Two years later, First Choice

enhanced its portfolio with the

launch of Bedsonline, an online

booking platform for travel

agencies and advisors.

In 2007, First Choice merged with

the tourism division of TUI AG,

creating TUI Travel plc. Hotelbeds

and Bedsonline became the

primary brands within TUI Travel’s

Accommodation & Destinations

business, known as TUI A&D. In 2014

TUI Travel plc merged with TUI AG

creating TUI Group. It subsequently

acquired several individual travel

services companies as part of its

transition into the E2E TravelTech

ecosystem. In 2025, TUI A&D

changed its name to Hotelbeds

Group S.L.U.

On 28 April 2016, Cinven, a

European private equity firm, and

CPPIB reached an agreement to

acquire Hotelbeds Group from

TUI Group. The acquisition was

completed on 12 September 2016.

As it continued to increase its

global footprint, in 2017 Hotelbeds

Group acquired Tourico Holidays

Inc. and GTA Travel Holdings Ltd

and Kuoni Holdings Plc (together,

GTA), becoming one of the leading

accommodation providers in the

B2B travel space. This was followed

by the purchase of HolidayTaxis (a

leading B2B transfers platform)

in 2018, reinforcing the Group’s

Mobility & Experiences proposition.

Emerging from Covid-19, Hotelbeds

Group increased investment in

digital tools and online distribution

channels, looking to capitalise on

the travel sector’s post-pandemic

recovery. In 2023, to mark its

transformation into a global

TravelTech platform, it launched

the new umbrella brand, HBX

Group – the ‘X’ representing the

multiplier effect of the Group’s

seamless, end-to-end travel

experience.

During 2023, HBX Group

undertook a re-platforming of

its technology stack, moving to

a fully integrated, 100% cloud-

native infrastructure. Completed

in 2024, this infrastructure allowed

the Company to operate more

dynamically and adapt swiftly to

changes in the travel ecosystem.

2024 also saw the Company launch

new product lines focused on

Fintech and Insurance, enhancing

its end-to-end value proposition.

Today, as a leading independent

B2B travel technology marketplace,

HBX Group continues to own

and operate the Hotelbeds and

Bedsonline brands. Other HBX

Group brands include The Luxurist,

the first all-in-one B2B luxury

travel ecosystem; Roiback, which

provides technology, digital and

marketing solutions to hotels, and

Civitfun, which specialises in the

digitalisation of hotel operations.

Together, we connect and

empower businesses in the ever-

evolving world of travel.

On 20 December 2023, the

Company was incorporated,

and, on 6 January 2025, it was

re-registered as a public limited

company.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 87

Corporate Governance

Board of Directors

The Board of Directors is an

independent body, responsible

for the overall direction, and

supervision of the Company and

the Group. Its role is to promote

the long-term sustainable success

of the Company, generate value

for shareholders and contribute

to wider society. To ensure

sufficient time for discussion,

the Board utilises its committees

to effectively manage its time.

At each Board meeting the agenda

ensures sufficient time for the

committee chairs to report on the

contents of discussions, and any

recommendations to the Board

which require approval and the

actions taken.

It is also responsible for

supporting management in the

Company’s strategic aims in the

best interests of shareholders

and wider stakeholders, and

provides direction in the setting

and approval of strategy and

overseeing its implementation

by management. Its rights and

duties are set out in the Company’s

Articles of Association, and its

key decision-making duties are

included in the Board Reserved

Matters.

The Directors must also act in

accordance with their duties

under the UK Companies Act

2006 to promote the success of

the Company. This means they

must consider: the interests of

the company’s employees and

shareholders; the need to foster the

company’s business relationships;

the impact of operations on the

community and environment; the

need to maintain our reputation

for good business conduct; and the

need to act fairly towards different

shareholders of the company.

The Board is deeply experienced

and diverse, comprising seven

members: the Chair, the Chief

Executive Officer and five Non-

Executive Directors, of whom

three are considered independent

for the purposes of the Code

and who bring a range of skills

and perspectives, and wealth of

knowledge and expertise from the

worlds of business, technology,

travel and finance. The Directors

and their biographies and skills and

experience are set out on pages

89to 90.

The founding members of the

Board, Richard Solomons, Chair,

Nicolas Huss, CEO, Jonah Enbar

and Matthew Sabben-Clare were

all appointed to the Board on 25

November 2024 by Cinven Capital

Management (V) General Partner

Limited and the Canadian Pension

Plan Investment Board, the then

owners of the Company.

In June 2024, Sabine Bendiek,

Sabine Hansen Peck and Carla

Stent were engaged by HBX

Group as Board Advisors and

designate independent non-

executive directors, with a view to

providing them with deep insight

of the business undertaken by

HBX Group in preparation for

the IPO. Following the IPO, they

wereappointed as Independent

Non-Executive Directors of HBX

Group International Plc on

13February 2025.

The Directors are appointed by

the Board and at every annual

general meeting after the first

annual general meeting following

the adoption of the articles, all

the directors at the date of notice

will retire from office and may

offer themselves for re-election.

Thereafter, all Directors will be

subject to annual re-election by

shareholders. The Company’s

major shareholders, in line with

the provisions of the Code,

have nominated Directors who

have been appointed to the

Board. Further details of these

arrangements are set out on

page 102.

The Board is satisfied that there

is a sufficient balance between

Executive and Non-Executive

Directors (proprietary and

independent) on the Board to

ensure that no one individual

or small group has unfettered

decision-making powers or exerts

undue influence over decision-

making and that Directors are

able to discharge their duties and

responsibilities. It is important

to note that the Board roles of

Board member Attendance

Richard Solomons, Chair 8/8

Nicolas Huss 8/8

Matthew Sabben-Clare 8/8

Jonah Enbar 8/8

New Directors

Sabine Hansen Peck 4/4

Sabine Bendiek 4/4

Carla Stent 4/4

Chair (Non-Executive) and Chief

Executive Officer (CEO) are set

out in a Statement of Division of

Responsibilities between the Chair

and CEO.

Under the Code the Board is

required to hold eight Board

meetings a year, with the current

Board members and their

attendance for the period being set

out in the table below.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 88

Board of Directors

Richard has been a non-executive director

since 2019 and chair of the board of HBX

Groupsince 2021. He also chairs the

Nomination Committee.

He also holds the position as chair of the board

for Rentokil Initial Plc and is a non-executive

director of Mandarin Oriental International

Limited and chairs its audit committee.

In his past career, he was CEO at

InterContinental Hotels Group plc (2011-

2017), and prior to that its CFO (2003-2011).

He was previously a non-executive director

of Marks and Spencer Group plc, the senior

independent director of Aston Martin Lagonda

Global Holdings plc and, until December 2022,

he was a member of the board of governors

and the finance committee at the University

ofManchester.

Richard also worked in investment banking

with Hill Samuel Bank for seven years based

in New York and London. He qualified as a

Chartered Accountant while working for KPMG

in London and holds a BA (Econ) from the

University of Manchester.

Nicolas has been the Chief Executive Officer at

HBX Group since 2021.

He also holds the position of independent non-

executive director of Rapyd Limited, and board

advisor to the board of directors at Algbra.

In his executive career, Nicolas held the CEO

role at Visa Europe, Ingenico Group, AvantCard,

Apollo Global Management LLC and at GE

Money. Until July 2021, he was a non-executive

board director at Amadeus IT Group, where he

was also chair of the audit committee. He also

held the position of non-executive director at

Entersekt, and was until June 2025 Chair of the

board of Bitstamp Limited.

He gained an LLB degree in law at Sciences Po

Toulouse, University of Toulouse.

Matthew is a non-executive director at HBX

Group and a member of the Audit and Risk

Committee and the Nomination Committee.

He was appointed as director of HBX Group in

May 2024.

Matthew has extensive experience across

private equity and capital markets. Prior

to becoming a non-executive director of

the Company, Matthew was a partner at

Cinven, a leading international private equity

firm, where he held the position of chief

administrative officer from 2017 to 2023 and

head of capital markets from 2005 to 2017.

Before that, Matthew worked in investment

banking at Merrill Lynch and Schroders.

He is currently a senior advisor at Cinven,

Chair of the British Private Equity and Venture

Capital Association (BVCA), a senior advisor at

Marlborough Partners, and a member of the

board of NewDay Group UK Limited.

Matthew holds MA and MPhil degrees from

Cambridge University and is an Associate

Member of the Association of Corporate

Treasurers (AMCT).

RICHARD SOLOMONS NICOLAS HUSS MATTHEW SABBEN-CLARE

CHAIR AND NON-EXECUTIVE DIRECTOR CHIEF EXECUTIVE OFFICER PROPRIETARY DIRECTOR

NOMINATION COMMITTEE

AUDIT AND RISK COMMITTEE

REMUNERATION COMMITTEE

CHAIR

BOARD COMMITTEES

Jonah has been a director at HBX Group

since 2017. He is a Proprietary Non-Executive

Director of the Company and a member

of the Remuneration Committee and the

Nomination Committee. Jonah is the Board

representative of CPPIB, a major shareholder

of the Company.

Prior to joining CPPIB in 2013, Jonah worked

for the private equity firm Frontenac Inc and

UBS Investment Bank as an Analyst.

Jonah is currently the managing director

of the direct private equity team at CPPIB

and is responsible for leading private equity

investments in the technology and services

sectors across Europe.

Jonah holds a BA degree from Northwestern

University and an MBA from the Wharton

School of the University of Pennsylvania.

JONAH ENBAR

PROPRIETARY DIRECTOR

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 89

Board of Directors

Sabine is a Non-Executive Director at

HBX Group and chairs the Remuneration

Committee and the Nomination Committee.

She was appointed a director of HBX Group in

February 2025.

She is also advisor to Advent International,

Omniax and Lodgerin.

In her past career, Sabine was a member of the

Executive Committee, Chief Human Resources

Officer and Vice President of Communications

and Marketing at Amadeus IT Group from

2009 to 2022. She was also senior director

and member of the remuneration and risk

committees of Bank Handlowy Warszawie

from 2007 to 2009.

Sabine holds a BA and an MA from the

University of Eichstaett, and an MBA from

Thunderbird School of Global Management.

Sabine has served as a Non-Executive Director

at HBX Group since February 2025 and is a

member of the Audit and Risk Committee,

the Remuneration Committee and the

Nomination Committee.

Sabine is a highly experienced information

technology sector executive having previously

been the Managing Director at Dell, EMC 2003

to 2015, Corporate Vice President and Managing

Director at Microsoft Deutschland GmbH from

2016 to 2020, Chief Operating and People Officer

at SAP SE from 2021 to 2023, Vice President at

Bitkom 2016-2023, and more recently Non-

Executive Director at Regnology GmbH. In her

early career she worked at McKinsey & Co and

was a partner at Early Bird Venture Capital.

Sabine is currently Chair of Sensio AS, and a

Non-Executive Director at Schaeffler AG, Suse

AG, Sunlight Group Energy Storage Systems,

Vistra Group Ltd (Hong Kong), and DSV

A/S(Copenhagen).

Sabine holds a BA degree from the

University of Cooperative Education

Mannheim (Germany), and an MSc from the

Massachusetts Institute of Technology (USA).

Carla has served as a Non-Executive Director

at HBX Group since February 2025, chairs the

Audit and Risk Committee and is a member

of the Nomination Committee and the

Remuneration Committee.

She is also Non-Executive Director and Chair

of the audit and risk committee of Telecom

Plus Plc, Non-Executive Director, Chair of

the audit and risk committee and member

of the remuneration, nomination and ESG

committees of Evelyn Partners Group, and

Chair of the board of Little Fish FX Limited.

Carla is a qualified Chartered Accountant

registered with the ICAEW and recognised

bySAICA.

SABINE HANSEN PECK SABINE BENDIEK CARLA STENT

INDEPENDENT NON-EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR

NOMINATION COMMITTEE REMUNERATION COMMITTEE

CHAIR

BOARD COMMITTEES

AUDIT AND RISK COMMITTEE

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 90

Board of Directors

HBX Group is managed by the Senior

Management Team appointed by

the CEO.

The Senior Management Team

has terms of reference approved

by the CEO with the support of the

Board. All members have entered

into indefinite employment or

service agreements with the

Group. Their membership of the

Senior Management Team team is

therefore not bound by a fixed time

period. Currently, the team consists

of eight key members, each of

whom oversees a specific aspect of

the business.

Updates to the Senior

Management Team

As outlined in the Strategic

Report (see pages 6 to 83), the

Company announced changes

to its organisational structure on

14 October 2025 to strengthen

agility and customer focus. In

support of this evolution, the Senior

Management Team has been

refreshed with the following key

appointments and role expansions:

• David Amsellem joined the

Senior Management Team

as Chief Distribution Officer.

He now leads the Distribution

vertical, covering both wholesale

and retail partners;

• Xabi Zabala assumed the

expanded role of Chief Sourcing

and Operations Officer,

combining responsibility

for sourcing with continued

leadership of operations;

• Daniel Nordholm now serves as

Chief Information Officer, with

an expanded remit overseeing

Product, Technology & Data

alongside his leadership of

Fintech; and

• Stéphanie Fougou joined the

Senior Management Team as

General Counsel, reinforcing

the Company’s legal and

governance capabilities.

Carlos Muñoz, formerly Chief

Commercial Officer and Deputy

CEO, has stepped down from

his executive role to serves as

Senior Advisor to the Board. He

is expected to be proposed for

appointment as a Non-Executive

Director of the Board at the AGM

in February 2026. Paula Felstead,

formerly Chief Information Officer,

has decided to step down to pursue

new opportunities outside the

Company.

Senior Management Team

David joined the Company in 2024

to lead the launch and development

of The Luxurist, an AI-enabled

luxury travel ecosystem, before

being appointed Chief Distribution

Officer in 2025. In his current role, he

oversees the Company’s Distribution

vertical, managing relationships

with wholesale and retail partners

and driving innovation in travel

technology. David brings over

two decades of entrepreneurial

and leadership experience across

technology-enabled services

and digital transformation. An

experienced AI investor, he

previously founded John Paul, a

global leader in premium loyalty

and concierge solutions, and served

as CEO until its acquisition by Accor

in 2016. Earlier in his career, he was

a founding shareholder of Poweo, a

pioneering energy company. David

holds an engineering degree from

Centrale Supélec in France.

DAVID AMSELLEM

CHIEF DISTRIBUTION OFFICER

Executive team

Brendan has served as Chief

Financial Officer at HBX Group

since2024.

In addition to his role at HBX Group,

he sits on the board of directors of

Childlight, an international non-

profit organisation dedicated to

safeguarding children across the

world from sexual exploitation

andabuse.

Prior to joining HBX Group, Brendan

spent 19 years at ICON plc, a leading

global clinical research organisation.

During his time with ICON he

served in the role of CFO for 13 years

from 2011 to 2024, playing a pivotal

role in the company’s financial

strategy and growth.

Mr. Brennan holds a Bachelor’s

degree in Accounting and Finance

from Dublin City University and is a

Chartered Accountant, accredited

by the Institute of Chartered

Accountants in Ireland.

BRENDAN BRENNAN

CHIEF FINANCE OFFICER

Mark has been the Chief Growth

Officer at HBX Group from

February2023.

He is also director and Chair of

Luxurist Bookings SAS and director

of PerfectStay.com SAS.

Prior to joining HBX Group, Mark

was head of global sales and

marketing at Ingenico and non-

executive director at Splitit. He

worked almost 15 years at VISA,

ending up in the CCO role.

Prior to that, Mr. Antipof has held

director roles at Burgundy Global,

Noblestar and Equifax.

Mr. Antipof holds a Diplome

d’etudes superieures in

Informatique de gestion (HND in

Computer Science) from the Institut

Français in Lebanon.

MARK ANTIPOF

CHIEF GROWTH OFFICER

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 91

Senior Management Team

Stéphanie joined the Company

in 2025 and leads the legal,

risk, compliance and internal

audit functions. She is a highly

experienced General Counsel

with over 20 years of expertise

supporting Boards and Executive

Committees through complex

transformation initiatives, including

IPOs, M&A, governance frameworks

and financing strategies.

Her career spans senior legal

leadership roles at Technicolor,

Ingenico, Accor, Vallourec and

Club Méditerranée, as well as Vice

General Counsel at Orange Group.

Stéphanie is admitted to the

Paris Bar and holds a law degree

from the University of Paris. She

is also serving as President of

the European Company Lawyers

Association and Dean at the École

Nationale de la Magistrature.

STÉPHANIE FOUGOU

GENERAL COUNSEL

Xabier joined the Company

in 2016 and has held multiple

senior positions in the sourcing,

distribution and operations areas.

He has been Chief Operations

Officer since 2024 and now leads

HBX Group’s global Sourcing

activities alongside Operations,

reflecting an expanded remit that

combines supplier engagement

with operational excellence.

Prior to that, Xabier held

management consulting positions

at McKinsey & Company and

he brings a deep experience in

leading complex, cross-functional

transformations.

Xabier holds an MS degree in

engineering from The University of

Navarre and gained an MBA from

MIT Sloan.

XABIER ZABALA

CHIEF SOURCING & OPERATIONS

OFFICER

Javier joined in 2013 and has been

the Chief Strategy & Transformation

Officer at HBX Group since 2024.

Prior to that, he was Head of

Strategy at TUI A&D.

He holds a BS in Business

Management and Administration

from the Universidad Complutense

de Madrid, a qualification in

Leadership Training in Digital

Transformation from The Valley

Business & Tech School, and in

Corporate Finance Strategy from

Columbia University.

JAVIER CABRERIZO

CHIEF STRATEGY &

TRANSFORMATION OFFICER

Elena has been the Chief Human

Resources, Communications & ESG

Officer at HBX Group since 2014.

Her previous career includes

international CHRO positions in

Claire’s Accessories Inc and Tendam

Group. Ms. Pérez has experience

with consulting firms such as

Garrigues Human Capital and

PwC where she worked as senior

manager and consultant.

Ms. Pérez gained an LLB degree

in law from The University of

Sevilla and a master’s degree in

Human Resources from Escuela de

Negocios y Administración (ESNA).

ELENA PÉREZ

CHIEF HUMAN RESOURCES,

COMMUNICATIONS & ESG OFFICER

Daniel joined the Company in

January 2023 and now leads the

Company’s technology agenda

as Chief Information Officer,

with responsibility for Product,

Technology & Data and Fintech.

Daniel is an experienced

international financial services

executive with over 20 years of

experience in innovating, building

and delivering payment solutions

and financial services.

Before joining HBX Group, Daniel

held a number of senior leadership

roles at Worldline Global and

VeriFone ands latterly was the CEO

of Bambora AB, and prior to that

he was its CTO and Chief Product

Officer.

Daniel holds a MS degree in

electrical engineering from Lund

University in Sweden.

DANIEL NORDHOLM

CHIEF INFORMATION OFFICER

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 92

Senior Management Team

The Board monitors and assesses how the Company is operating, and how engaged its employees are, by

the following means:

• Regular meetings with management both globally and functionally, always with opportunities for Q&As;

• Continuous listening via Your Voice to track the eNPS score and real-time sentiment;

• Listening sessions, deep dives and round tables on key topics;

• Assessing cultural indicators such as: the business’s attitude to risk; compliance with the Group’s policies

and procedures; and key performance indicators including staff retention and engagement;

• Health and safety data;

• Feedback from wider stakeholders;

• Messages received via the Company’s ethics channel;

• Training data and spend.

Purpose, vision and culture

It is the responsibility of the Board to establish the Company’s vision

and purpose and to satisfy itself that this, together with its strategy

and values that underpin life at HBX Group, are aligned with its culture.

TheCompany’s vision is to bring simplicity to the world of travel, creating a

frictionless end-to-end travel experience.

The vision provides a clear statement to our employees and wider

stakeholders about the Company’s strategic direction and intentions, and is

regularly reviewed to ensure it continues to reflect the Board’s direction of

travel.

The Company’s underpinning behaviours articulate the qualities it expects

of its employees and its underlying approach to doing business. They are

embedded as an integral part of the performance review process and

through policies approved by the Board.

The commitment given by employees to both the ’what’ (the strategic

delivery) and the ’how’ (the behaviours) is a key strength of the business.

The Board reinforces this approach through its decisions, strategy and

conduct. Further information on how our Board factors in stakeholders

into its decisions is on pages 31 to 42 and in its section 172(1) statement

on pages 29 to 30.

Understanding how the Company is performing internally in terms of

leadership, behaviours and culture is tested via the continuous listening

programme, “Your Voice”, which provides valuable real-time insights to the

Board. Further information on Board engagement with employees is to

be found on page 32. The Senior Management Team has been delegated

responsibility for ensuring that policies and behaviours set at Board level

are effectively communicated and implemented across the business.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 93

Purpose, vision and culture

The Company’s corporate

governance framework is set out in

the HBX Group Board Regulations

(the Regulations), which were

adopted by the Board of Directors

at the time of the IPO.

The Regulations supplement and

support the Company’s articles of

association (the Articles), which

set out in detail the principal

regulations and rules relating

to the Board and its Directors,

including their powers and

proceedings. The Regulations have

been prepared taking into account

the nature of the Company as the

ultimate holding company and

controlling entity of HBX Group.

The Company also has regard

for the applicable legal and

regulatory rules, the Articles, the

recommendations set out in the

Code and, as the Company is

incorporated in the UK, regard

to the generally recognised

governance best practice. The

Regulations describe the principles

of conduct to which the Board

adheres, and the basic rules and

procedures for the organisation

and operation of the Board, as well

as the selection, appointment, re-

election, removal and conduct of

the Board’s members. To this end,

the Board has adopted and keeps

under review the Regulations

and the HBX Group Governance

Manual. The Manual sets out the

formal corporate governance

systems and procedures which

support not only the Board’s work

in the achievement of its purposes,

but also that of the Company’s

subsidiaries and their boards.

The Regulations took effect from

13 February 2025, the date of the

Company’s listing on the Spanish

Stock Exchanges. The Regulations

will be subject to periodic review

(at least annually), and the

Board may resolve to amend the

Regulations as it sees fit, informing

the Company’s shareholders of any

amendment at the next General

Shareholders’ Meeting after

changes have been made.

The governance framework is

set out below and provides an

overview of the roles of the Board,

its Committees and the Senior

Management Team. The Board and

its Committees have established

terms of reference setting out their

responsibilities and matters for

approval. The terms of reference

are available for review on the

Company’s website at

www.hbxgroup.com. Reports

from each of the Committees are

included in this governance report

on the following pages.

HBX Group Governance Framework

Board

The role of the Board is to promote the long-term success of the Company, generating value for shareholders

and contributing to wider society by providing effective leadership and direction to the business as a whole.

It sets the Group’s corporate and sustainability strategies having regard to stakeholders, while maintaining

a balanced approach to risk within a framework of effective controls. It has also established the Company’s

purpose and values and monitors culture to ensure alignment. Its sets the tone and approach to corporate

governance and is responsible for the overall financial performance of the Group.

Nomination Committee

Reviews Board composition

and diversity, proposes new

Board appointments and

reviews succession planning

and talent development.

Read more on page 105

Remuneration Committee

Determines the Directors’

Remuneration Policy and

sets remuneration for the

Chair, Executive Director and

Senior Management Team,

taking into account wider

Group remuneration policies.

Approves performance-linked

pay schemes and share

incentive plans.

Audit and Risk Committee

Oversees the Group’s financial

reporting and reviews the

integrity of the Group’s Financial

Statements, the adequacy and

effectiveness of the Group’s

systems of internal control and

risk management, as well as

maintaining the relationship

with the External Auditor.

Read more on page 119Read more on page 114

Senior Management Team

The Board delegates the execution of the Company strategy to the Senior Management Team and the day-to-

day running of the business, including M&A transactions, resourcing, transformation, and exercising executive

oversight of the Group’s commercial, cultural and ESG matters.

Risk Committee

Monitoring the Company's risks, threats and

compliance and overseeing escalations and critical

incident resolution.

Disclosure Committee

Responsible for the identification and disclosure

of privileged/inside information and comprises

the Chief Executive Officer, Chief Financial Officer,

General Counsel, Company Secretary, and the

Director of Investor Relations

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 94

HBX Group Governance Framework

How the Board operates

Board Duties and

Regulations

The principal duties of the Board

are to provide strategic leadership,

to determine the Company’s

management policies, and to

oversee the performance of its

business. The Board is the principal

decision-making body for all

matters that are significant to

the Company, whether in terms

of their strategic, financial or

reputational implications. However,

certain decisions are reserved

for the shareholders by law,

including changes to constitutional

documents and share capital.

The Board has divided tasks

and responsibilities between

the various Board members,

and distinguished between the

specific responsibilities of the

Chair and CEO. It also abides by

the HBX Group Board Regulations,

which set out the basic rules and

procedures for the organisation

and operation of the Board, as well

as the selection, appointment, re-

election, removal and conduct of

Board members.

While the UK Companies Act does

not include a comprehensive

list of matters which cannot be

delegated by the Board or reserved

for their decision, the HBX Group

Board Regulations set out those

matters that are reserved for

the Board. The Regulations and

Articles are available in full on the

Company website. The following

are some of the principal matters

listed within them:

• Responsibility for the overall

leadership of the Company,

and determining the Group’s

purpose, values and standards.

• Setting and approving the

Group’s strategy and objectives,

which should promote the long-

term sustainable success of the

Company and the Group.

• Reviewing and monitoring the

Group’s performance in light

of the Group’s strategic aims,

objectives, business plans and

budgets.

• Overseeing changes relating to:

• the Company’s capital

structure;

• the Group’s corporate

structure; and

• the Company’s listing or

status as a public limited

company.

• Approval of:

• any material borrowing or

acceptance of credit;

• the Company’s Annual

Report and Accounts,

Annual Corporate

Governance Report, Directors

Remuneration Report and

ESG Report;

• any significant changes

in accounting policies or

practices.

• Maintenance of a sound

system of internal control and

risk management, except as

specifically delegated to the

Audit and Risk Committee.

• Ensuring a satisfactory and

transparent dialogue with

shareholders based on the

mutual understanding of

objectives.

• Overseeing changes to the

structure, size and composition

of the Board.

• Ensuring adequate succession

planning for the Board and

senior management.

• Appointment of the Chair of the

Board and CEO.

• Determining the remuneration

policy for the Directors and

other senior executives.

• Establishing Board committees

and approving their terms of

reference.

• Ensuring effective engagement

with the Company’s key

stakeholders.

• Considering the Company’s

objectives and strategy against

the balance of interests of the

Company’s key stakeholders and

societal expectations.

• Maintaining oversight of

ESG matters, including the

implementation of the HBX

Group ESG policy.

• Monitoring the Group’s culture,

conduct and diversity, including

associated initiatives, objectives,

policies and reporting .

Appointment and

reappointment of

Board members

Directors may be appointed

either by ordinary resolution of

the Company, with effect from

the end of a general meeting of

shareholders, or by the Board.

In accordance with the terms

of the Articles of Association,

CPPIB, a significant shareholder

of the Company, is limited to a

maximum of 30% of the votes cast

at a general meeting in respect

of the appointment or removal of

Directors.

Following the first Annual General

Meeting a Director appointed

by the Board is required to

put themselves forward for

reappointment at the next

Annual General Meeting of the

Shareholders held following their

appointment by the Board.

Directors who retire at an AGM may

be reappointed. If the Company

does not fill the vacancy at the

meeting at which a Director retires,

the Director will, if willing, be

considered reappointed – unless it

is decided not to fill the vacancy, or

a resolution for reappointment is

put to the meeting and lost.

Non-Executive Directors (other

than the Chair) are appointed for

an initial maximum term of three

years, concluding at the Company’s

last AGM within the three-year

period. Once retired (as described

above), if the AGM does not

reappoint a Non-Executive Director

the appointment terminates

automatically, with immediate

effect and without compensation.

There are various circumstances

in which a Director can be

disqualified and removed as a

Board member. Examples include

being prohibited by law to be

a Director; being in receipt of a

bankruptcy order; being deemed

physically or mentally unfit to

act as a Director; or being absent

from meetings of the Board

for more than six consecutive

months without permission. The

full list of rules pertaining to the

disqualification and removal of a

Board member can be found in the

HBX Group Board Regulations.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 95

How the Board operates

Board Division of

responsibilities

There is a clear division of

responsibilities between executive

and non-executive which ensures

accountability and oversight. The

roles of Chair and Chief Executive

are held separately and their

responsibilities are well defined, are

set out in writing and are regularly

reviewed by the Board.

Chair

The Chair, Richard Solomons,

is responsible for leading and

managing the business of the

Board, and is primarily focused

on strategy, performance, value

creation and accountability, setting

and maintaining the culture

and purpose of the Company

and ensuring the Board’s overall

effectiveness, governance and

Director succession planning.

The Chair also ensures effective

communication between the

Board, management, shareholders

and the Company’s wider

stakeholders. The Chair works

collaboratively with the Chief

Executive Officer, Nicolas Huss,

in constructively challenging and

helping to develop proposals

on strategy, setting the Board

agenda and ensuring that any

actions agreed by the Board are

implemented effectively.

Chief Executive Officer

The Chief Executive Officer,

Nicolas Huss, is responsible for

developing, implementing and

delivering the agreed strategy

and for the operational and

strategic management of the

Company. He is also responsible

for supporting Directors’ induction

into the business by providing the

necessary resources for developing

and updating their knowledge

and capabilities concerning the

Company, including access to

Company operations and team

members.

Chief Financial Officer

The Chief Financial Officer,

Brendan Brennan, is a member

of the Senior Management Team

reporting to the Chief Executive

Officer and attends meetings of

the board of directors. His role is to

lead the financial management,

risk, investor relations and internal

control teams and to oversee the

Company’s relationship with the

investment community.

Lead Independent Director

There is no requirement under

the Code to appoint a Lead

Independent Director to support

the Chair in his role and lead

the Non-Executive Directors in

the oversight of the Chair or be

available as an additional point of

contact for shareholders. To date

no Lead Independent Director has

been appointed.

Non-Executive Directors

The Non-Executive Directors hold

management to account and

provide constructive challenges,

strategic guidance and specialist

advice. They monitor the

performance and delivery of the

strategy within the risk parameters

and control framework set by the

Board.

The Company Secretary

The Company Secretary acts as

secretary to the Board and each of

the Committees and is responsible

for supporting the Chair and the

Board in delivering the Company’s

corporate governance agenda.

Board meetings

All Board and Committee meetings

are minuted and formally approved

at the next meeting. Board minutes

contain details of the Directors’

decision-making processes and

any follow-up actions or concerns

raised by the Directors.

The Chair works closely with the

Company Secretary to plan and

schedule Board and Committee

meetings. A key area of focus

continues to be enhancing the

Board and Committee agendas

and work plans to ensure

that financial, regulatory and

governance requirements are met

throughout the year, as well as

providing sufficient time to focus

on strategy and key areas of the

business.

In addition, the Chair and the

Company Secretary work to ensure

that information is made available

to Board members on a timely

basis and is of a quality appropriate

to enable the Board to effectively

carry out its duties.

An agenda and accompanying

pack of detailed papers are

circulated to the Board in advance

of each Board meeting. Currently

these include reports from the

Executive Director, other members

of Senior Management Team and

external advisers. Members of the

Senior Management Team may be

invited to present relevant matters

to the Board. All Directors are able

to request additional information

on any of the items to be discussed.

The Board and the members of

the Audit and Risk Committee also

receive further regular and specific

reports from the internal auditors

to allow the monitoring of the

adequacy of the Group’s systems of

internal controls and reports from

the external auditors.

Additionally, Directors have

access to the advice and services

of the Company Secretary and

independent and professional

advice at the Company’s expense

should they determine that this is

necessary to discharge their duties.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 96

How the Board operates

Board activities

During the year, there were eight

Board meetings, including four

scheduled Board meetings,

(following the IPO, which took

place on 13 February 2025). At

every scheduled Board meeting

the Board receives a CEO Report,

Trading Update, the CFO Report,

Investor Relations Update and

Strategy Update as well as reports

from the Audit & Risk Committee,

Remuneration Committee and

Nomination Committee. An

additional four unscheduled

meetings were held between 1

October 2024 and 10 February 2025

(prior to the IPO).

The Board’s key activities during

the year are shown below. The

Company’s Section 172 statement

can be found on page 29.

3 December 2024

27 January 2025

10 February 2025

12 March 2025

13 May 2025

29 July 2025

30 September 2025

14 January 2025

• Board composition

• Pre-IPO Company reorganisation

• Re-registration of the Company as a public limited company

• Application to List on the Madrid, Barcelona, Bilbao and Valencia

StockExchanges

• Approval and execution of a Senior Facilities Agreement

(refinancing of outstanding debt and extending maturity of the

Group’s credit facilities)

• Pre-IPO and governance matters

• Submission of IPO Prospectus

• Announcement of HBX Group pricing of the IPO offering and

admission to trading on the Spanish Stock Exchanges on

13 February 2025

• Pre and post IPO reorganisation, including adoption of Board

Regulations, Remuneration Policy, Terms of Reference for

Auditand Risk Committee, Remuneration Committee and

Nomination Committee

• Approval of 2024 ESG Report

• Approval of Modern Slavery Act Statement

• Announcement of Half Year 2025 Financial Results

• Approval of Group Data Protection, Information Security, Business

Continuity Policies

• Announcement of Q3 Trading Update for the three months

ended30June 2025

• Cybersecurity Update

• 2025 Board and Board Committee’s Evaluation process

• Approval of Group Anti-Bribery and Corruption, and Sanctions Policies

• Annual Report planning

• Approval of Annual Insurance Renewal programme

• Approval of Governance Manual

• Board Strategy Day

• Annual Board Health & Safety and Whistleblowing Reports

• Approval of Group Supplier Code of Conduct and Gifts &

Hospitalitypolicies

Board activities in the year

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 97

Board activities

Compliance with the Spanish Code of Good Governance

The Company recognises the underlying principles of the Spanish Code of Good Governance (the Code) and applies the Code as the guiding principle for its corporate governance framework.

Principle and

Recommendation

Details of Code Principle/Recommendations Compliance with Code

Principle 1

Recommendation 1

In general, companies should avoid bylaw clauses whose underlying

purpose is to hinder possible takeover bids.

Partially Compliant

Even though generally the Articles of Association do not directly or indirectly impose

a ceiling on the number of votes that a shareholder can issue, those shareholders

of the Company who are subject to a special Canadian legal regime which restrict

the number of securities of a corporation with voting rights to appoint or remove

the directors that the shareholder can invest in (such as the Canada Pension Plan

Investment Board Regulations (SOR/99-190) or the Pension Benefits Standards

Regulations (Canada)) will be limited in the number of votes that they may cast at

a general meeting exclusively in connection with the appointment or removal of

Directors. As a consequence, the voting rights corresponding to the Shares held by the

relevant shareholders in excess of the 30% threshold will be suspended when voting.

Principle 2

Recommendation 2

When the listed company is under the control of another entity with which

it has a business relationship or that carries out activities that are related to

its own, it must report this and measures must be taken to resolve possible

conflicts of interest that may arise.

Not Applicable to the Company

The Company is not controlled pursuant to the meaning established in Article 42 of

the Commercial Code by another listed or non-listed entity.

Principle 3

Recommendation 3

During the annual general shareholders’ meeting the Chair of the board should

verbally inform shareholders in sufficient detail of the most relevant aspects of

the company’s corporate governance, supplementing the written information

circulated in the annual corporate governance report. In particular:

• Changes taking place since the previous annual general

shareholders’meeting.

• The specific reasons for the company not following a given Good

Governance Code recommendation, and any alternative procedures

followed in its stead.

Non-Compliant

This Recommendation will be observed at the inaugural annual general shareholders’

meeting to be held on 12 February 2026

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 98

Compliance with the Spanish Code of Good Governance

Principle and

Recommendation

Details of Code Principle/Recommendations Compliance with Code

Principle 4

Recommendation 4

The company should define and promote a policy for communication and

contact with shareholders and institutional investors within the framework

of their involvement in the company, as well as with proxy advisors, that

complies in full with the rules on market abuse and gives equal treatment

to shareholders who are in the same position. The company should make

said policy public through its website, including information regarding the

way in which it has been implemented and the parties involved or those

responsible its implementation.

Further, without prejudice to the legal obligations of disclosure of inside

information and other regulated information, the company should also

have a general policy for the communication of economic-financial, non-

financial and corporate information through the channels it considers

appropriate (media, social media or other channels) that helps maximise

the dissemination and quality of the information available to the market,

investors and other stakeholders.

Partially compliant

There is no formal policy in place with regard to communication and contact with

shareholders. However the Investor Relations team, with support from the Executive

Directors and the Chair of the Board, conducts regular meetings, roadshows, and

participation in investor conferences.

The Company uses multiple communication channels for the dissemination of economic-

financial and non-financial information, including: the investors website, social media,

press releases, and ESG reports to maximise transparency and information quality. Contact

details for Investor Relations team are provided on the Company’s website.

Principle 6

Recommendations 6, 7, 8, 9

The general shareholders’ meeting should be conducted according to

principles of transparency and with appropriate information provided.

Not Applicable to the Company

Principle 7

Recommendations 10

The company should aid shareholders in exercising their rights to attend

and participate in general meetings in conditions of equality

Non-Compliant

These Recommendations will be observed at the inaugural annual general

shareholders’ meeting to be held on 12 February 2026

Principle 8

Recommendation 11

In the event that a company plans to pay for attendance at the general

shareholders’ meeting, it should first establish a general, long-term policy in

thisrespect.

Not Applicable to the Company

The Company does not intend to establish a policy to pay for attendance at the annual

general shareholders meeting

Principle 12

Recommendation 23

Directors should express their clear opposition when they feel a proposal

submitted for the board’s approval might damage the corporate interest.

In particular, independents and other directors not subject to potential

conflicts of interest should strenuously challenge any decision that could

harm the interests of shareholders lacking board representation. When the

board makes material or reiterated decisions about which a director has

expressed serious reservations, then he or she must draw the pertinent

conclusions. Directors resigning for such causes should set out their reasons

in the letter referred to in the next recommendation. The terms of this

recommendation also apply to the secretary of the board, even if he or she is

not a director.

Not Applicable to the Company

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 99

Compliance with the Spanish Code of Good Governance

Principle and

Recommendation

Details of Code Principle/Recommendations Compliance with Code

Principle 16

Recommendations 34

When a lead independent director has been appointed, the bylaws or

board of directors regulations should grant him or her the following powers

over and above those conferred by law: chair the board of directors in

the absence of the Chair or vice Chair; give voice to the concerns of non-

executive directors; maintain contacts with investors and shareholders to

hear their views and develop a balanced understanding of their concerns,

especially those to do with the company’s corporate governance; and

coordinate the chairman’s successionplan.

Not Applicable to the Company

The Company has not appointed a lead independent director

Principle 18

Recommendation 36

The Board should periodically evaluate its overall performance and that of its

members and committees. This evaluation should be externally facilitated at

least every three years.

Non-Compliant

Having regard to the short period of time between the Company listing on the

Spanish Stock Exchange on 13 February 2025 and its financial year end, and the

current members of the Board having been in place for less than a year, the Board did

not consider it of value to carry out a performance evaluation process of the Board and

its Committees prior to the publication of this Annual Report.

Principle 19

Recommendations 37, 38

When there is an executive committee, there should be at least two non-

executive members, at least one of whom should be independent; and its

secretary should be the secretary of the board of directors.

The board should be kept fully informed of the business transacted and

decisions made by the executive committee. To this end, all board members

should receive a copy of the committee’s minutes.

Not Applicable to the Company

The Company has not established an Executive Committee

Principle 22

Recommendations 47

As well as its legally defined functions, the nomination and remuneration

committee, which in large cap companies should be split into two separate

committees, should have a majority of independent members. Its members

should be appointed with regard to their knowledge, skills and experience,

while its terms of reference should reinforce its remit, independence and

scope.

Partially Compliant

The Company’s Remuneration Committee complies with this Recommendation.

The Nomination Committee does not comply, as the majority of members of the

Committee are not Independent Non-Executive Directors. 50% of the Directors

serving on this committee are Independent Non-Executive Directors, the rest of the

members being the two Proprietary Directors and the Chair, who is deemed not to be

independent.

Principle 25

Recommendation 60

Remuneration linked to company earnings should bear in mind any

qualifications stated in the external auditor’s report that reduce their

amount.

Non-Compliant

Subject to the contents of the External Auditor’s Report, this Recommendation will be

considered by the Remuneration Committee.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 100

Compliance with the Spanish Code of Good Governance

Stakeholder engagement

Relationship with

shareholders, employees

and other stakeholders

The Board recognises that our

business and our behaviours

impact our shareholders and other

stakeholders, and that stakeholder

engagement is a key element of

delivering a sustainable business.

This activity is taken across our

business at different levels of the

organisation with steps taken to

ensure that the Board is aware of this

activity and who can also engage

with stakeholders as appropriate.

The Board receives regular updates

from the Chief Executive Officer

and the Chief Financial Officer on

these matters, as well as from senior

executives within the business with

particular expertise or responsibility

for dealing with the stakeholders

involved. Examples of how the Board

considered stakeholder interests

during the year are set out in the

Board’s s172 statement on page 29.

Shareholder engagement

The Board is committed to

maintaining good communications

with existing and potential

shareholders. Shareholders play a

valuable role in safeguarding the

Group’s governance through, for

example, the annual re-election

of Directors, monitoring and

rewarding their performance and

engagement and constructive

dialogue with the Board. The

Group aims to be as transparent

as possible with the information it

provides to investors and welcomes

face to face interaction.

The Board’s primary contact

with existing and prospective

institutional shareholders is

through the Investor Relations

Director who is responsible for all

primary contact with shareholders,

potential investors and equity

research professionals. The Chair,

Chief Executive Officer, and Chief

Financial Officer provide regular

engagement support together

with other Senior Management

Team members. Details of

shareholder engagement activities

in 2025 can be found on pages 31

to 42.

There is a regular programme

of meetings with major

institutional shareholders to

consider the Group’s performance

and prospects. The Group’s

investor reach is global, and

the Company has additionally

engaged extensively with

institutional investors in the UK

and worlwide through its network

of contact offices during the last

financialyear.

Employee engagement

The Company has an experienced,

diverse and dedicated workforce

which is recognised as a key asset

of the business. The Board and its

Committees routinely invite the

Senior Management Team and

senior managers to join meetings

to present on the matters being

discussed, enabling their input into

discussions. In order to reach all

employees (including individuals

engaged under contracts of

service, agency workers, and

remote workers), the Board utilises

a combination of formal and

informal engagement methods

including reviewing the outcome of

employee surveys and monitoring

the effectiveness of employee

engagement programmes, details

of which can be found on page 32.

The Board remains committed to a

constructive two-way dialogue with

the workforce, to enable the Board

to better reflect their interests in

future Company and strategic

decisions, and to help ensure that

the Company is a great place to

work.

Workplace policies

and practices

The Board and the Senior

Management Team review and

approve all Group key policies

and practices which could impact

the employees and drive their

behaviours. All policies are fully

reviewed to ensure they support

the Company’s purpose and reflect

the Company culture (see page

93 Purpose, Vision and Culture).

Policies are published on the

intranet and form part of the

employee handbook. Employees

are required to confirm their

understanding of these policies

upon recruitment and on an

annual basis. Employees are

notified if there are any changes to

these policies.

To ensure policies are embedded

in the business practices, the

Company operates a mandatory

training programme which aims to

reinforce key compliance messages

in areas such as code of conduct,

anti-bribery and corruption,

confidential reporting and

whistleblowing, modern slavery,

equality, diversity and inclusion,

and conflicts of interest. The Board

and all employees are required

to notify the Company as soon as

they become aware of a situation

that could give rise to a conflict or

potential conflict of interest. The

interest is regularly reviewed to

ensure it remains up to date. The

Board is satisfied that potential

conflicts have been effectively

managed throughout the year (see

page 102).

There is an appropriate mechanism

for employees and contractors to

report any concerns regarding

suspected wrongdoing or

misconduct. The “Ethics Channel”

Policy and procedures are included

on our Group intranet and staff

noticeboards, together with

annual mandatory training. In

addition, there is an independent

telephone line and online portal for

anonymous reporting of concerns.

Following receipt of a

whistleblowing report, there are

procedures in place to ensure an

independent and proportionate

investigation is conducted by

the Internal Audit and Risk

Management team with support

from Human Resources and/or

Legal teams depending on the

nature of the concern, with any

significant findings reported to

the Audit and Risk Committee

and Board. The Audit and Risk

Committee receives regular

updates from the Head of Internal

Audit and the Director of Group

Risk & Compliance with details of

any such reports and the on the

operation of the whistleblowing

procedures. Further information on

this can be found in the Audit and

Risk Committee Report on page 113.

The Board approves the

Remuneration Policy for the

Executive Director and, through

the Remuneration Committee, has

oversight of the wider workforce

remuneration practices (further

information in the Remuneration

Report (pages 119 to 141).

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 101

Stakeholder engagement

The Board has identified which

Directors are considered to be

independent on page 88. As of

30 September 2025, 43% of the

Board (excluding the Chair) are

considered Independent Non-

Executive Directors.

The Chair

Under the Code, the Chair, Richard

Solomons is not currently classified

as an Independent Non-Executive

Director due to his business

relationship with the Group

prior to the IPO.

Independent Non-

Executive Directors

The Non-Executive Directors play

an important role in ensuring

that no individual or group

dominates the Board’s decision-

making and therefore it is of

paramount importance that their

independence is maintained.

The Board has reconfirmed that

the Independent Non-Executive

Directors remain independent

from executive management and

free from any business or other

relationship which could materially

interfere with the exercise of their

judgement.

In the year, the Chair met with the

Non-Executive Directors without

executive management being

present. Such meetings are useful

to safeguard the independence

of the Non-Executive Directors

by providing them with time

to discuss their views in a more

private environment.

Proprietary Directors

At the start of the financial year,

the Company had three significant

shareholders, namely, the

Canadian Pension Plan Investment

Board (CPPIB), Cinven Capital

Management (V) Limited (Cinven)

and EQT ab.

The relationship between the

Company and each of these

significant shareholder groups

is governed by Principle 11 of the

Code which provides that each

significant shareholder group is

entitled to nominate director(s) to

the Board subject to the size of its

interest in the voting rights of the

Company. At present only CIPPB

and Cinven qualify to nominate

directors to the Board of Directors.

Jonah Enbar represents CPPIB and

Matthew Sabben-Clare, Cinven,

together the “Proprietary Directors”.

External Directorships

It is recognised that non-executive

directorships can provide a further

level of experience for executives

that can benefit the Company.

As such, under the HBX Board

Regulations, the Executive Director

may take up an appointment as a

Non-Executive Director on no more

than one other listed company

board and the Non-Executive

Directors on no more than three

other listed company boards,

subject to the Board’s approval,

as long as there is no conflict

of interest. Details of Directors’

external directorships can be found

on pages 89 to 90.

Directors are required to consult

with the Chair and obtain Board

approval before taking on any

additional appointments. As part of

the selection process for any new

Board candidates, any significant

external time commitments are

considered before an appointment

is agreed.

All Directors have confirmed

(as they are required to do

annually) that they have been

able to allocate sufficient time to

discharge their responsibilities

effectively (see page 103).

Directors’ conflicts

of interest

Directors have a statutory duty

to avoid situations in which they

may have interests that conflict

with those of the Company unless

that conflict is first authorised

by the Board. The provisions

of the Company’s Articles of

Association allow Directors to

authorise conflicts of interest

and, in accordance with its terms

of reference, the Board has

established a policy and set of

procedures for managing and,

where appropriate, authorising

actual or potential conflicts of

interest. This is monitored by the

Nomination Committee.

Prior to approval of this Report,

the Committee has reviewed

all situational conflicts that it

has authorised and concluded

that the potential conflicts had

been appropriately authorised,

no circumstances existed which

would necessitate that any prior

authorisation be revoked or

amended, and the authorisation

process continued to operate

effectively.

Independence of the Board

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 102

Stakeholder engagement

Appointment and election

of Directors to the Board

All of the Directors have service

agreements or letters of

appointment and the details of

their terms are as set out in the

Directors’ Remuneration Report.

The Chair and Non-Executive

Directors are expected to devote

necessary time to perform their

duties properly. This is expected to

be 20 days each year for the Non-

Executive Directors. The Chair will

be required to spend additional

time over and above this to carry

out his extra responsibilities.

With the successful conclusion

of the IPO and the listing of the

Company on the Spanish Stock

exchanges, the Directors have

devoted a significant amount of

time to Board matters during

the year.

The Board considers all Directors

to be effective and committed to

their roles and to have sufficient

time to perform their duties. The

service agreements and letters

of appointment are available

for inspection at the Company’s

registered office during normal

business hours and also at the

AGM. No other contract with

the Company or any subsidiary

undertaking of the Company in

which any Director was materially

interested existed during or at

the end of the financial year, save

that the three Independent Non-

Executive Directors were engaged

on advisory contracts in the period

leading up to the IPO.

Board succession

and diversity

Board succession planning is

focused on ensuring the right mix

of experience and skills on the

Board.

At the date of this Report, the

Company has two significant

shareholders with rights to

nominate representative directors

to the Board under the Code.

The Board of Directors Selection

and Diversity Policy, which was

adopted at IPO, focuses on

ensuring that the composition

of the Board is diverse, inclusive,

and composed of individuals with

the necessary skills, experience

and independence to effectively

oversee the supervision of the

Company.

Composition, succession and evaluation

HBX Group recognises that

transparency in the process for

selecting candidates to hold

the position of Director of the

Company, and Board diversity in

all forms, are important pillars of

the Company’s overall corporate

governance framework. This

policy also addresses Principle

10 of the Corporate Governance

Code of Listed Companies (the

Code), published by the Spanish

Comisión Nacional del Mercado de

Valores (CNMV). which states that

the Board of Directors of a listed

company must approve a policy

aimed at promoting an appropriate

composition of the Board that is

both concrete and verifiable, and

ensures that appointment or re-

election proposals are based on a

prior analysis of the competences

required by the Board, favouring

diversity of knowledge, experience,

age and gender. This policy also

addresses Principle 11 of the Code

which requires that at least 40%

of the Board members are female,

thus reaffirming the Company’s

strong commitment to promoting

gender diversity, and takes into

account applicable regulations,

the Company’s internal rules and

the best international corporate

governance practices, including the

guidelines issued by supervisory

authorities, including the CNMV. In

the event that, owing to it having

a small Board, the percentage was

to fall below 40% this would be

addressed in upcoming election

cycles.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 103

Composition, succession and evaluation

Board skills, experience

and knowledge

An effective Board requires the

right mix of skills and experience.

The Board is a diverse and effective

team focused on promoting the

long-term success of the Company

for the benefit of all stakeholders.

The Directors’ biographies are

available on pages 89 to 90.

Following a review of Directors’

skills and experience, the chart

below provides an overview of their

skills and experience following that

review as at 30 September 2025.

Training

Tailored induction programmes

were put in place for all the new

Non-Executive Directors who

joined the Board during the year.

These included visits to the main

operational locations, meetings

with the Senior Management

Team and information about the

key areas of the business. Further

details are contained on page 117 of

the Nomination Committee Report.

Ongoing continuing training

and education is available to all

Directors to enable them to fulfil

their responsibilities as Directors

and to develop their understanding

of the business.

Having regard to the short period

of time between the Company

listing on the Spanish Stock

Exchange on 13 February 2025

and its financial year end, and the

current members of the Board

having been in place for less than a

year, the Board did not consider it

of value to carry out a performance

evaluation process of the Board

and its Committees prior to the

publication of this Annual Report.

The Company has not therefore

complied with Principle 18 of

the Code in the period under

review. In line with the HBX Board

Regulations which contemplate

the need for an annual review of

the Board and its committees’

performance, an agreed approach

to evaluation will be developed

and implemented before the

end of financial year 2026, and

annually thereafter. This will

include consideration of whether

it is appropriate to carry out an

externally facilitated evaluation

process.

0 100908070605040302010

Board expertise coverage (%)

Fintech & Financial Services

Data Analytics & AI

ESG & Sustainability

Marketing & PR

Risk Management & Audit

Travel & Hospitality

Corporate Governance

Commercial & Strategy

Finance & Capital Markets

HR & Org Culture

Legal & Regulatory

Technology / IT

M&A & Venture Capital

71%

86%

57%

86%

100%

Board and Committee

evaluation and

effectiveness

Under the Principle 18 of the Code,

there is an annual requirement

for an evaluation of the Board and

its Committees to monitor their

performance and the effectiveness

of their activities and the quality

of their decisions. This evaluation

is conducted through a formal

performance evaluation which

considers the work of the Board

and its Committees. In line with

the Code, this evaluation should be

externally facilitated at least once in

every three years.

‘Fair, balanced and

understandable’

The Annual Report as a whole,

aims to be ‘fair, balanced and

understandable’ by providing

an accurate, complete, reliable,

transparent and truthful

presentation. It provides

information sufficient to enable

shareholders to assess the Group’s

position and performance, business

model and strategy. The Audit and

Risk Committee considered, on

behalf of the Board, whether the

“fair, balanced and understandable”

statement could properly be

given on behalf of the Directors.

The Committee considered the

associated assurance processes

(as set out on page 111) and

provided a recommendation to the

Board that the fair, balanced and

understandable statement could

be given on behalf of the Directors.

Based on this recommendation,

our Board is satisfied that it has

met this obligation.

A summary of the Directors’

responsibilities in relation to the

Financial Statements is set out on

page 147. The report of the external

auditors on pages 148 to 155

includes a statement concerning

their reporting responsibilities.

HBX Group Board’s skills & experience

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 104

Composition, succession and evaluation

Audit and Risk Committee report

The Report outlines the

Committee’s key role in

HBX Group governance

of overseeing risk

management, internal

controls, financial and

non-financial reporting,

compliance and internal

and external audit.

Carla Stent

Chair, Audit and Risk Committee

Dear Shareholder

On behalf of the Audit and Risk

Committee, I am pleased to

present the Committee’s inaugural

Report for the year ended 30

September 2025. The Report

outlines the Committee’s key

role in HBX Group governance

of overseeing risk management,

internal controls, financial and non-

financial reporting, compliance

and internal and external audit.

This report highlights the key

matters considered in 2025 and

how the Committee fulfilled its

responsibilities to ensure the

integrity and reporting compliance

of the 2025 Annual Report. Since

the IPO, the Committee has held

four scheduled meetings. A detailed

record of the Committee’s activities

can be found on the following

pages. As Committee Chair, I

regularly engaged with Committee

members, management and the

internal and external auditors

throughout the year.

The Committee focused its efforts

on assessing the effectiveness

of the Group’s internal controls

and further embedding the

risk management processes. It

has also concentrated on IT and

cybersecurity, with regular updates

to review the implementation

of the Group’s Finance

Transformation project, in which a

new finance IT operating model is

being introduced.

The Committee has overseen the

roll out of the Risk Management

Framework more formally this year,

including the process of testing the

mitigating controls to reduce the

gross risk and this will be extended

and embedded during 2026. For

the time being, the Committee

has used alternative measures

of assurance, such as complaints

and incident management, to

corroborate the more subjective

assessment and calibration of the

remaining residual risk.

As a further priority for 2026, the

Committee will continue to focus

on the monitoring and execution

of Group’s compliance programme

and controls, supported by Internal

Audit.

I hope this report provides you with

a clear and informative overview of

the Committee’s activities in 2025,

and the plans for 2026.

Finally, I would like to thank the

members of the Committee, the

Senior Management Team, Internal

Audit, Compliance team and PwC

for their continued commitment,

open discussions and valuable

contributions to the Committee’s

work throughout the year.

Carla Stent

Chair, Audit and Risk Committee

25 November 2025

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 105

Audit and Risk Committee report

Role and

Responsibilities of

theCommittee

The Audit and Risk Committee

role is to provide oversight of

the Company’s financial and

narrative reporting statements

to monitor the effectiveness of

systems of internal control and risk

management; and to monitor the

integrity of the Group’s external

and internal audit processes

and the Group’s framework of

governance, whistleblowing

and fraud systems, having due

regard to listing and regulatory

requirements, as well as oversight

of the Company’s Group policies.

The terms of reference of the

Committee sets out its duties and

responsibilities which include:

• Monitoring the preparation,

submission, review and

assessment of the integrity

of the Group’s financial and

narrative statements, along

with formal announcements of

the Group’s performance and

significant financial reporting

issues and judgements

which they may contain, and

recommending these for

approval by the Board.

• Reviewing the Group’s internal

financial, operational and

compliance controls and

enterprise risk management

framework and system, and

considering Group policies

for identifying and assessing

risks and arrangements for

employees to raise concerns

(in confidence) about possible

improprieties while ensuring

appropriate safeguards are in

place.

• Ensuring compliance with

accounting standards and

policies, and reviewing and

challenging the application of

such standards and policies and,

if unsatisfied, reporting its views

to the Board.

• Reviewing and reporting to

the Board any significant

financial reporting issues and

judgements within the Group’s

financial statements;

• Reviewing for approval by

the Board the Company’s

going concern statement and

providing advice to the Board on

how the Company’s prospects

have been assessed, taking into

account the company’s position

and principal risks.

• Monitoring the preparation

and integrity of non-financial

information and the control and

management systems for non-

financial risks.

• Reviewing and reporting to

the Board on the economic

conditions and accounting

impact of any planned

structural changes or corporate

transactions, before they are

approved.

• Reviewing internal control and

risk management systems on

a regular basis, so policies and

systems are effectively applied

and principal risks are properly

identified, managed and

disclosed.

• Ensuring the existence and

effectiveness of the Group’s

Internal Controls over financial

reporting (IFCR), ensuring the

financial controls are relevant

and robust, and provide

sufficient assurance regarding

the accuracy and reliability

of financial reporting and

the preparation of financial

statements.

• Supervising the internal audit

function and monitoring its

independence and efficacy.

• Managing the selection and

engagement of the external

auditor.

• Assessing and mitigating

threats to the external auditor’s

independence, and preparing a

report each year on whether this

independence is compromised.

• Receiving and reviewing reports

from the Company’s External

Auditors, monitoring their

effectiveness and independence

and making recommendations

to the Board in respect of their

remuneration, appointment and

dismissal. Overseeing policies on

the engagement of the External

Auditors for the supply of non-

audit services and assessing

whether non-audit services

have a direct or a material

effect on the audited financial

statements.

• Reviewing and approving

the annual internal audit

programme and discussing

the findings of any

internal investigations and

management’s response.

• Receiving regular information

from the external auditor on

the progress and findings of the

audit programme.

• Overseeing compliance

with the Company’s general

communication policy which

regulates the communication

of economic and financial,

non-financial and corporate

information, including

communications with

shareholders, investors, proxy

advisors and other stakeholders.

• Overseeing compliance with the

Company’s ESG policies, and

monitoring compliance with

the Company’s code of conduct

and corporate governance

framework as set out in Group

Governance Manual.

• Advising the Board on whether

the Annual Report and Accounts

provide the information

necessary for shareholders

to assess the company’s

performance, business model

and strategy.

• Annually reviewing the

Committee’s Terms of

Reference, which are available

on the company’s website at

www.hbxgroup.com

• Reporting to the Board on how

it has discharged its duties.

The Committee has an open

dialogue throughout the year

with the Head of Internal Audit,

the Group Governance Risk &

Compliance & Data Protection

Director and the External Auditors

in order to raise challenges

and questions to support

understanding while sharing

experience and an independent

perspective.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 106

Audit and Risk Committee report

Committee Membership and Committee Meetings

The Committee currently consists of two Independent Non-Executive Directors, Carla Stent who is Chair of the

Committee, and Sabine Bendiek, and one Proprietary Director, Matthew Sabben-Clare, who were all appointed to

the Committee on 13 February 2025.

The Committee’s terms of reference which can be viewed on the Company’s website

www.hbxgroup.com, require the Committee to consist of at least three members. All members of the Committee

must be Non-Executive Directors; its Chair must be an Independent Non-Executive Director, while more than half

of the members must also be independent, as defined by the Code. All members meet the requirements set out in

the Committee Terms of Reference.

The Code stipulates that the Committee, as a whole, shall have competence relevant to the sector in which the

Company operates. All Committee members have past employment experience in either finance, accounting or

technology roles and have knowledge of financial reporting and/or international businesses. As such the Board

is satisfied that the Committee, as a whole, has the competence relevant to the business sector. At least one

Committee member should have recent and relevant financial experience and Carla Stent meets this requirement

as she was previously deputy Chief Financial Officer at Barclays plc and is a qualified chartered accountant.

The Committee is also required to meet as often as required to fulfil its

responsibilities, but at least four times each year to coincide with key

dates in the financial reporting and audit cycle. The Committee met

four times during the year, with the Committee members’ attendance

for the period being set out in the table below. Committee meetings

usually take place prior to a Board meeting. The activities of the

Committee and any matters of particular relevance are reported by the

Committee Chair to the subsequent Board meeting.

Committee member Attendance

Carla Stent (Chair) 4/4

Sabine Bendiek 4/4

Matthew Sabben-Clare 4/4

Attendance at each meeting comprises the Committee members,

the Company Secretary who is secretary to the Committee and the

Chair, the CFO, the General Counsel, the Head of Internal Audit, Group

Governance Risk & Compliance & Data Protection Director, the External

Auditor PwC and other senior members of the finance team also

routinely attend meetings as required at the request of the Committee.

There is time available at each meeting for the Committee to discuss

matters with key individuals such as the External Auditor and the Head

of Internal Audit and the Group Governance Risk & Compliance & Data

Protection Director, without members of management being present.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 107

Audit and Risk Committee report

Audit & Risk Committee Activities During the Year

Key activities included:

Key Areas

Financial Reporting

External Audit

Risk Management and Internal Controls

• Reviewed the interim results, including the material judgements and estimates and

the Q1 and Q3 Trading Updates

• Received and considered reports from the External Auditors on the half-year review

• Reviewed the Financial Statements, announcements and other financial reporting

matters, including guidance, and the approval of the interim results, Q3 trading

update announcement and the review of the 2025 Annual Report

• Assessed the External Auditor’s independence, objectivity and effectiveness

• Considered and recommended to the Board the re-appointment of the

ExternalAuditor

• Considered External Auditor fees and terms of engagement

• Reviewed and approved the Non-Audit Services Policy

Internal Audit

Other

• Approved the annual Internal Audit plan and approach for 2026, including its

alignment to the principal risks, emerging areas of risk, coverage across the Group and

continuing review of the Group’s processes and controls

• Monitored and reviewed the Internal Audit effectiveness and independence of the

Internal Audit function including consideration of key Internal Audit reports, and the

implementation of Internal Audit recommendations

• Reviewed Internal Audit reports issued during the year and the status of

implementation of recommended corrective actions

• Approved the Internal Audit Charter

• Reviewed and approved the 2024 ESG Report and Modern Slavery Statement

• Approval of Key Governance Policies

• Reviewed the Committee Terms of Reference

• Approved Committee annual calendar and agenda planning

• Reviewed Annual Business Continuity Plan

• Monitored the Company’s risk register, including the identification and assessment of

the Group’s principal and emerging risks and movement in such exposures

• Reviewed the effectiveness of the Group’s Enterprise Risk Management Framework

and system and internal control systems

• Considered responses, and their timeliness, to audit findings and recommendations

for control improvements

• Reviewed the risk management and internal controls disclosures in the half-year

accounts and the Annual Report

• Considered reports on the Whistleblowing Policy and Procedures including an

analysis of investigations undertaken during the year

• Received regular reports on the Finance Transformation Project which is the

introduction and implementation of a upgraded enterprise resource planning system

(ERP) including the implementation plan, and reviewed the key challenges and risks

of the project

• Received regular reports on the Internal Controls Assurance of the Group

• Received updates on and assessed the potential impact of material litigation

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 108

Audit and Risk Committee report

Financial reporting

Financial reporting and significant financial judgements and estimates

The Committee has received reports from management outlining the significant accounting and financial reporting matters and judgements in respect of the financial statements and how these

were addressed. These areas have been discussed with the external auditors to ensure the Group reaches appropriate conclusions and provides the required level of disclosure. The significant

issues considered by the Committee in respect of the Annual Report are set out below. For each area, the Committee was satisfied with the accounting and disclosures in the Annual Report.

Significant matters for the year

ended 30 September 2025

The Committee’s review and conclusion

Impairment of goodwill and

other intangible assets

At 30 September 2025, management performed a detailed assessment to identify whether there was any impairment of goodwill and other

intangible assets. The Committee considered the Group’s process in determining whether any asset, covered within the scope of IAS 36

Impairment of Assets, requires impairment. The key judgement is in relation to assessing the carrying value of goodwill and other intangible assets

principally related to the achievability of the Group’s forecasts, which underpinned the valuation process.

The Committee also reviewed other underlying assumptions to the “value in use” calculation, including long term growth rates and the weighted

average cost of capital. The external auditor challenged the difference between the value in use assessment and market capitalisation in discussion

with management and the Committee. This was further analysed with management, and the Committee were satisfied that this was due to a

combination of volatility, investor sentiment and illiquidity of the Group’s shares, and not an indicator of impairment. Management agreed to

include additional disclosure in the notes to the financial statement for transparency.

The Committee concluded that the assumptions made, conclusions reached, and disclosures given were appropriate.

Going concern

The Committee reviewed management’s assessment of going concern, comprising both a base case and a downside scenario derived from the

Group’s latest forecasts, and considering the Group’s principal risks, including the latest macroeconomic environment and trading outlook. The

assessments included detailed profit and loss account and cash flow forecasts with leverage projections.

The Committee reviewed and challenged the underlying assumptions in both scenarios and were satisfied that a robust assessment had been

performed

The Committee concluded that management had conducted a robust assessment, and recommended the going concern statement and related

disclosures for inclusion in the Annual Report.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 109

Financial reporting

Significant matters for the year

ended 30 September 2025

The Committee’s review and conclusion

Revenue recognition

The Committee considered the inherent risk of fraud that exists in revenue recognition and the potential for fictitious entries to be recorded. As

the Group operates as an agent for most activities, revenue recognised comprises the Total Transaction Value (TTV) minus total transaction costs,

in addition to other adjustments such as customer and supplier rebates. These adjustments require the application of both judgement and

estimation.

The Committee discussed with management and the external auditor how these estimates were calculated and the specific areas where

judgement was required, considering the potential impacts of changes in estimates.

The Committee concluded that the control environment is sufficiently robust to mitigate the inherent risk of fraud. The Committee concluded

that the Group had adopted a robust methodology to the calculation of adjustments to revenue, principally in relation to customer and supplier

rebates, and that the disclosure in relation to revenue recognition and the associated judgements and estimates were appropriate.

Impairment of investments

in subsidiaries, intercompany

balances and associate

The Committee reviewed management’s assessment of the carrying value of investments, with particular focus on indicators of impairment

and the appropriateness of valuation methodologies applied. Additionally, management presented their assessment on the recoverability of the

amounts due from subsidiaries to the Company.

The Committee considered the assumptions used in discounted cash flow models, including future cash flow projections, discount rates, and

sensitivity analyses. Discussions were held with management and the external auditor to evaluate the reliability of the assessment. For the

Company’s investment in subsidiaries, the Committee considered the disparity between the market capitalisation and the valuation exercise and

concluded that the valuation remained robust.

At 30 September 2025, management concluded that the slower than anticipated profit growth in the Group’s associate, PerfectStay, was an

indicator of impairment and consequently an assessment for impairment was performed. Management explained the basis of the calculation

of the recoverable amount, the inputs used and the impact of sensitising key inputs. The external auditor and the Committee challenged the

assumptions adopted and concluded they were satisfied that there was not a likely scenario which would result in a material impairment.

The Committee is satisfied that the impairment assessments performed were reasonable and that the disclosures in the financial statements

provide a fair and transparent view of the judgements involved.

Financial reporting and Internal Controls over Financial Reporting (ICFR)

Management is responsible for establishing and maintaining adequate internal controls over financial reporting (ICFR). These are designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external reporting purposes. The Group’s ICFR monitoring is mature and well embedded across the Group. No unremediated

weaknesses which could materially impact the integrity of the financial statements were identified during the year.

The financial reporting internal control system covers the financial reporting process and the Group’s process for preparing consolidated accounts. It includes policies and procedures which require

the following:

• the maintenance of records that, in reasonable detail, accurately and fairly reflect the Group’s transactions;

• reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with International Financial Reporting Standards;

• reasonable assurance regarding the prevention or timely detection of unauthorised use of the Group’s assets;

• specific disclosure controls and procedure around the approval of the Group’s Financial Statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 110

Financial reporting

Fair, balanced and

understandable assurance

framework

The Board recognises that it is best

practice to ensure that the Annual

Report as a whole, aims to be ‘fair,

balanced and understandable’

by providing an accurate,

complete, reliable, transparent and

truthful presentation. It provides

information sufficient to enable

shareholders to assess the Group’s

position andperformance, business

model and strategy.

The key elements of the assurance

framework for the assessment by

the Committee were as follows:

• the process by which the Annual

Report was prepared, including

detailed project planning and a

comprehensive review process;

• review of the drafting and

verification processes for

the Annual Report by the

Committee;

• comprehensive reviews

undertaken by the Executive

Directors, members of the

Executive Committee and

other members of senior

management comprising the

Annual Report and Accounts

drafting team to consider

content accuracy, regulatory

compliance, messaging and

balance;

• the review of the Annual Report

and Accounts by the Audit

and Risk Committee placing

reliance on the experience of the

Committee members;

• reports prepared by senior

management regarding critical

accounting judgements,

estimates and key financial

areas; and

• discussions with, and reports

prepared by, the External Auditor.

The Committee received

confirmation from management

that the assurance framework

had been adhered to for

the preparation of the 2025

AnnualReport.

The Committee provided a

recommendation to the Board

that the fair, balanced and

understandable statement could

be given on behalf of the Directors.

External Auditors

Oversight of External Audit

The Committee oversees the work

undertaken by PwC. PwC were

appointed as External Auditors

to the Company’s predecessor’s

company with effect from

2017. Shareholders are due to

consider PwC’s reappointment

at the Company’s AGM on the

10February2026.

The Committee’s responsibilities

include making a recommendation

on the appointment,

reappointment and removal and

remuneration of the External

Auditor. The Committee assesses

the qualifications, expertise,

resources and independence

ofthe External Auditors and the

effectiveness of the audit process.

The Committee Chair and the

Committee have also had regular

contact with the external audit

partner outside of Committee

meetings without the presence

ofmanagement.

During the period, the Committee

approved the external audit plan

as well as the proposed audit fee

and terms of engagement of PwC

for FY25. It has reviewed the audit

process and the quality of the

audit delivery and the quality and

experience of the audit partners

engaged in the audit, and has also

considered the extent and nature

of challenge demonstrated by the

External Auditor in its work and

interactions with management.

The Committee has considered

the objectivity of the auditor

including the nature of other work

undertaken for the Group as set

out below.

Independence and

re‑appointment of the

External Auditor

The Committee reviewed the

independence and objectivity

of the External Auditor during

the year and confirmed that

it considers PwC to remain

independent. The External

Auditor is required to rotate

the audit engagement partner

every five years. The current

engagement partner, Radek

Vik, began his appointment at

the commencement of the 2023

financial year.

Based on the Committee’s

recommendation, the Board

is proposing that PwC be

reappointed to office at the AGM

on 12 February 2026.

Non-audit services

The Committee recognises that

the independence of the External

Auditors is an essential part of the

audit framework and the assurance

that it provides. The Committee

adopted a policy which sets out

a framework for determining

whether it is appropriate to

engage the Group’s auditors for

permissible non-audit services and

for pre-approving non-audit fees.

Theoverall objective of the policy

is to ensure that the provision

of non-audit services does not

impair the External Auditor’s

independence orobjectivity.

Thisincludes, but isnot limited

to,assessing:

• any threats to independence

and objectivity resulting from

the provision of such services;

• any safeguards in place to

eliminate or reduce these

threats to a level where they

would not compromise the

auditor’s independence and

objectivity;

• the nature of the non-audit

services; and

• whether the skills and

experience of the audit firm

make it the most suitable

supplier of the non-audit service.

• the fee to be incurred for non-

audit services, both for individual

non-audit services and in

aggregate, relative to the Group

audit fee; and

• the criteria which govern the

compensation of the individuals

performing the audit, if any.

The approval of the Committee

must be obtained before the

External Auditor is engaged to

provide any permitted non-audit

services. For permitted non-

audit services that are clearly

trivial, the Committee has pre-

approved the use of the External

Auditor for cumulative amounts

totalling no more than €250,000

on the approval of the Chief

Financial Officer and Chair of

the Committee. During FY25 the

Company’s External Auditor was

engaged to provide permitted

non-audit services in relation to the

IPO . The Committee considered

the nature and level of non-audit

services provided by the External

Auditor and was satisfied that the

objectivity and independence

of the External Auditor was not

compromised by the non-audit

work undertaken during the year.

Details of the fees paid to the

External Auditor during the

financial year can be found in note

6 to the Financial Statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 111

Financial reporting

Internal controls and

risk management

The Board is ultimately responsible

for the Group’s system of internal

controls and risk management

and it discharges its duties in this

area by determining the nature

and extent of the principal risks

it is willing to accept in achieving

the Group’s strategic objectives

(the Board’s risk appetite); and

challenging management’s

implementation of effective

systems of risk identification,

assessment and mitigation. The

Risk Management Framework was

rolled out more formally this year,

including the process of testing the

mitigating controls to reduce the

gross risk and this will be extended

and embedded during 2026.

The Committee is responsible

for reviewing the effectiveness

of the Group’s internal control

framework and risk management

arrangements. The system of

internal controls is designed to

manage rather than eliminate

the risk of not achieving business

objectives and can only provide

reasonable and not absolute

assurance against material

misstatement or loss.

Details of the Group’s risk

management process and the

management and mitigation of

principal risks together with the

Group’s going concern statement

can be found in the Risk section

on page 79 and the Financial

Statements on page 161.

The Board, through the

Committee, has carried out a

robust assessment of the principal

risks facing the Group and agreed

the nature and extent of the

principal risks it is willing to accept

in delivering the Group’s strategy

(the Board’s risk appetite). It has

considered the effectiveness of

the system of internal controls in

operation across the Group for

the period covered by the Annual

Report and up to the date of its

approval by the Board. This review

covered the material controls,

including financial, operational

and compliance controls, and risk

management arrangements.

ERP – A project commenced in

2025 to replace a number of the

Group’s core finance systems

with a new Enterprise Resource

Planning (ERP) system to enhance

the underlying controls, drive

process efficiencies and improve

client and supplier functionalities.

Phase 1 of the project has been

completed and the Phase 2

discovery phase is under way.

Control environment

Internal control framework

The internal control framework is

built upon established entity-level

controls which include mandatory

training in relation to the Group’s

Code of Conduct. The Group

defines its processes and ways of

working through documented

standards and procedures which

guide the way the Group operates.

The key HBX Group corporate

policies include the following areas:

• Code of Conduct

• Ethics Channel Policy

• Conflicts of Interest Policy

• Supplier Code of Conduct Policy

• Anti-Slavery & Human

Trafficking Policy

• Anti-Bribery and Anti-

Corruption Policy

• Anti Money Laundering Policy

• Business Gifts, Hospitality,

Donations and Sponsorship

Policy

• Sanctions Policy.

There are established procedures

for the delegation of authority to

ensure that decisions are made

at an appropriate level within the

business dependent on either

the magnitude or nature of the

decision. In particular, access to

the Company IT systems and

applications is provided subject

to formal access provisioning

processes with the objective being

to limit access, as appropriate,

to enable an individual to

perform their role and to enforce

appropriate segregation of duties

within business processes.

On joining the Group all

employees are provided with

the Standards of Corporate

Conduct policies and are asked

to confirm that they have read

and understood them. Existing

employees are required to

annually re-certify that they

have read and understood these

policies.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 112

Financial reporting

Enterprise risk

management framework

and system

The Group continues to strengthen

the control environment by

embedding the Enterprise Risk

Management Framework and

System. A summary of the key risk

management activities undertaken

by the Group is included within the

Risk Report on pages 81 to 83.

The Internal Audit and Risk

Management function is

responsible for administering

the Enterprise Risk Management

Framework and System and for

providing independent assurance

to the Board, the Committee and

senior management.

The Group has developed its three

lines of defence assurance model

with the objective of embedding

effective risk management and

control throughout the business

and providing assurance to the

Board and the Committee of the

effectiveness of internal control

and risk management across the

organisation.

The vision and mission for the

Internal Audit function was

approved by the Committee under

its Internal Audit Charter, which

is consistent with the Institute of

Internal Auditors guidance. The

Charter is subject to annual review

and approval by the Committee.

The Internal Audit function

provides independent, objective

assurance and advice to the

Board, the Committee and senior

management on whether the

existing control and governance

frameworks are operating

effectively to meet the Group’s

strategic objectives and to help the

Company identify and mitigate any

potential control weaknesses and

identify any emerging risks.

Head of Internal Audit reports

to the General Counsel with an

independent reporting line to

the Committee Chair. The Head

of Internal Audit provides regular

reports to the Committee on

the function’s activities, which

detail significant audit findings,

progress of and any changes to the

internal audit plan and updates

on agreed management actions

to rectify control weaknesses.

Where appropriate the Head of

Internal Audit will provide a deep

dive into an issue where either the

Committee has requested more

information, or the Head of Internal

Audit considers it pertinent.

The Committee assesses the

effectiveness of the Internal Audit

function on an annual basis.

To ensure that it is meeting its

objectives, the Internal Audit

function has an annual work

plan comprising risk-based

cyclical audits, reviews of risk

mitigation plans and assessments

of emerging risks and business

change activity, together with

work mandated for compliance

purposes. Prior to the start of the

new financial year, the audit plan

for 2026 was approved by the

Committee and the Committee

will monitor progress against the

plan in the coming year, as well as

whether the plan remains focused

on the evolving key risks facing the

business. Such reviews will consider

any changes to risk registers,

current hot topics and emerging

risks in the industry as well as

changes based on engagement

with the business.

Confidential reporting

and whistleblowing

The Group has established

procedures to ensure there is

an appropriate mechanism for

employees, and suppliers to report

any concerns regarding suspected

wrongdoing or misconduct. The

“Ethics Channel” policy sets out the

procedures for raising concerns

in strict confidence. This policy is

made available to all employees

and contractors on joining the

business and is included within

the employee handbook, as

well as being published on the

Group intranet and employee

noticeboards. There is also annual

mandatory training on this policy.

Any concerns raised are managed

by the Governance Risk and

Compliance Director and

investigated with support from

Human Resources and/or Legal

teams depending on the nature

of the concern. The workforce can

raise concerns through their line

manager, senior management and

through a third-party managed

global hotline and an online

confidential reporting tool and a

mobile telephone application to

facilitate reporting of concerns.

This hotline provides for global

confidential reporting, where

required. The investigation reports

are received and reviewed by the

Chief Executive Officer, the General

Counsel, the Director of HR and

the Chair of the Committee. The

investigation outcomes, significant

findings and status are reported to

the Committee on a regular basis,

with all significant whistleblowing

matters being reported directly to

the Board.

Committee performance

evaluation

Under the Code and the

Committee’s Terms of Reference,

the Committee is required to

evaluate it’s performance each

year, with this evaluation being

externally facilitated every three

years. For the reasons outlined at

page 104 of the Governance Report

no evaluation of the Committee

was undertaken this year.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 113

Financial reporting

Nomination Committee report

The role of this

Committee is crucial

in guaranteeing

that we have a

Board equipped

with the appropriate

mix of skills and

capabilities...

Sabine Hansen Peck

Chair, Nomination Committee

Dear Shareholder

On behalf of the Nomination

Committee, I am pleased to

present the Committee’s first

Report for the year ended 30

September 2025. The Report

details the role of the Committee

and describes how the Committee

has carried out its responsibilities

during the year.

The role of this Committee is

crucial in guaranteeing that we

have a Board equipped with

the appropriate mix of skills and

capabilities, as well as a senior

management team that can

effectively implement and deliver

the Company’s strategy.

Since the IPO, the Committee

has reviewed the Board’s skills

matrix and identified the relevant

skills and attributes for future

appointments in line with the

company’s strategic objectives and

the needs of the Board and the

business.

The Committee has also considered

the composition of the Board and

succession planning for the Board

and the senior management

positions which is a key focus for

the Committee together with the

improvement of Board diversity.

The Committee is progressing the

development of the Company’s

diversity strategy and framework

guided by the HBX Group Board

of Directors Selection and Diversity

Policy and is confident that the

Board will continue to meet the

female representation targets set

out in the Code.

I look forward sharing further

progress in 2026.

Sabine Hansen Peck

Chair, Nomination Committee

25 November 2025

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 114

Nomination Committee report

Role and

Responsibilities of

the Committee

The Committee’s role is to provide

oversight of the leadership needs

of the business, both Executive

and Non-Executive, with a view

to ensuring the continued ability

of the Company to compete

effectively in the marketplace,

to implement the strategy and

achieve the Company’s objectives.

The Committee takes into account

the challenges and opportunities

facing the Company and the

skills, experience and knowledge

required for the future.

Key Responsibilities

The terms of reference of the

Committee sets out its duties and

responsibilities which include:

• Regularly reviewing the size,

structure and composition of

the Board and of its committees

to ensure they have the proper

balance of skills, experience,

independence, and diversity,

and making recommendations

to the Board on any changes

required to meet current and

future needs, keeping in mind

the strategic direction of HBX

Group.

• Ensuring plans are in place for

Directors and senior executives

for the orderly succession to

Board and senior management

positions, including CEO and

Chair.

• Overseeing the development

of a diverse talent pipeline

for succession, taking into

account the challenges and

opportunities facing the

Company, and the future skills,

expertise and knowledge

required at Board and senior

management level in the future.

• Reviewing the leadership needs

of the organisation (Executive

and Non-Executive), with a view

to ensuring the organisation can

continue to compete effectively

in the marketplace.

• Identifying and nominating

candidates to fill Board

vacancies for approval by the

Board, approving changes

to the Executive Team, and

ensuring that the procedure for

appointing Directors is formal,

rigorous, transparent, objective,

merit based and has regard for

diversity.

• Overseeing performance

evaluation for the Board, Board

committees and individual

Directors; ensuring that

this evaluation is externally

facilitated at least once every

three years.

• Reviewing the Non-Executive

Directors’ time commitment,

independence and external

appointments, and the annual

performance evaluation results

relating to the composition of

the Board.

• Making recommendations

to the Board regarding

the membership of Board

committees and the

independence of Non-Executive

Directors. Keeping under

review potential conflicts

of interests of Directors

disclosed to the Company and

reviewing annually any conflict

declarations by the Directors

and any conflict authorisations

granted by the Board.

• Making recommendations

to the Board regarding the

proposed re-appointment by

shareholders of each Director,

having due regard to their

performance, ability and

contribution to the Board in

light of their skills, experience

and knowledge, retiring at any

AGM.

• Annually reviewing the

Committee’s terms of reference,

which are available on the

Company’s website at

www.hbxgroup.com

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 115

Nomination Committee report

Committee Membership

and Committee

Meetings

The Committee currently

consists of three Independent

Non-Executive Directors, Sabine

Hansen-Peck who is Chair of the

Committee, Sabine Bendiek and

Carla Stent, and two Proprietary

Directors, Jonah Enbar and

Matthew Sabben-Clare, and

Richard Solomons, who is currently

a Non-Executive Director.

The Committee’s terms of

reference, which can be viewed

on the Company’s website

www.hbxgroup.com, require that

the Committee must consist of at

least three members. All members

of the Committee must be Non-

Executive Directors; its Chair must

be an Independent Non-Executive

Director, while more than half

of the members must also be

independent, as defined by the

Code.

As Richard Solomons was deemed

not for the time being to be

independent upon appointment

to the Board by the Spanish

Regulator, CNMV, only 50% of the

members of the Committee are

independent and therefore it will

not be in compliance with the

Committee’s terms of reference or

the Code until February 2026.

The Committee is also required to meet as often as required for its

proper functioning, but at least twice a year. The Committee met twice

during the year, with the Committee members’ attendance for the

period being set out in the table below. Committee meetings usually

take place prior to a Board meeting. The activities of the Committee

and any matters of particular relevance are reported by the Committee

Chair at the next Board meeting.

Committee member Attendance

Sabine Hansen Peck (Chair) 2/2

Sabine Bendiek 2/2

Jonah Enbar 2/2

Matthew Sabben-Clare 2/2

Richard Solomons 2/2

Carla Stent 2/2

Attendance at each meeting comprises the Committee members,

the Company Secretary who is secretary to the Committee and at the

request of the Committee, the Chief Executive Officer, General Counsel,

Chief Human Resources Officer, and other members of the senior

management team and external advisors who may be invited to attend

all or part of any meeting, as and when appropriate.

Nomination Committee

Activities During the Year

• Reviewed the size, structure and composition of the Board and

Board succession with regards to the needs of the business

• Reviewed Executive Committee succession planning and talent

mapping

• Reviewed and refined the Board Skills Matrix

• Considered the Directors’ Conflicts of Interests Register and the

independence status of Independent Non-Executive Directors

• Reviewed Composition and Board Succession planning

• Reviewed the Committee’s Terms of Reference

• Reviewed and Approved the Committee’s forward agenda

programme for 2025/26

• Reviewed and Approved the Nomination Committee report for

inclusion in the 2025 Annual Report

• Approval of CEO’s appointment to a Non-Executive role at Rapyd

1. The Group’s Directors’ Selection and Diversity Policy was not reviewed by the

Committee during the year, as recommended by the Spanish Good Governance

Code, as this was approved at the time of the IPO The Committee will review

this on an annual basis.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 116

Nomination Committee report

The induction includes but

is not limited to face-to-face

meetings with Board members

and the Senior Management

Team as appropriate, briefings

on the Company’s strategy,

investor relations, Board and

Company policies, processes

and procedures and training on

the role of a director of a listed

company. All new directors are

also provided with access to the

Company electronic Board paper

system which provides easy

and immediate access to all key

governance documents, including

Board and committee papers, and

terms of reference.

In addition, new Directors also

undertake site visits to enhance

and develop their understanding

of the business and the workforce.

Where appropriate, new directors

also meet with institutional

investors, the Company’s External

and Internal auditors and

remuneration consultants.

Continuing training and education

opportunities are available to

all Directors to support the

fulfilment of their individual duties

or collective Board role and to

develop their understanding of

the business. The arrangements

are overseen by the Company

Secretary and can be internally or

externally facilitated. Directors are

also encouraged to participate in

seminars and events hosted by

external organisations in different

sectors to keep abreast of broader

societal trends, expectations and

Board and Committee

Composition

Board Composition

The founding members of the

Board, Richard Solomons, Chair,

Nicolas Huss, CEO, Jonah Enbar

and Matthew Sabben-Clare, were

all appointed to the Board on 25

November 2024 by Cinven Capital

Management (V) General Partner

Limited and the Canadian Pension

Plan Investment Board, the then

owners of the Company.

Ahead of the IPO in February

2025, after a rigorous selection

and recruitment process, Sabine

Bendiek, Sabine Hansen Peck

and Carla Stent joined Hotelbeds

Group Limited, the predecessor

of the Company, as designate

independent non-executive

directors should the IPO proceed.

The Committee retained a

specialist search firm, Egon

Zender, to conduct a wide-ranging

Independent Non-Executive

Director search. Egon Zender was

not engaged by the Company

for any other purpose during

2024. The brief, which was in line

with the Board’s composition

and diversity principles, was

to identify candidates with

relevant experience in the travel

industry, technology, finance and

accounting, and a track record

in either an executive or non-

executive capacity, combined with

board-relevant qualities and skills.

These factors were considered

critical to support the Company

in its future ambitions as well as

to meet its aims relating to Code

compliance and diversity.

Board Committee

Composition

The composition of the Company’s

Board committees is designed

to ensure that there is alignment

between skillset and specific

Committee responsibilities and

therefore prevent undue reliance

on the capacity of any one Director

and to comply with recognised

guidance including the Code. There

were no changes to the Board

Committees following a formal

review by the Committee.

The membership of the Audit

and Risk and Remuneration

Committees are currently

compliant with the Terms

of Reference of each of the

Committees and the Code. The

Nomination Committee is not

compliant as 50% (rather than

a majority) of its members are

independent.

Director Induction

Following appointment, all

Directors receive a comprehensive

and tailored induction programme

which is designed through

discussion with the Chair and

the Company Secretary having

regard to existing expertise and

their Board committee roles.

issues with a view to developing

broader perspectives and insights

and developing wider debate

within Board discussions.

Succession Planning

The Board has a duty to ensure the

long-term success of the Company,

which includes ensuring that it

has a steady supply of talent for

executive positions and established

succession plans for Board

positions. Throughout the year the

Committee reviewed and assessed

the composition of the Board and

its aggregate skills, experience

and knowledge and the current

and future needs of the Board.

The Committee will continue to

consider the Group’s succession

planning on a regular basis to

ensure that any further changes to

the Board are proactively planned

and co-ordinated.

The Committee monitors the

development of the Senior

Management Team to ensure

that there is a diverse supply of

senior executives and potential

future Board members with

appropriate skills and experience.

In 2025 the Senior Management

Team was strengthened by the

appointment of David Ansellem as

Chief Distribution Officer, Daniel

Nordholm as Chief Information

Officer, overseeing Product, Tech

and Data, in addition to Fintech,

and Stéphanie Fougou as General

Counsel. Xabier Zabala will become

Chief Sourcing and Operations

Officer. Their biographies and those

of the other members of the Senior

Management Team can be found

on pages 91 to 92.

The Senior Management Team

considers the adequacy of the

Group’s succession plans below

the Board through the Chief HR

Officer who provides updates to

the Committee.

Conflicts of Interest

andIndependence

Each Director has a statutory duty

to disclose any actual or potential

conflict of interest situations for

consideration and approval by the

Board as they arise. The Committee

is responsible for reviewing

the procedures for assessing,

managing and, where appropriate,

recommending the approval of any

conflicts of interest to the Board.

These procedures are supported by

an annual conflict’s authorisation

process, whereby the Committee

reviews the Directors’ Conflicts

of Interest Register and seeks

confirmation from each Director

of any changes or updates to their

position.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 117

Nomination Committee report

Prior to the approval of this Report,

the Committee has reviewed all

situational conflicts of interest

that the Board has authorised

and concluded that the potential

conflicts had been appropriately

authorised and no circumstances

existed which would necessitate

that any prior authorisation be

revoked or amended, and that the

authorisation process continued to

operate effectively during the year.

In the light of the above process,

the Committee reviewed the

independence of each Non-

Executive Director and was

satisfied that all Independent

Non-Executive Directors remain

independent under the definition

in the Code. Furthermore, the

Committee was also satisfied

as part of this process that each

of the Non-Executive Directors

commits sufficient time to fulfil

their Board responsibilities.

Additional safeguards to support

Director independence of thought

and judgement include meetings

between the Chair and the Non-

Executive Directors, without the

Executive Directors being present,

to discuss areas relevant to the

operation and performance of

the Board and the Company,

and separate and clearly defined

roles for the Chair and the Chief

Executive.

Committee Performance

Evaluation

Under the Code and the

Committee’s Terms of Reference,

the Committee is required to

evaluate its performance each

year, with this evaluation being

externally facilitated every three

years. For the reasons outlined on

page 104 of the Governance Report,

no evaluation of the Committee

was undertaken this year.

Diversity and Inclusion

The Board acknowledges that

the Board’s perspective and

approach can be greatly enhanced

through diversity. There is also

a recognition that to deliver the

Company strategy it is important

to promote a high-performing

culture, characterised by a diverse

and inclusive workforce.

Diversity and inclusion bring new

ideas and fresh perspectives which

fuel innovation and creativity, and

therefore the need to actively

work to attract, retain and develop

employees to improve our talent

pipeline (further information can

be found on pages 103 and 117).

The Board recognises that

a diversified Board brings

constructive challenge and fresh

perspectives to discussions. The

Committee considers diversity, in

its widest sense (and not limited to

gender), during Board composition

reviews and the development

of recruitment specifications in

connection with appointment of

new board members.

In formulating the new Board of

Directors Selection and Diversity

Policy at the time of the IPO, the

Board had due regard to the

provisions of the Code. Accordingly,

it was agreed that the Board

intends to maintain a balance,

so that 40% of Board members

(not subject to significant

shareholder appointments) are

women, provided this is consistent

with the prevailing skills and

diversity requirements of the

Company as and when seeking

to appoint a new Director. This

policy will be reviewed annually

by the Committee to ensure full

compliance with the policy.

Consequently, under the Board of

Directors Selection and Diversity

Policy, as at the date of this Report,

there are three women out of

seven Board members (being the

one Executive Director and four

Non-Executive Directors (including

two Proprietary Directors), thereby

comprising 43% of the Board.

It is acknowledged that the Company needs to do more in the area of

diversity including in relation to the senior management positions of the

Company, and this will be a continued focus for the Committee.

Board Gender Diversity

Directors as at 30 September 2025

Average Age of Board

Board Composition

Male Female

40-50 years old

Average Age – 56 years

50-60 years old

60-70 years old

Executive Directors

Independent

Non-Executive Directors

Chair

Proprietary

Non-Executive Directors

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 118

Nomination Committee report

Remuneration Report – Chair statement

• Annual Report on Remuneration

– This provides details of how

the current remuneration policy

was implemented for FY25 and

how the Committee intends

to implement the proposed

remuneration policy for FY26.

• CNMV form – Directors’

remuneration disclosures

prepared in accordance with

Spanish legislation.

The remuneration policy in force

during FY25 was approved at

Admission and applies until

the 2026 AGM. The Directors’

Remuneration Policy section

describes the proposed FY26 policy,

which will be put to a binding

shareholder vote at the Company’s

AGM in February 2026. The Annual

Report on Remuneration will

be subject to an advisory vote at

theAGM.

The Directors’ Remuneration

Report covers FY25 from the date

of IPO (12 February 2025). However,

the remuneration of the Chair of

the Board and the CEO is reported

from 11 February 2025, the date

of completion of the Company’s

reorganisation, whereby the

entity that both directors were

remunerated and contracted

by, came under the HBX Group

International plc holding company.

Context to policy design

HBX Group is a UK incorporated

company and is subject to UK

corporate law. The UK legal regime

regarding Directors’ remuneration

disclosure is similar to that of Spain,

therefore to the extent appropriate,

HBX Group is presenting a

consolidated report responding to

both UK and Spanish remuneration

reporting requirements. The

Directors’ Remuneration Report

is submitted in a free format and

includes the Statistical Annex

according to the CNMV form,

which is also available at the HBX

Group and CNMV websites.

As HBX Group is Spanish listed,

HBX Group intends to follow

Spanish governance best practices.

The current remuneration

policy was designed by the

Remuneration Committee prior to

IPO. In designing the remuneration

policy, the Remuneration

Committee undertook an

extensive review of Spanish and

European remuneration and

governance practices. In addition,

the Remuneration Committee

engaged with key executive and

non-executive stakeholders, and

considered the remuneration

arrangements of the wider

workforce in designing the

remuneration policy. As part of this

review, the Committee reviewed

HBX Group’s long-term business

strategy, to construct a policy

that would motivate and reward

achievement of HBX Group’s long-

term growth ambitions and create

shareholder value.

The Committee was pleased to

receive the support of shareholders

for the current policy along with

the broader Company proposition

at IPO. The policy was formally

approved by the Remuneration

Committee at its first meeting

following the IPO.

...the intent is to

create a direct

and tangible link

between incentive

measures and

strategic business

priorities...

Sabine Hansen Peck

Chair of the Remuneration

Committee

Dear Shareholder

As Chair of the HBX Group

Remuneration Committee, I am

pleased to present the Directors’

Remuneration Report for the year

ended 30 September 2025, the

Group’s first since its admission

to the Stock Exchanges of Madrid,

Barcelona, Bilbao and Valencia in

February2025.

This Directors’ Remuneration Report

includes the following five sections:

• This introductory letter

which summarises the key

remuneration decisions

made by the Remuneration

Committee in respect of the

period under review.

• Remuneration at a glance –

This summarises our proposed

remuneration policy and

provides an overview of its

intended implementation

forFY26.

• Directors’ Remuneration Policy

– This sets out the parameters

of the remuneration policy that

we intend to operate for 3 years

from the date of its approval at

the 2026 AGM.

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Remuneration Report

The proposed remuneration policy

contained in this report broadly

reflects the policy outlined in the

IPO prospectus, with some minor

adjustments to reflect UK reporting

regulations and to further align

the policy with Spanish market

practices. The Committee

took care to ensure that the

Remuneration Policy can provide

the Remuneration Committee with

sufficient flexibility to operate over

the next three years.

The proposed remuneration

policy is intended to form a

bridge between the pre-IPO CEO

remuneration pay-mix and market

typical arrangements amongst

Spanish and European listed

companies.

Alignment of incentives

to strategy

With the intent to create a

direct and tangible link between

incentive measures and strategic

business priorities, the Committee

identified the following key

measures for use in the FY25

incentives.

• Annual bonus: Revenue,

Adjusted EBITDA and

Ecosystem revenue – reflecting

the significance of top-line

growth, operational profitability

and expanding HBX Group’s

value proposition across

the travel ecosystem, to the

Group’s strategy. In addition,

Net Promoter Score and ESG

measures were selected due

to the importance of customer

and employee satisfaction,

sustainability and employee

volunteering to our culture

andvalues.

• Long-term incentive plan:

Cumulative Revenue, Operating

Free Cash Flow Conversion,

Relative Total Shareholder

Return (TSR) ranking and

ESG for the performance

share awards, reflecting the

importance of sustainable

growth to long-term value

creation and alignment with

shareholder interests.

The Committee regards these

measures as key to the successful

execution of HBX Group’s strategy

and considers that they reflect the

priorities of the Company following

IPO. Further information about

the measures and targets set for

the FY25 incentives is provided on

pages 132 to 133.

Performance context

HBX Group started trading as a

listed company on the Spanish

Stock Exchanges on 13 February

2025, following the successful

IPO of the Company’s shares with

€748m raised for the Company

and its shareholders. HBX Group’s

IPO marks a new chapter in our

mission to connect a vast network

of suppliers and distributors within

the highly fragmented leisure

travel sector.

2025 highlighted the durability

of our business model amid a

shifting and often difficult external

landscape. We performed ahead

of the market and sustained solid

profitability, with total transaction

value (TTV) increasing by 8%,

revenue rising 5% in constant

currency, and on Adjusted EBITDA

margin of 60%. Throughout the

year, we remained focused on

executing our commercial strategy

and advancing our four core pillars:

technology, data, people, and

products. Our commercial and

operational execution supported

our position as a key marketplace

for travel industry stakeholders.

Our approach to CEO

remuneration in FY25

As disclosed in the listing

prospectus, the CEO’s base salary

was set at €700,107 forFY25.

Due to the targets not being met

for the year the Committee has

determined that no bonus will pay

out for FY25.

None of the LTIP awards granted

subsequent to IPO were eligible to

vest in respect of FY25.

Full details of the remuneration

payable to Directors and the basis

for its determination are set out on

pages 138 to 141.

Legacy award details

As disclosed in the listing

prospectus, prior to IPO, a

number of Directors and senior

management participated in

incentive plans that vested at

admission and ceased to operate.

The CEO and Chair, along with 51

key Group employees, participated

in an Additional Incentive Bonus

which was conditional upon

Admission to the Spanish Stock

Exchanges prior to Q2 2025, and

continued employment up to the

IPO. As these conditions were met,

the CEO and Chair were eligible for

the award, the details are set out on

page131 and on page 134.

The Chair of the Board, along

with other members of senior

management, participated in a

Management Incentive Plan which

was subject to a minimum return

target; Admission before the end

of 2025; and continued service. The

Chair was also participant in an

Exit Bonus plan which was subject

to Admission. Both plans paid out

at Admission, details of the Chair’s

awards are set out on page 134.

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Remuneration Report

Our approach to CEO

remuneration for FY26

As disclosed in the IPO prospectus,

the Committee set out its intention

to increase the CEO’s base

salary in FY26 (from €700,107 to

€850,000). However, in May 2025,

the Committee accepted the

CEO’s proposal not to proceed

with this increase. The CEO’s

recommendation was based on a

range of factors, including external

market conditions. The Committee

welcomed the CEO’s proactive

decision. Consequently, no increase

will be applied to the CEO’s base

salary for FY26.

Benefits and savings plan

contributions will be provided

in line with the proposed

remuneration policy.

The bonus plan for FY26 will

be subject to five metrics:

Revenue (30%), Adjusted EBITDA

(30%), Operating Free Cash

Flow Conversion (15%), Net

Promoter Score (15%) and ESG

Index comprising of employee

volunteering, CSRD compliance

and employee-Net Promoter Score

(E-NPS) (10%). For FY26, Operating

Free Cash Flow Conversion has

replaced Ecosystem Revenue to

provide better financial alignment.

The targets will be disclosed in

next year’s report, as they are

considered by the Committee to

be commercially sensitive. The

maximum bonus opportunity for

the CEO for FY26 remains 314%

of salary.

The second LTIP award cycle to be

granted for FY26 will be based on

Relative Total Shareholder Returns

(30%), Cumulative Revenue FY26-

FY28 (30%), Adjusted Free Cash

Flow (30%) and ESG: percentage

of sustainable products available

in HBX Group platform (10%). The

maximum award will remain

300% of salary. The Committee is

still in the process of agreeing the

precise targets which will be set

prior to grant and full details will

be disclosed at the latest in 2026

Directors Remuneration Report.

As detailed in the IPO prospectus,

the CEO is subject to a 200% of

salary shareholding guideline.

This guideline has already been

met therefore no holding period

will apply to LTIP awards vesting

to the CEO during the life of this

policy, provided that the guideline

continues to be met.

Conclusion

The Committee is committed to

an open and transparent dialogue

with our shareholders. Our

engagements with you this year

have been highly valuable, and we

will continue to use your feedback

to ensure our remuneration

strategy remains aligned with

shareholder’s long-term interests.

We look forward to continuing

our engagement with you on our

remuneration arrangements in the

months and years ahead, and we

welcome any feedback on our first

Directors’ Remuneration Report.

Together with the rest of the

Board, I look forward to welcoming

you at the Company’s AGM in

February 2026 and hope to receive

your support for HBX Group’s

remuneration arrangements.

Sabine Hansen Peck

Chair of the Remuneration

Committee

25 November 2025

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Remuneration Report

Remuneration at a glance

Fixed Pay

Base salary €700,107 (no increase vs FY25)

Pension 10% of base salary contributed to Savings Plan

Benefits Company car allowance, life and medical insurance

Annual bonus

Quantum Maximum 314% of base salary

On-target 157% of base salary

Metrics and

weightings

30% Revenue

30% Adjusted EBITDA

15% Operating Free Cash Flow Conversion

15% Net Promoter Score (NPS)

10% ESG Index (employee volunteering, CSRD Compliance and E-NPS)

Bonus results are subject to an Individual Performance Rating multiplier

that may adjust the bonus outturn to between 0% and 200% of the

formulaic outcome within the maximum limit of 314% of salary.

Threshold EBITDA must be met for any bonus to pay out

Operation 100% delivered in cash following the year end

Clawback and malus provisions apply

Performance Share Plan

Quantum limits Maximum 300% of base salary

On-target 200% of base salary

Threshold 140%

of base salary

Metrics and

weightings

30% Relative Total Shareholder Return

30% Cumulative Revenue FY26–FY28

30% Adjusted Free Cash Flow Conversion

10% ESG: percentage of sustainable products available in HBX Group

platform

Operation 3-year performance period

3-year holding period until the share ownership guideline is met

Clawback and malus provisions apply

1. If all objectives meet minimum threshold performance; lower if some objectives are below threshold.

2. Adjusted Free Cash Flow comprises Operating Free Cash Flow, as defined in Alternative performance

measures, adjusted for non-operating cash flows divided by Adjusted EBITDA.

Share Ownership Guidelines

In-employment

guideline

Executive Directors are expected to build and hold a shareholding in HBX

Group shares of 200% of salary within 5 years of the date of appointment.

Implementation of the Executive Remuneration Policy for the CEO in FY26

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Remuneration Report

Directors’ Remuneration Policy

This part of the report sets out our Directors’ Remuneration Policy. This policy will be subject to

a binding shareholder vote at the 2026 AGM and will apply to payments made from the date of

approval.

Executive Director Remuneration Policy Table

The following table summarises how each element of the Executive Director Remuneration

Policy will operate.

Base salary

Purpose and alignment to business strategy Opportunity

To provide fixed remuneration that recognises the market

value of the role and the individual’s skills, experience,

and performance to ensure the business can attract and

retain talent.

There is no prescribed maximum

annual increase. Increases will

generally be aligned to or below

salary increases received by other

Company employees.

However, as with all employees, the

Committee may make increases

above this level where appropriate,

for example, where stepped or

one-off increases are made to bring

a recently appointed executive’s

salary up to targeted market

levels, an increase in the scope

or responsibilities of the role, an

increase to the size and complexity of

the business, or to reflect an increase

in market pay levels.

Base salary levels are reviewed in the

context of the potential value of the

total remuneration package.

Operation Performance measurement

Salary levels are reviewed and if it is considered

appropriate, increased, on an annual basis.

Base salary shall be paid in 12 equal monthly instalments,

proportional to the period of services within the year.

There is no performance

measurement, however, individual

and corporate performance is

considered as part of the salary

review process.

Long-term savings schemes (Pension)

Purpose and alignment to business strategy Opportunity

To enable Executive Directors to prepare for their

retirement and to enhance the market competitiveness

of the total remuneration package.

An annual gross contribution equal

to 10% of base salary.

Operation Performance measurement

Executive Directors benefit from a savings plan

implemented through an insurance policy.

N/A

Benefits

Purpose and alignment to business strategy Opportunity

To provide a market-competitive level of benefits

to Executive Directors and to assist them in the

performance of theirroles.

A maximum cost to the Group

of€65,000.

However, the Remuneration

Committee, in consultation with

the Chair of the Board may provide

benefits above this amount if

deemed necessary, including as a

result of an increase in the cost of

thebenefits.

Operation Performance measurement

Benefits may include: Company car, life and disability

insurance, health insurance, accommodation allowance,

D&O insurance policy and any other benefits as approved

by remuneration committee.

In addition, the Company shall reimburse verified

expenses incurred by the executive in undertaking their

role, which are not considered remuneration.

N/A

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Remuneration Report

Annual bonus

Purpose and alignment to business strategy Opportunity

To reward the delivery of challenging strategic

andfinancial annual targets linked to HBX Group’s

long-term strategy.

The maximum opportunity for

the Chief Executive Officer is 314%

of salary. For on-target bonus

performance 50% of the maximum

bonus is earned. Payment for

threshold performance commences

from 0% of maximum.

Operation Performance measurement

Bonus measures and weightings are reviewed and

setannually to ensure that they continue to support

ourstrategy.

Performance is assessed over the financial year.

Payoutsare made after the end of the financial year,

normally in cash.

The Committee retains the discretion to adjust the size

of the bonus payout, if it is not deemed appropriate in

the context of individual and corporate performance. Any

exercise of discretion will be within the opportunity limits

of the plan and disclosed in the Annual Report for the

following period.

Malus and Clawback terms apply.

Measures may include financial and

non-financial goals, linked to the

group’s annual objectives. Financial

metrics, which may include, but are

not limited to, measures of revenue,

profit, or cash, will represent at least

75%.

Non-financial goals may include

strategic goals, including, but not

limited to environmental, social, and

governance-related measures and

individual contributions.

Modifiers may be used to adjust the

outcome of the bonus within the

opportunity limits of thepolicy.

Long-term incentives (LTIPs)

Purpose and alignment to business strategy Opportunity

To retain and incentivise Executive Directors to deliver

long-term value creation for shareholders through

delivery of challenging financial and strategic targets.

To support Executive Directors to build individual

shareholdings and increase alignment withshareholders.

The maximum annual LTIP

opportunity is set at 300% of salary.

Target opportunity level will be no

more than 200% of salary. No more

than 70% of the target award will be

earned for achievement of threshold

performance. There is a straight-line

earnings schedule between these

points. There will be no payout below

threshold performance.

Operation Performance measurement

Executive Directors are eligible for annual participation

in the LTIP which was approved by the Board of Directors

before IPO and has a total duration of 5 years. It is divided

into 3 independent and overlapping grant cycles, each,

except the first cycle, with a measurement period of 3

years, according to the following calendar:

• First Cycle: from Admission until 30-Sep-27.

• Second Cycle: from 1-Oct-25 to 30-Sep-28.

• Third Cycle: from 1-Oct-26 to 30-Sep-29.

The LTIP will normally be a share-based scheme, though

awards may be settled in cash or a combination of cash

and shares.

Vested awards are released after the end of the

performance period subject to achievement of targets,

however, where the shareholding guideline has not yet

been met, shares are subject to an additional holding

period of 3 years.

The Committee retains the discretion to adjust the

number of units that vest (within the limits of the policy

and plan rules) if it considers it appropriate in the context

of individual and corporate performance, and such other

factors as the Committee deems relevant.

Malus and Clawback terms apply.

Vesting of awards will be subject to

two or more performance measures.

Metrics may include, but are not

limited to:

• a growth measure (e.g., net

revenue growth, operating profit

growth, etc.);

• a measure of efficiency (e.g.,

operating margin, cumulative

free cash flow, return on invested

capital, etc.);

• a measure of the Company’s

performance in relation to

its peers (e.g., relative total

shareholder return); and,

• a measure relating to ESG

(environmental, social, or

governance) priorities.

Financial metrics will represent at

least 60%.

Employment shareholding guidelines and post-cessation

shareholding guidelines

Purpose and alignment to business strategy Opportunity

To encourage Executive Directors to build meaningful

shareholdings and to align the Executive Director’s

interests with those of shareholders.

Executives Directors are expected to

build and hold a shareholding in HBX

Group shares of 200% of salary within

5 years of the date of appointment.

Operation Performance measurement

Until Executive Directors reach the shareholding

guideline they are expected to retain the shares delivered

under the Company’s variable remuneration schemes

(net of acquisition costs and tax) for at least three years

from the settlement of the awards.

The Remuneration Committee may vary the application of

the shareholding guidelines in exceptional circumstances.

N/A

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 124

Remuneration Report

Notes to the Executive

Director’s Remuneration

Policy Table

Payments from existing

awards

Remuneration arrangements that

may not be in line with the terms

of this remuneration policy will be

allowed to continue in line with the

terms originally agreed, provided

they were agreed: i) prior to an

executive joining the board and

being unrelated to Board duties,

and/or ii) prior to this policy taking

effect.

Incentive awards granted prior to

the introduction of this policy will

continue to operate in line with the

terms agreed at grant.

Minor changes

The Committee reserves the right

to make minor changes to the

remuneration policy (e.g. to reflect

changes to statutory or accounting

requirements, or minor changes to

regulation) without obtaining prior

shareholder approval.

Performance measurement

& selection of performance

metrics

Performance measures are

selected based on their importance

and alignment to the business

strategy. The Committee

are also mindful of selecting

straightforward metrics that

provide ongoing line of sight to

participants.

Careful thought is given to

selecting an appropriate balance

of measures that motivate the

right behaviours and encourage

sustainable growth.

We seek to set realistic yet

stretching performance targets

and take into account a range

of factors when setting targets,

including our strategic goals, past

performance, analyst forecasts,

governance guidelines and market

practice.

Malus and Clawback

provisions (applies to annual

bonus and LTIP awards)

The executive will forfeit all or part

of his rights during the vesting

period of any variable components

of remuneration (malus) and

undertakes to proportionally repay

to the Company any variable

remuneration already paid during

the three years following the

payment date (clawback) if any of

the following events occur:

Restatement of the individual or

consolidated annual accounts

of HBX Group, when it results in

non-compliance, or compliance in

a lower degree, with the objectives

that have been set for the accrual

of such variable remuneration

(except where the restatement

is due to changes in accounting

standards or a change in the

auditors’ interpretation of those

standards).

When the company’s external

auditor makes qualifications in its

report that imply non-compliance,

or compliance to a lower degree,

with the objectives set for the

variable remuneration schemes.

Gross inaccuracy or material

misstatement of results from

the Company’s individual or

consolidated annual accounts or

an error assessing the performance

conditions or underpin that

results in the award or vesting to

a greater degree than would have

been the case had the material

misstatement or results, or error

not occurred.

Serious and negligent breach

by the Executive Director of the

duties of loyalty, diligence, or

good faith, the internal code of

conduct, or any other obligations

undertaken by his office or other

internal requirements or imposed

as beneficiary of the variable

remuneration.

There has been an event that

has caused material reputational

damage for the Company and/or

the Group as a result of a negligent

or wilful action of the Executive

Director.

Material loss for the Company

and/or the Group as a result of a

negligent or wilful action of the

Executive Director.

In any event, the variable

remuneration that the Executive

Director may receive shall only be

settled if it is sustainable according

to the Group’s situation and if

justified based on the Company’s

and Group’s results.

Any decision on applying malus

and clawback would be a matter

for the Remuneration Committee.

That includes the decision on

whether these circumstances that

could eventually trigger a malus

or clawback clause apply, and, if

any, the percentage of the rights

or the gross amount of the variable

remuneration to be reduced or

refunded as the case may be

and also the means by which

malus and/or clawback will be

implemented.

Adopting measures related

to the staff categories whose

professional work has a

significant impact on the

Company’s risk profile

The Remuneration Committee

supervises the examination,

analysis and application of the

remuneration policy of the

professionals whose work could

have a significant impact on the

Company’s risk profile.

Variable remuneration, which is not

guaranteed, is only payable after

the date that the relevant annual

accounts have been drawn up,

once the achievement level of the

operating and financial objectives

can be determined.

The Remuneration Committee

considers the quality of the

results in the long-term and any

associated risk in the evaluation

process of variable remuneration.

The design of the Long-Term

Incentive Plan grants, with three-

year cycles, implies an interrelation

with the results in each year,

therefore acting as an alignment

catalyst with the Company’s

long-term interests and cautious

decision-making.

The Remuneration Committee

is composed of three members,

one of whom is also member of

the Audit and Risk Committee.

The fact that some Directors are

members of these two Committees

ensures that the risks related

to remuneration are taken into

account in the discussions held

by both Committees and in their

proposals submitted to the Board,

both in the determination and

assessment process of the annual

and multi-year incentives.

According to the Remuneration

Policy, the Remuneration

Committee retains the discretion to

adjust the size of the bonus payout,

if it is not deemed appropriate

in the context of individual and

corporate performance.

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Regarding the measures required

to avoid conflicts of interest by

the directors, the HBX Group

Regulations of the Board of

Directors include a series of

obligations related to its duties of

loyalty and to avoid situations of

conflict of interest. Moreover, the

Remuneration Committee’s terms

of reference mean that it has to

ensure that potential conflicts

of interest do not diminish the

independence of the external

advice provided to them.

CEO additional shareholding

requirement – one off

arrangement

The current CEO incumbent is

subject to lock-up arrangements

(subject to certain limited

exceptions) during a period of

12 months from Admission over

the Company’s shares held at

Admission as well as over any

other acquired during this period,

including those derived from

the settlement of remuneration

schemes.

This lock-up arrangement will only

apply for the first 12 months of

listing only and will not apply to any

new executive board members.

Differences between the

policy for directors and

employees

The remuneration provided to

Group colleagues is guided by the

same overall philosophy. Details are

set out on page 128.

Committee Discretion

All discretions available under the

annual bonus and LTIP rules will be

available to the Committee except

where explicitly limited by this

policy.

This includes (but is not limited

to) decisions in relation to the

timing of grants and payments;

participation in the plan; the size

of award grants and payments –

including reducing or increasing

vesting levels as the Committee

determines appropriate; the choice

of metrics, weightings and targets;

the status of leavers and the extent

and timing of vesting at cessation.

Adjustments may also be made

to the operation of the plan for

overseas participants.

The Committee retains the

discretion to make appropriate

adjustments to share awards in the

case of a variation of share capital

or other corporate event, where the

Committee consider that this may

impact the value of awards.

In exceptional circumstances,

the Committee may amend the

performance metrics and targets of

awards if an event occurs which the

Committee considers makes the

original terms of the plan materially

more or less challenging. Any

adjustment would be to make the

award no more or less challenging

to achieve than the original

conditions.

Pay benchmarking

In determining and assessing

the competitiveness of pay,

the Remuneration Committee

undertake regular benchmarking

exercises. Pay is compared to

companies of a similar financial

size to HBX Group and to

companies operating in similar

sectors in both Spain and across

Europe. The peer group used

will be reviewed regularly for its

continued suitability.

Recruitment policy

The Company’s approach to new

director appointments is that

remuneration should be set in line

with the Remuneration Policy.

When determining the base

salary level of a new executive, the

Committee will consider the skills

and experience of the candidate,

their individual circumstances,

the salary level of the incumbent

and remuneration market data for

similar roles at similar companies

to HBX Group.

When making external executive

appointments, the Committee may

consider it necessary compensate

the executive for incentives

forfeited from a previous employer

(e.g. a buy-out award).

Buy-out awards will generally

be made with reference to the

form, terms and conditions of the

forfeited incentive. The Committee

will seek to arrive at a fair estimate

of the quantum of awards forfeited

using the information available

and will seek to pay no more than

is necessary. The Committee may

also consider it necessary to grant

“sign on” awards. The Committee

has the discretion to determine

the form, size, conditions and

terms of buy-out or sign on awards.

Any buy-out awards made will be

disclosed in the following year’s

Directors’ Remuneration Report.

Buy-out award sizes are not subject

to the limits of the remuneration

policy and may utilize share plans

that are not shareholder approved.

In some instances, one-off costs or

fees incurred by the new director

in relation to recruitment may be

paid by HBX Group, including but

not limited to relocation costs and

tax and accounting fees. These

one-off costs are not within the

limits of the benefits cap included

in the remuneration policy.

If an internal candidate is

promoted to the Board, legacy

terms and conditions would

normally be honoured, including

pension entitlements and any

outstanding incentive awards.

Incentive awards made in the

first year of appointment may be

subject to different performance

measures and targets as the

Committee considers appropriate.

Excluding any buy-out or sign on

awards, the maximum variable pay

limit for the year of recruitment

is 614% of base salary, typically

comprised of a 314% maximum

bonus and a 300% maximum LTIP

The Committee retains the

discretion to amend the ongoing

policy on a temporary basis if it

is necessary to make an interim

appointment.

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Executive Director Service Contracts

Executive Director Contract duration

Nicolas Huss Indefinite, subject to 6 months’ notice from the Executive or 3

months’ notice from the Company.

The key terms of the current CEO’s contract are set out below. It is envisaged that any future

executive board member’s contract will have equivalent arrangements.

Term

The contract is indefinite and will remain in effect as long as the executive

remains an Executive Director and remains in their role.

Exclusivity

The provision of services agreed with the executive is performed on an

exclusive and full-time basis. This means that during the term of the

contract the executive will not (without the Board of Directors’ prior

consent) be directly or indirectly engaged, concerned, or interested in any

business activity, trade, or occupation.

Notice period

The period of notice is the following under these events of termination:

• Resignation of the Executive Director at least six months before the

termination date.

• Unilateral decision of the Company without cause, at least three

months before the termination date.

In case of total or partial non-compliance with such notice period, the

executive or the Company, respectively, shall be obliged to pay the Fixed

Remuneration amount corresponding to the time that has not been

completed within such period.

Details of severance payment terms and related covenants are set out in the Leaver

remuneration policy section. The CEO’s contract is available for inspection upon request at the

Company’s registered offices.

Leaver remuneration policy

The table below sets out the policy with regard to executive leavers.

Severance

payment

None for the termination of the executive’s service agreement with the

Company.

Notwithstanding this, the executive shall be entitled to compensation

only in case the service agreement is terminated at the will of the

Company without cause (if, at the same time, the Top Management

Employment Contract is also terminated). In such event, the executive

will be entitled to a severance payment amounting to seven days of

Fixed Remuneration per year of service capped at a maximum amount

equivalent to six months of Fixed Remuneration.

This limit is set well below the two times the annual fixed remuneration

established as the maximum termination payment under the Spanish

Governance Code.

The corresponding severance shall include and absorb any other

indemnity to which the executive may be entitled under the applicable

legal regulations.

On termination of the service agreement, any outstanding awards under

the Annual Bonus, particularly the PSP, will be treated according to the

relevant plan rules.

In general terms, where an executive leaves for reasons including

retirement, death, disability, termination by the Company without

cause (redundancy) or by the executive on a prior serious breach of its

contractual obligations by the Company (“Good Leaver events”), the

executive shall maintain the proportional right to receive any variable

remuneration awarded (Annual Bonus or PSP), pro-rated for the period of

service during the corresponding performance period. The Annual Bonus

award or PSP units will vest on the original vesting date (subject to the

relevant performance measures being met) and are typically payable at

the usual payment date unless the Remuneration Committee decides

otherwise in consultation with the Chair of the Board.

Where the executive leaves for any other reason, they shall forfeit the right

to any award or payment.

Non-compete,

non-

solicitation,

and

antipoaching

covenants

Contracts provide post-contractual non-competition, non-solicitation,

and antipoaching covenants for 12 months after termination to be paid at

the end of each month, until the earlier of the end of the 12 months or a

material breach by the executive.

The executive would be entitled to receive remuneration for these post-

contractual covenants, payable after the termination of the contract, of

an amount equivalent to 100 % of the Fixed Remuneration for the period

referred to in the previous paragraph.

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Illustrations of application of remuneration policy

The chart below provides an indication of the level of remuneration that may be payable to the

CEO during the term of this remuneration policy in a range of different performance scenarios.

Remuneration principles and philosophy

Our remuneration policy has been constructed taking into account Spanish market and

governance best practices and UK disclosure requirements. The remuneration policy of all

directors is based on the following principles:

Transparency: to align with Spanish corporate governance and best practices, and to enhance

understanding and trust amongst all stakeholders.

Prudent and efficient risk management: balanced incentives with targets set at an

appropriately challenging level. Committee consideration of short and long-term risk issues

when assessing the vesting of incentives and making base pay decisions.

Competitiveness: enables HBX Group to attract and retain the talent required to successfully

execute the strategy whilst abiding by the philosophy of paying no more than is necessary.

Pay for performance: a significant part of the total remuneration for executive directorsis

variable and subject to the achievement of financial, business, and sustainability objectives.

Motivating and rewarding the strategy, interests, and long-term sustainability of the

Company: Long-term value creation for shareholders and pay for performance remain at

the heart of our Remuneration Policy. The long-term variable remuneration is designed to

align with shareholders’ interests and promote sustainable value creation by tying rewards

to the Company’s long-term performance, share value, and governance safeguards such as

shareholding guidelines and malus/clawback clauses.

Fixed / minimum: Include latest base salary + full year equivalent benefits figure and pension

allowance

On-target: Include fixed + On-target annual bonus (157% of base salary) + On-target vesting for

LTIP (200% of base salary)

Maximum: Include fixed + Maximum annual bonus (314% of base salary) + Maximum vesting for

LTIP (300% of base salary)

Maximum + 50% share price appreciation: As for Maximum with 50% share price appreciation

for LTIP

Fixed remuneration Annual Bonus Long Term Incentive

Minimum On-target Maximum Maximum with

+50% share price

appreciation

€ 5.1m

€ 3.3m

€ 0.8m

100% 24.4%

33.3%

42.4%

15.8%

43.1%

41.1%

13.1%

35.7%

51.2%

€ 6.2m

€ 0

€ 1m

€ 2m

€ 3m

€ 4m

€ 5m

€ 6m

€ 7m

€ 8m

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Statement of consideration of shareholder views

• The Committee considered the views of its largest shareholders and the Spanish Governance

Code into account when designing the remuneration policy prior toIPO.

Statement of consideration of employee views

• The Committee considered the pay arrangements for the wider employee group when

designing the remuneration policy, including remuneration structures and quantum. Whilst

no employees were consulted in the construction of the policy, we maintain oversight of pay

frameworks and pay decisions throughout the organisation and consider salary increases in

the context of employee salary increases.

Director remuneration in the context of colleague pay

When setting the terms of remuneration for executive directors, as described in this

Remuneration Policy, the Committee considered the pay arrangements for the wider employee

group.

The structure of the reward package of the wider workforce is based on the same principles

and philosophy as that of the executive directors, who are rewarded for how they contribute in

maintaining the strategy, interests and long-term sustainability of the Company. The following

general features apply to the remuneration policy of HBX Group’s employees:

• Transparency and pay equity: Non-discrimination is guaranteed in terms of gender, age,

culture, religion or race in implementing remuneration practices and policies. Thus, HBX

Group’s employees are rewarded consistently with their level of responsibility, leadership

and level of performance within the Company, to facilitate retention of professionals that

successfully execute the strategy and also attract the best talent.

• Pay for performance: an appropriate level of total remuneration for employees is variable

and subject to achievement of financial, business and sustainability objectives. Thus,

remuneration will increase or decrease according to the results of the business; aligning the

interests of executive directors, shareholders and stakeholders.

• Pay is considered in the context of the Group: employee remuneration structures and

quantum were considered when designing the executive remuneration policy. The

Committee oversees the pay frameworks and pay decisions throughout the Group and

considers executive salary changes in the context of employee salary increases.

These shared principles are reflected in similar remuneration characteristics:

• Total remuneration structure: HBX Group offers a fair remuneration package that is aligned

to the market based on management level and role and consists of fixed, and in some cases,

variable components, as well as saving schemes and benefits. Package values and pay-mix

are adapted to the local markets in which HBX Group operates and role circumstances.

• Type of metrics: The key performance metrics used for variable remuneration (short and long

term) are consistent with the wider company strategy and where appropriate are used at

and below board.

• Efficient risk management: the Committee has considered the size, economic situation

and market of the Company when setting remuneration levels and targets and when

making pay decisions. Risk is assessed at Company level, including provisions that mitigate

inappropriate risk taking.

Relative importance of spend on pay

The table below provides the total expenditure on employee pay and dividends payable in

respect of FY25.

FY25

€ millions

Total expenditure on remuneration 174

Dividends payable 0

1. Total employee costs as detailed on page 25 of the Financial review.

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Remuneration Report

Non-Executive Director Remuneration Policy

The following table summarises how each element of the Non-Executive Director (NED)

Remuneration Policy will operate.

Chairman and Non-executive Director fees and benefits

Purpose and link to

strategy

Operation Opportunity

To attract and

retain high calibre

individuals by offering

market competitive

fee arrangements.

NEDs receive a basic fee in respect of their

Board duties.

Further fees are paid to NEDs in respect of

Board Committees membership and Chair roles.

Also, under the Articles of Association, any

NED who performs special services that, in the

opinion of the Board, are outside the scope of

a Director’s ordinary duties may be paid such

extra remuneration by way of an additional fee,

salary, commission, or other as the Board may

determine.

NEDs are included from Admission in a

directors’ and officers’ liability (“D&O”) insurance

policy that protects the members of the Board

of Directors from liabilities incurred in their

official capacity as NEDs.

The remuneration of the NEDs does not provide

for the participation in any incentive linked

to Company performance, long-term savings

scheme, indemnities for the loss of office or

otherwise the termination of their relationship

with the Company.

Expenses incurred by the NEDs in undertaking

their role are reimbursed according to Company

policy and practices; these expenses are not

considered remuneration.

Current fee levels can

be found on page 135.

Fees are set at a level

which is considered

appropriate to attract

and retain the calibre

of individual required

by the Company.

The maximum annual

aggregate amount

payable to all NEDs

(including the Chair

of the Board) for their

performance of their

role during each

year, shall not exceed

€1,100,000.

Non-executive Director letters of appointment

NED Term Date of

appointment

to Board

Current letter

of appointment

expires

Notice

period

Richard Solomons No fixed term 25 November 2024 24 November 2027 –

Matthew Sabben-Clare 3 years 25 November 2024 24 November 2027 –

Jonah Enbar 3 years 25 November 2024 24 November 2027 –

Sabine Hansen Peck 3 years 13 February 2025 12 February 2028 –

Sabine Bendiek 3 years 13 February 2025 12 February 2028 –

Carla Stent 3 years 13 February 2025 12 February 2028 –

Other than for the Chair of the Board, whose contract has no fixed term, the appointment is

for an initial term of a maximum of three years, concluding at the Company’s Annual General

Meeting last occurring within the period of three years from the director’s date of appointment.

The Chair of the Board is otherwise subject to the same re-election or retirement provisions set

out in the Articles of Association as all other Board members.

NEDs are not entitled to indemnities for the loss of office or, otherwise, the termination of their

relationship with the Company, and no notice period is in place.

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Remuneration Report

Annual Report on Remuneration

This section provides details of

how the current remuneration

policy was implemented for FY25

and how the Committee intends

to implement the proposed

remuneration policy for FY26.

Remuneration Policy in

force in FY 25

The Remuneration Policy applied

since HBX Group’s Admission was

approved by the Board of Directors

of the Company (the “Board of

Directors” or the “Board”) at its

meeting held on February 10, 2025

and ratified by the Company’s

Remuneration Committee. The

Remuneration Policy is effective

from Admission and will be

applicable up to the AGM in

February 2026.

This Policy is available on the

Company website.

Single total figure of remuneration for the Executive Directors

The table below sets out the remuneration receivable by the Executive Directors in respect of FY25. The single figure

table includes Nicolas Huss’ remuneration from 11 February 2025 being the date of the Group’s reorganisation.

Director

Salary/ Fees

€’000

Benefits

€’000

Pension

€’000

Bonus

€’000

Long-term

incentives

€’000

Total fixed

remuneration

€’000

Total variable

remuneration

€’000

Total

remuneration

€’000

Nicolas Huss 445 23 44 0 0 512 0 512

All numbers are rounded to the nearest €1000. The comparison to the previous FY is not indicated, as FY25 was the first in which HBX Group

was listed.

1. The base salary for Nicolas Huss was set at € 700,107 for FY25. No salary increase was made at IPO.

2. The benefits for Nicolas Huss pertain to car allowance, life insurance and medical insurance.

3. Nicolas Huss benefits from a savings plan implemented through an insurance policy which provides for annual gross contributions

equivalent to 10% of base salary.

4. No annual bonus paid out in respect of the period from 11 February 2025. Details of performance against targets is set out below.

5. No LTIP award was due to vest in respect of FY25.

Upon IPO, Nicolas Huss became entitled to an Additional Incentive Bonus with a market value of €32,793,791

(at offer price of €11.30) payable for FY25.

The content of this Policy are

similar to the new Remuneration

Policy that will be submitted for

approval at the February 2026

AGM. The key difference between

the policy in force in FY 25 and the

new Remuneration Policy being

submitted for approval at the

February 2026 AGM is that the new

Remuneration Policy has been

drafted more tightly to ensure that

the incentive plan quantum limits

of the policy cannot be exceeded,

except for in limited circumstances

and as defined by the policy.

There have been no deviations

from the procedure for

the application of the FY25

Remuneration Policy at any given

time, nor have any temporary

exceptions to it been applied.

Information subject

toaudit

The information provided below

and up until the ‘Information

not subject to audit’ section is

auditable.

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Payments to past directors

No payments to past Directors were made in respect of FY25.

Payments for loss of office

No payments for loss of officer were made in respect of FY25.

FY25 Annual bonus

The Remuneration Committee considered the financial and non-financial performance outcomes relative to the

targets and determined that no bonus should be paid for FY25. A summary of performance against each metric is

set out below.

Measure Weighting

Committee assessment on

final achievement levels

Revenue 30% 11.5%

Adjusted EBITDA 30% 0.0%

Ecosystem Revenue

15% 0.0%

Net Promoter Score 15% 100.0%

ESG Index 10% 150.0%

Overall individual performance outcome based on all achievements and theRemuneration

Committee’s overall assessment and recommendation, approved by the Board 0%

1. Ecosystem Revenue = Revenue from Mobility and Experiences, Hoteltech and Fintech

Long-term incentives

No LTIP was due to vest in respect of the period under review.

Legacy incentives

As detailed in the Listing Prospectus, Nicolas Huss was eligible for an Additional Incentive Bonus which was

approved by the Board of HBG Ltd on 1 October 2024 and payable upon IPO if Admission to the Spanish Stock

Exchange occurred before the second quarter of FY 25 provided that Nicolas remained continuously employed

or under contract until Admission. The purpose of this incentive was to reward extraordinary value creation over

recent years. The gross value received by Nicolas was €32.79 million (excluding social security costs) in cash.

Nicolasreinvested a total of €16.5m into shares in the Group.

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Statement of Director shareholdings and share interests

A summary of Director share interests is set out below.

Director

Shares owned outright

on 30 September 2025

Unvested shares

subject to performance

conditions

Vested shares subject to

holding period

Shareholding

Requirement

(% salary/fee)

Current shareholding (%

of salary/ fee) Requirement met?

Nicolas Huss 1,437,538 169,435 0 200% 1476% Yes

Richard Solomons 371,695 0 0 N/A 534% N/A

Matthew Sabben-Clare 0 0 0 N/A N/A N/A

Jonah Enbar 0 0 0 N/A N/A N/A

Sabine Hansen Peck 0 0 0 N/A N/A N/A

Sabine Bendiek 0 0 0 N/A N/A N/A

Carla Stent 0 0 0 N/A N/A N/A

There has been no change in the share interests of Directors and their connected persons between 30 September and the date of this report.

None of the Directors had an interest in the shares of any subsidiary undertaking of the Company or in any significant contracts of the Group.

The Executive Directors have 5 years to meet their shareholding guidelines. The current CEO met this requirement at Admission and continues to hold shares well above the required minimum

level as of 30 September.

Share awards granted during the financial year

This table summarises the terms for share incentives awarded to Directors during FY25.

Director Type of award Date of grant

Number of

Maximum Award

as % of salary

Face value at grant

(200% of base

salary)

Threshold vesting

(% of maximum

opportunity) Performance period Vesting date

Nicolas Huss Performance Share Units 01/05/2025 169,435 300% €1,400,214 47% 12 February 2025 – 30 September 2027 30 September 2027

The values in this table are rounded to the nearest €1,000.

1. The share price used to determine the number of shares under award is the average closing price over the 30 calendar days prior to grant (1 May 2025) being €8.264. The share price on the date of grant was €7.71 (being the average

closing price for 30 April, the closest preceding trading date to grant).

2. Awards are granted as Performance Share Units (PSUs), which represent a conditional right to receive HBX Group shares at the end of the cycle, subject to performance and are set using a target value (typically a % of base salary)

and the average share price before grant. At delivery, the number of shares delivered may increase up to 150% of the original grant if performance reaches the maximum level defined in the plan objectives.

Performance conditions attached to Long-term incentive awards granted during FY25

Measure

Weighting

(% of maximum)

Threshold performance

target

Target performance

target Maximum performance target

Vesting at threshold

(as % of maximum

opportunity)

Vesting at target

(as % of maximum

opportunity)

Vesting at

maximum

(as % of maximum

opportunity)

Relative TSR (percentile ranking of

the peer group) 30% Median Linear interpolation 75

percentile 47% Linear interpolation 100%

Cumulative Revenue FY25-27 30% 2,278 million euros 2,467 million euros 2,598 million euros 47% 67% 100%

Operating Free Cashflow Conversion

30% 90% 95% 100% 47% 67% 100%

ESG

10% 13% 15% 18% 47% 67% 100%

1. Operating Free Cashflow Conversion (Cash Conversion) as detailed in Alternative performance measures.

2. ESG is assessed based on the percentage of sustainable products in HBX Group’s platform.

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Remuneration Report

Information not subject to audit

The information provided below is not auditable, unless otherwise indicated.

TSR performance graph and history of CEO pay – Auditable

The Company’s shares were admitted to the Stock Exchanges of Madrid, Barcelona, Bilbao and

Valencia in February 2025. The chart below shows performance from the IPO until

September 2025.

External appointments

• The Board is comfortable that external appointments held by the Directors do not impact on

the time that any Director devotes to the Company and there are no overboarding concerns.

Other

• Malus and clawback clauses: These clauses were not applicable in the FY25.

• During FY25, the CEO did not receive nor accrue any payment for early termination or

termination of their contracts, or advances, loans or guarantees, or payments made by

HBX Group to a third party to which the director provides services, or any other remunerative

item apart from the ones already mentioned.

• The terms and conditions of the CEO’s contract in FY25 were the same as those described in

page 127.

Non-executive single figure of remuneration table for FY25 – Auditable

The table below sets out the remuneration receivable by the Non-Executive Directors in respect

of the year ending 30

September 2025. The single figure table includes Richard Solomons’

remuneration from 11 February 2025 being the date of the Reorganisation. Sabine Hansen

Peck, Sabine Bendiek and Carla Stent were all appointed on 13 February 2025 and therefore the

remuneration for these directors is from this date.

Director

FY25

Fees

€’000

FY25

Benefits

€’000

FY25 Total

remuneration

€’000

Chair – Richard Solomons

318 0 318

Independent Director – Sabine Hansen Peck 102 0 102

Independent Director – Sabine Bendiek 101 0 101

Independent Director – Carla Stent 102 0 102

Proprietary Director – Matthew Sabben-Clare

0 0 0

Proprietary Director – Jonah Enbar

0 0 0

All numbers are rounded to the nearest €1,000.

1. For Matthew Sabben-Clare and Jonah Enbar there is no remuneration payable under their letters

of appointment.

2. Richard Solomons received c. €5.71 million under the Additional Incentive Bonus (subject to IPO), c. €1.92

million under the New MIP Top Manager program (linked to IPO and performance outcomes), and c.

€1 million as a Special IPO Bonus (also contingent on IPO and performance results). Richard Solomons

reinvested €4.3m into shares in the Group.

3. Fees for Non-executive Directors are fixed and they are not eligible for bonuses, long-term incentives, or any

other variable remuneration.

The IBEX 35 has been chosen as the comparative Index as the major index for the Spanish

exchange.

FY25

CEO single figure of remuneration €512,000

Annual bonus payout (% of maximum) 0%

LTIP vesting (% of maximum) N/A

Percentage change in Executive Directors’ remuneration

Since this is the first year of listing for HBX Group plc post IPO, no prior year comparison

is available. Please refer to the single figure table for data pertaining to the current year.

Comparative figures will be provided from FY26 onwards.

100

110

120

130

HBX Group IBEX 35

13.02.2025 31.03.2025 30.04.2025 31.05.2025 30.06.2025 31.07.2025 31.08.2025 30.09.2025

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Remuneration Report

Percentage change in Directors’ and colleague Remuneration

As this is the first year of the Group’s operation as a listed business a percentage change in remuneration has not

been included.

Implementation of Executive remuneration policy in FY26 – Auditable

• Base salary for FY26: €700,107 (no increase vs FY25)

• The bonus plan for FY26 will be subject to five metrics: Revenue (30%), Adjusted EBITDA (30%), Operating Free

Cash Flow Conversion (15%), Net Promoter Score (15%) and ESG Index comprising of employee volunteering,

CSRD compliance and E-NPS (10%). For FY26, Cash Conversion has replaced Ecosystem Revenue. The maximum

award will remain 314% of salary. The targets will be disclosed in next year’s report, as they are considered by the

Committee to be commercially sensitive.

• The maximum LTIP award for FY26 will remain 300% of salary and will be subject to four metrics: Relative Total

Shareholder Returns (30%), Cumulative Revenue FY26- FY28 (30%), Adjusted Free Cash Flow Conversion (30%)

and ESG: percentage of sustainable products available in HBX Group platform (10%). The Committee is still in

the process of agreeing the precise targets which will be set prior to grant and full details will be disclosed at the

latest in the 2026 Directors Remuneration Report.

Implementation of Non-Executive Director policy in FY26

The table below sets out the pay policy for non-executive directors for FY26.

Fees

Annual Fees for

FY 26

Chair 500,000

Basic NED Fee 110,000

Chair of Audit & Risk Committee 52,000

Chair of Remuneration Committee 52,000

Member of Audit & Risk Committee 25,000

Member of Remuneration Committee 25,000

1. The Chair of the Board does not receive any fees outside of the Chair of the Board fee.

2. Chairs of Board Committees do not receive Committee membership fees.

Remuneration Committee

Committee activities

Remuneration Committee

functions shall mainly consist of

(i) determining and designing

the Remuneration Policy for

approval by shareholders, and

overseeing and monitoring the

implementation of the policy

(ii) review and implementation of

remuneration issues relating to the

Company and the Group, including

the remuneration and main

contractual terms of executive

directors and senior managers.

(iii) reviewing workforce pay and

incentive alignment with company

strategy and culture and providing

feedback to the Board.

Committee’s main activities in

2025were:

• IPO related activities:

• Approval of IPO related

incentive payouts

• Post IPO activities:

• Approval of Committee

advisors

• Approval of Directors

Remuneration Policy

• Approval of Executive

Committee competitiveness

analysis and compensation

strategy

• Approval of remuneration

arrangements for FY26

including finalisation of

metrics and performance

targets for incentive plans

• Approval of FY25 annual

bonus payouts

Advice to the Committee

• The Committee is supported by

the HR and Reward team, the

Company Secretary and the

Finance team. No individual is

present at Committee meetings

when their remuneration is

under discussion.

• During the year, the

Remuneration Committee

received advice from Willis

Towers Watson (WTW) who

were formally appointed

in July 2025. Advice to the

Committee in the period post-

IPO included market practice

and corporate governance

guidance, advice around the

revised remuneration policy

and disclosures for which

WTW was paid €50,100 on a

time spent basis. In addition,

WTW’s broader business

provided services relating to pay

transparency and equal pay.

The Committee is satisfied

that the advice it has received

has been objective and

independent. WTW is a

member of the Remuneration

Consultants Group and as such,

voluntarily operates under the

code of conduct in relation

to executive remuneration

consulting in the UK.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 135

Remuneration Report

As such, one of the primary duties

of the Remuneration Committee

is determining, designing, and

recommending to the Board

a formal Remuneration Policy,

overseeing and monitoring

the Remuneration Policy’s

implementation and key

remuneration issues relating to the

Company and the Group, including

the remuneration and main

contractual terms of executive

directors and senior managers.

Therefore, according to the Board

Regulations, within the framework

of the Remuneration Policy and

in consultation with the Chair

of the Board, the Remuneration

Committee shall determine the

total individual remuneration

package of the executive directors.

In addition, the Remuneration

Committee shall review the

design of all share-based incentive

schemes for approval by the Board

and, where required, by the General

Meeting of Shareholders. Its duties

will include determining each year

whether awards will be made, and

if so, the overall amount of such

awards, the individual awards for

executive directors and senior

managers and the performance

targets to be used.

The Board of Directors’

remuneration functions shall

mainly consist of (i) approving the

Remuneration Policy following

a proposal of the Remuneration

Committee and proposing it for

approval by shareholders at a

General Meeting, (ii) within the

framework of the Remuneration

Policy, the Articles of Association

and the Board Regulations, setting

the precise amount to be paid

to each non-executive director

as described in section 5, and (iii)

approving the introduction of new

share incentive plans or major

changes to existing plans, to be put

for shareholder approval.

Finally, under s. 439A of the UK

Companies Act, the remuneration

policy shall be approved by

ordinary resolution of a General

Meeting of the shareholders

and shall apply for a maximum

period of three (3) financial years.

The ordinary resolution to be

considered by the shareholders

shall be a separate item on the

General Meeting agenda. On those

grounds, shareholders will be asked

to approve a new remuneration

policy at the first AGM held after

Admission, which is expected

to be broadly consistent with the

present Policy.

Composition and profiles

from the Appointments and

Remuneration Committee

Detailed information can be found on

pages 89-90

Governing bodies

involved in the process of

determining, approving

and implementing the

Remuneration Policy

Under the provisions of the

Articles of Association, the

Board Regulations, and the

Remuneration Committee’s Terms

of Reference, the General Meeting,

the Board of Directors, and the

Remuneration Committee are

the Company’s corporate bodies

involved in determining, applying,

and reviewing the Remuneration

Policy.

The Company relies mainly on

input from the Remuneration

Committee to implement the

determination, review, and

application of the Remuneration

Policy (and references to the

Remuneration Policy in this

section include any future

directors’ remuneration policy),

and it provides recommendations

to the Board of Directors on

remuneration-related matters as

necessary.

Engagement with

Shareholders

The Remuneration Committee

engaged extensively with

shareholders to inform the design

of the proposed Remuneration

Policy. This process was completed

prior to Admission, with the key

elements of the Policy outlined

in the Prospectus. The complete

Remuneration Policy, detailed on

pages 123 to 130, will be presented

for shareholder approval at the

upcoming AGM. In late 2025,

acknowledging changes in the

Company’s shareholder base since

Admission, the Committee issued

a letter to major shareholders

requesting input and feedback on

the specifics of the proposed Policy.

Statement of voting

at AGM

There is no historical voting to

disclose on Directors’ remuneration

as the 2026 AGM will be the

Company’s first as a publicly listed

company. AGM voting outcomes

will be disclosed in future reports.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 136

Remuneration Report

Annual Report on Remuneration – CNMV Statistical Annex –

Auditable

Annual report on remuneration of Directors of listed companies Statistical Annex

(established by Circular 3/2021, of September 28, of the National Securities Market

Commission, which modifies Circular 4/2013, of June 12, which establishes the annual

remuneration report models of the Directors of listed public limited companies)

Overall summary of how remuneration policy was applied during

the year last ended

B.4 Report on the results of the consultative vote at the General Shareholders’

Meeting on remuneration in the previous year, indicating the number of votes

in favour, votes against, abstentions and blank ballots:

Number % of total

Votes cast N/A N/A

Number % of votes cast

Votes against N/A N/A

Votes in favour

Blank ballots

Abstentions

C ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR

Name Type Period of accrual in year 2025

Nicolas Huss Executive Director From 11-Feb-25 to 30-Sep-25

Richard Solomons Non-Executive Chair From 11-Feb-25 to 30-Sep-25

Sabine Hansen Peck Independent Director From 13-Feb-25 to 30-Sep-25

Sabine Bendiek Independent Director From 13-Feb-25 to 30-Sep-25

Carla Stent Independent Director From 13-Feb-25 to 30-Sep-25

Matthew Sabben-Clare Proprietary Director From 11-Feb-25 to 30-Sep-25

Jonah Enbar Proprietary Director From 11-Feb-25 to 30-Sep-25

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 137

Remuneration Report

C.1 Complete the following tables regarding the individual remuneration of each director (including remuneration received for performing executive duties)

accrued during the year.

a. Remuneration from the reporting company:

i. Remuneration accrued in cash (thousands of euros)

Name

Fixed

Remuneration

Per diem

allowances

Remuneration for

membership of

Board’s committees Salary

Short-term

variable

remuneration

Long-term

variable

remuneration

Severance

payment Other items Total in 2025 Total in 2024

Nicolas Huss 0 0 0 445 0 0 0 0 445 N/A

Richard Solomons 318 0 0 0 0 0 0 0 318 N/A

Sabine Hansen Peck 69 0 33 0 0 0 0 0 102 N/A

Sabine Bendiek 69 0 32 0 0 0 0 0 101 N/A

Carla Stent 69 0 33 0 0 0 0 0 102 N/A

Matthew Sabben-Clare 0 0 0 0 0 0 0 0 0 N/A

Jonah Enbar 0 0 0 0 0 0 0 0 0 N/A

ii. Table of changes in share-based remuneration schemes and gross profit from vested shares or financial instruments

Financial instruments at

start of 2025

Financial instruments granted

during 2025

Financial instruments consolidated

during the year

Instruments

matured but

not exercised

Financial instruments at

end of 2025

Name Name of the Plan

No. of

instruments

No. of

equivalent

No. of

instruments

No. of

equivalent

No. of

instruments

No. of

equivalent

shares/

consolidated

Price of the

consolidated

Gross

profit from

consolidated

shares or

financial

instruments

(thousands of €)

No. of

instruments

No. of

instruments

No. of

equivalent

Nicolas Huss

Performance

Share Plan 0 0 169,435 169,435 0 0 0 0 0 169,435 169,435

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 138

Remuneration Report

iii. Long-term savings schemes

Name

Remuneration from consolidation of rights to

savings system

Year 2025 Year 2024

Nicolas Huss 44 N/A

Contribution over the year from the company (thousand €) Amount of accumulated funds (thousand €)

Name

Savings systems with consolidated

economic rights

Savings systems with unconsolidated

economic rights

Savings systems with consolidated

economic rights

Savings systems with unconsolidated

economic rights

Year 2025 Year 2024 Year 2025 Year 2024 Year 2025 Year 2024 Year 2025 Year 2024

Nicolas Huss 44 N/A 0 N/A 344 N/A 0 N/A

iv. Details of other items

Name Item

Remuneration

amount

Nicolas Huss Life Insurance 17

Nicolas Huss

Medical

Insurance 1

Nicolas Huss Car Allowance 5

b. Remuneration of directors of the listed company for seats on the boards of other subsidiary companies:

i. Remuneration accruing in cash (thousands of euros)

Name

Fixed

Remuneration

Per diem

allowances

Remuneration for

membership of Board’s

committees Salary Short-term variable remuneration

Long-term

variable

remuneration

Severance

payment

Other

items

Total in

2025

Total in

2024

Nicolas Huss 0 0 0 0 0 0 0 0 0 N/A

Richard Solomons 0 0 0 0 0 0 0 0 0 N/A

Sabine Hansen Peck 0 0 0 0 0 0 0 0 0 N/A

Sabine Bendiek 0 0 0 0 0 0 0 0 0 N/A

Carla Stent 0 0 0 0 0 0 0 0 0 N/A

Matthew Sabben-Clare 0 0 0 0 0 0 0 0 0 N/A

Jonah Enbar 0 0 0 0 0 0 0 0 0 N/A

ii. Table of changes in share-based remuneration schemes and gross profit from vested shares or financial instruments

Name Name of the Plan

Financial instruments at

the start of 2025

Financial instruments granted

during 2025 Financial instruments consolidated during the year

Instruments

matured but

not exercised

Financial instruments at

end of 2025

No. of

instruments

No. of

equivalent

No. of

instruments

No. of

equivalent

No. of

instruments

No. of

equivalent

shares/

consolidated

Price of the

consolidated

Gross

profit from

consolidated

shares or

financial

instruments

(thousands of €)

No. of

instruments

No. of

instruments

No. of

equivalent

N/A

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 139

Remuneration Report

iii. Long-term savings schemes

Name

Remuneration from consolidation of rights to

savings system

Year 2025 Year 2024

N/A N/A N/A

Contribution over the year from the company (thousands of €) Amount of accumulated funds (thousands of €)

Name

Savings systems with consolidated

economic rights

Savings systems with unconsolidated

economic rights

Savings systems with consolidated

economic rights

Savings systems with unconsolidated

economic rights

Year 2025 Year 2024 Year 2025 Year 2024 Year 2025 Year 2024 Year 2025 Year 2024

N/A N/A N/A N/A N/A N/A N/A N/A N/A

iv. Details of other items

Name Item

Remuneration

amount

N/A N/A N/A

c. Summary of remuneration (thousands of euros):

This summary must include the amounts corresponding to all the remuneration items included in this report that have accrued to each director, in thousands of euros.

Name

Remuneration accrued in the company Remuneration accrued in group companies

Total cash

remuneration

Gross profit of

consolidated

shares or

financial

instruments

Remuneration

for long-term

savings systems

Remuneration

for other items

Total 2025

company

Total cash

remuneration

Gross profit of

consolidated

shares or

financial

instruments

Remuneration

for long-term

savings systems

Remuneration

for other items

Total 2025

group

Total 2025

company +

group

Nicolas Huss 445 0 44 23 512 0 0 0 0 0 512

Richard Solomons 318 0 0 0 318 0 0 0 0 0 318

Sabine Hansen Peck 102 0 0 0 102 0 0 0 0 0 102

Sabine Bendiek 101 0 0 0 101 0 0 0 0 0 101

Carla Stent 102 0 0 0 102 0 0 0 0 0 102

Matthew Sabben-Clare 0 0 0 0 0 0 0 0 0 0 0

Jonah Enbar 0 0 0 0 0 0 0 0 0 0 0

Total 1,068 0 44 23 1,135 0 0 0 0 0 1,135

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 140

Remuneration Report

C.2 Indicate the evolution in the last five years of the amount and percentage variation of the remuneration accrued by each of the directors of the listed company

who have held this position during the year, the consolidated results of the company and the average remuneration on an equivalent basis with regard to full-time

employees of the company and its subsidiaries that are not directors of the listed company.

Total amounts accrued and % annual variation (values shown below are in thousands of euros)

2025

% variation

2025/2024 2024

% variation

2024/2023 2023

% variation

2023/2022 2022

% variation

2022/2021 2021

Executive directors

Nicolas Huss 512 N/A N/A N/A N/A N/A N/A N/A N/A

Non-Executive Directors

Richard Solomons 318 N/A N/A N/A N/A N/A N/A N/A N/A

Sabine Hansen Peck 102 N/A N/A N/A N/A N/A N/A N/A N/A

Sabine Bendiek 101 N/A N/A N/A N/A N/A N/A N/A N/A

Carla Stent 102 N/A N/A N/A N/A N/A N/A N/A N/A

Mathew Sabben-Clare 0 N/A N/A N/A N/A N/A N/A N/A N/A

Jonah Enbar 0 N/A N/A N/A N/A N/A N/A N/A N/A

Company results (53000) N/A N/A N/A N/A N/A N/A N/A N/A

Average employee remuneration 50 N/A N/A N/A N/A N/A N/A N/A N/A

Observations

This annual remuneration report was approved by the Board of Directors of the company in its meeting of 25/11/2025.

Indicate whether any director voted against or abstained from approving this report.

Yes No

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 141

Remuneration Report

The Company’s Board of directors

presents the annual report and

financial statements for the year

ended 30 September 2025 for the

purposes of the Companies Act

2006.

The Board would like to draw to your

attention to the forward-looking

statements disclaimer which can

be found on pages 6 to 83.

Directors’ report

disclosures

The Board takes the view that

some of the matters required to be

disclosed in the Directors’ report

are of strategic importance and

these are, therefore, included in the

Company’s Strategic report, which

is on pages 6 to 83 as permitted by

the Companies Act 2006. Relevant

information below, which is

contained elsewhere in this Annual

Report, is incorporated by cross

reference.

Employees

We have several methods by

which the Board engages with

our employees as stakeholders.

The employee voice surveys are

fed back to the board to inform its

decision-making.

For more on employee

engagement see page 32.

Group subsidiaries

As a Group that operates globally,

the Company’s operations

and activities are carried out

by subsidiaries, branches and

scientific/ representative offices

established under the laws of

many jurisdictions. A full list of

subsidiaries is provided at Note

19 of the Consolidated Financial

Statements.

Board of Directors

The details of the directors can be

found on pages 89 to 90. Apart

from those changes at the time

of the IPO, there were no changes

to the directors during the year.

Prior to the IPO, Abigail Dunning

and Richard Wheatley had been

directors of the Company for part

of the financial year.

In accordance with the Articles,

the Companies Act 2006, and

any directions given by special

resolution, the Board manages

the Company’s business and

may exercise all its powers.

The Articles set out the directors’

powers. You can view these on

the company’s website at:

www.hbxgroup.com. Details of the

directors’ remuneration, service

contracts, employment contracts

and interests in the shares of the

Company can be found in the

Directors’ Remuneration report on

pages 119 to 141.

The Articles permit the company

to indemnify its officers, and

officers of any associated company,

against liabilities arising from

conducting company business,

to the extent permitted by

law. As such, the Company has

executed deeds of indemnity for

each director’s benefit, regarding

liabilities that may attach to them

in their capacity as directors of the

company or associated companies.

These indemnities are qualifying

third-party indemnities as defined

by section 234 of the Companies

Act 2006. No amount was paid

under any of these indemnities

during the year. The Company

maintains directors’ and officers’

liability insurance. This provides

appropriate cover for legal actions

brought against its directors.

Principal activities

The Company and its Subsidiaries

(the Group) is the leading

independent B2B Travel

Marketplace. It offers a network

of interconnected travel tech

products and services to partners

such as Online Marketplaces, tour

operators, travel advisors, airlines,

loyalty programs, destinations and

travel suppliers.

It is a publicly traded company,

incorporated in England and Wales

under company number 15364642.

Detailed information about the

Company’s investments and

subsidiaries as of 30 September

2025 can be found in Note 19 of the

Financial Statements.

The principal activity of the

Company is to serve as the holding

company for the group. As of the

date of this report, the directors

are not aware of any significant

changes in the group’s activities

anticipated for the upcoming year.

Results and dividend

policy

The Group’s results for the year

ended 30 September 2025 are set

out in the Financial Statements

and Consolidated Statement of

profit and loss on page 156.

The Company will develop a

Dividend policy that looks to

balance all its stakeholders’

interests while ensuring the long-

term success of the company.

Appointment and

retirement of directors

The appointment and retirement

of directors are governed by

the Company’s Articles and the

Companies Act.

In alignment with the provisions of

the Articles, at every AGM following

the adoption of the Articles (which

occurred immediately prior to

the IPO, on 27 January 2025), all

directors will retire from office

and (to the extent they are willing

to act), stand for re-appointment.

The Board, or Shareholders, by

ordinary resolution, may appoint

additional directors, provided that

such persons are willing to act as

a director and the total number

of directors does not exceed the

limit set in the Articles. Any director

so appointed will hold office until

the next AGM, at which they will

retire and, in accordance with the

Articles, provided they are willing to

act, stand for re-appointment.

Directors’ Report

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 142

Directors’ Report

The Articles provide that those

Shareholders of the Company who

are subject to a special Canadian

legal regime which restricts

the number of securities of a

corporation with voting rights to

appoint or remove the directors

that the member can invest in

(such as the Canada Pension Plan

Investment Board Regulations

(SOR/99-190) or the Pension

Benefits Standards Regulations

(Canada)) shall be limited in the

number of votes that they may

cast at a general meeting, or on

any other shareholder resolution, in

connection with the appointment

or removal of directors to a

maximum of thirty per cent (30%)

of the votes that are entitled to

vote in respect of the appointment

or removal of directors on such

resolution after taking into account

that aforementioned thirty per

cent (30%) threshold limitation.

Consequently, the voting rights

corresponding to the shares held

by these Shareholders (or which

they may hold under any other

title, including, where appropriate,

as a result of contractual voting

syndication agreements or by proxy

or voting delegations by other

Shareholders) in excess of the thirty

per cent (30%) threshold shall be

suspended. As of 21 November

2025, being the last practicable

date, the Company does not

currently have any shareholders

that are impacted by this provision.

Detailed biographies of the current

directors are available on pages

89 to 90.

Directors’ interests

Details of the directors’ holdings

and options granted over the

Company’s ordinary shares are set

out in the Directors’ Remuneration

report on page 133.

In accordance with the Companies

Act, directors are legally required

to avoid any situations where

their interests might conflict with

those of the company, unless

such conflicts are authorised

by the Board. The Board has

established a formal procedure

for managing conflicts of interest.

It is responsible for determining

whether new situations require

authorisation and, if so, whether

such authorisation can be granted.

The Company’s Articles include

provisions that allow directors

to authorize potential conflicts

of interest, ensuring they do not

breach their statutory duties.

Share capital

The Company has a single class of

ordinary shares, each granting one

vote at general meetings.

As at 30 September 2025, the

Company’s issued share capital was

247,239,581 ordinary shares of €0.01

each, totalling €2,472,395.81.

The shares are represented by book

entries and the entity responsible

for maintaining the corresponding

accounting records is Sociedad

de Gestión de los Sistemas

de Registro, Compensación

y Liquidación de Valores, S.A.

Unipersonal (Iberclear), the Spanish

Depository, with registered office

at Plaza de la Lealtad, 1, 28014

Madrid, Spain. For this purpose,

legal title over all shares has

been transferred by the relevant

holders for nil consideration to

Iberclear, which is the legal holder

of the shares, which have been

dematerialised, and Iberclear has

made the relevant registrations

in favour of the accredited

owners of the shares, recording

these as Economic Interests, or

EIs. The Articles record that the

ordinary shares in the capital

of the Company are registered

and settled through the Spanish

Depository.

Dividends

The Company may make

distributions to the shareholders,

whether from profits or from its

freely distributable reserves, only

insofar as its shareholders’ equity

exceeds the sum of the paid-

up and called-up share capital

plus the reserves required to be

maintained by English law or

pursuant to the Articles. As at the

date of the IPO, the Company had

not established a specific dividend

policy but indicated that, subject

to any applicable legal or statutory

requirements and the availability of

distributable profits and reserves,

the Company was targeting a

dividend pay-out ratio of 20%

over the Group’s consolidated

profit after taxation for FY 2026

to FY 2029.

No dividends were declared in

FY 2025.

Financial risk management

The Group’s financial risk

management objectives and

policies, including its use of

financial instruments, are set out

in Note 17 to the Consolidated

Financial Statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 143

Directors’ Report

Substantial shareholders

The processes by which the Company seeks to understand the views of its shareholders are set

out on page 33.

As at 30 September 2024 and 21 November 2025, being the last practicable date, the Company

had been notified by its substantial shareholders of the following interests in the Company’s

Economic Interests:

Significant Direct and Indirect shareholders at 30 September 2025

Name or company name of

shareholder

% of voting rights attached

to the shares

% of voting rights through

financial instruments

% of total

voting rightsDirect Indirect Direct Indirect

Canada Pension Plan

Investment Board 27.86 27.86

EQT Fund Management

S.À R.L. 11.94 11.94

Fidelity Funds Sicav 5.09 5.09

Fidelity International

Limited 8.04 8.04

KIWI Investments Holding

II SCSP 11.94 11.94

Millenium Group

Management LLC 1.19 1.19

Prometheus Aggregator

S.à r.l 27.86 27.86

Breakdown of the indirect holding

Name or company name of the indirect

owner

Name or

company name

of the direct

owner

% of voting rights

attached to the

% of voting rights

through financial

instruments

% of total

voting rights

EQT Fund Management S.À R.L.

Kiwi Feeder

S.à r.l 11.94 11.94

Fidelity International Limited

Fidelity Funds

Sicav 8.04 8.04

Kiwi Investments Holding II SCSP

Kiwi Feeder

S.à r.l 11.94 11.94

Millenium Group Management LLC

Millenium

Partners, LP 1.19 1.19

Restrictions on voting rights

Shareholders have the right to vote on significant Company decisions during general meetings

either in person or by proxy, except that: (i) there shall be no voting of shares on which money

is owed to the company and (ii) no voting rights attached to a share may be exercised at

any general meeting, at any adjournment of it, or at any poll called in relation to it, unless all

amounts payable to the Company in respect of that share have been paid.

Voting rights can be exercised in person, by proxy, or by a corporate representative for corporate

members. Proxy forms must be submitted at least 48 hours before the meeting or any

adjourned meeting.

Restrictions on transfer of shares

The directors have the authority to refuse the registration of any transfer of shares in certificated

form, at their sole discretion and without providing a reason, as long as the shares are not fully

paid. However, this discretion must not be used in a manner that hinders the open and proper

trading of shares within that class. This process ensures that share transfers are conducted in

compliance with legal and regulatory requirements, maintaining the integrity and transparency

of share ownership records.

Articles of Association

Amendments to the Articles will require the consent of at least 75% of the members by special

resolution. Once the Articles have been amended, a copy of the new version would be filed,

with a copy of the special resolution, at Companies House within 15 days.

Political donations

No political donations were made in the year ended 30 September 2025.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 144

Directors’ Report

Directors’ responsibility

statement

The directors are responsible for

preparing the Annual Report

and Accounts and the financial

statements in accordance with

applicable law, regulation and

accounting standards. Company

law requires the directors to

prepare financial statements for

each financial year. Under that

law the directors have prepared

the group financial statements in

accordance with United Kingdom

Generally Accepted Accounting

Practice (United Kingdom

Accounting Standards, comprising

FRS 101, ‘Reduced Disclosure

Framework’ and applicable law).

The group has also prepared

financial statements in accordance

with international financial

reporting standards adopted

pursuant to Regulation (EC) No

1606/2002 as it applies to the

European Union.

A detailed Statement of directors’

responsibilities in respect of the

financial statements is included

within the Financial Statements, on

page 147.

Directors’ Report

In addition to the information set

out herein, this Directors’ Report

incorporates by reference the

following sections of this Annual

Report:

• Strategic Report from page 6.

• Corporate Governance from

page 85.

• Statement of Directors’

responsibilities, including

Disclosure of information to

auditors on page 147.

• Stakeholder engagement on

pages 31 to 42.

• Note 19 to the Consolidated

Financial Statements (Related-

party transactions) from

page 189.

• Note 22 to the Consolidated

Financial Statements (Post

balance sheet events) from

page 197.

• Shareholder information from

page 208.

This report was approved by the

Board on 25 November 2025 and

signed on its behalf by

Nicolas Huss

Richard Solomons

Matthew Sabben-Clare

Jonah Enbar

Sabine Hansen Peck

Sabine Bendiek

Carla Stent

Registered address: 7th Floor,

Tower 42, 25 Old Broad Street,

London, EC2N 1HN

Registered number: 15364642

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 145

Statement of Directors’ Responsibilities

Financial

Statements

Statement of Directors’

responsibilities in respect

ofthefinancial statements

147

Independent auditors’ report

148

Consolidated statement of profit

or loss

156

Consolidated statement of

comprehensive income or expense

156

Consolidated statement of

financial position

157

Consolidated statement of changes

in equity

158

Consolidated statement of

cash flows

159

Notes to the consolidated

financial statements

160

Corporate information

160

Summary of material accounting

policy information

160

Critical accounting judgements and estimates

169

Revenue from contracts with customers

171

Other income and other costs

171

Operating expenses

171

Finance costs and income

173

Investment in associate

173

Taxation

174

Loss per share

176

Goodwill and other intangible assets

176

Business combination

178

Property, plant and equipment

179

Trade receivables and other assets

180

Trade payables and other liabilities

180

Provisions for liabilities

181

Financial assets and financial liabilities

181

Issued capital and reserves

189

Related party disclosures

189

Share-based payments

195

Other information

197

Subsequent events

197

Company statement of

financial position

198

Company statement of changes

in equity

199

Notes to the company

financial statements

200

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 146

Statement of directors’ responsibilities in respect

of the financial statements

The directors are responsible for preparing the Annual Report and Accounts and the financial

statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year.

Under that law the directors have prepared the group financial statements in accordance with

UK-adopted international accounting standards and the company financial statements in

accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).

The group has also prepared financial statements in accordance with international financial

reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the

European Union.

Under company law, directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the group and company

and of the profit or loss of the group for that period. In preparing the financial statements,

thedirectors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting standards and international

financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies

in the European Union have been followed for the group financial statements and United

Kingdom Accounting Standards, comprising FRS 101 have been followed for the company

financial statements, subject to any material departures disclosed and explained in the

financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate

topresume that the group and company will continue in business.

The directors are responsible for safeguarding the assets of the group and company and hence

for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient

to show and explain the group’s and company’s transactions and disclose with reasonable

accuracy at any time the financial position of the group and company and enable them to

ensure that the financial statements and the Directors’ Remuneration Report comply with

theCompanies Act 2006.

The directors are responsible for the maintenance and integrity of the company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Directors’ confirmations

Each of the directors, whose names and functions are listed in Governance Report confirm that,

to the best of their knowledge:

• the group financial statements, which have been prepared in accordance with UK-adopted

international accounting standards and international financial reporting standards adopted

pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, give a true

and fair view of the assets, liabilities, financial position and loss of the group;

• the company financial statements, which have been prepared in accordance with United

Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets,

liabilities and financial position of the company; and

• the Strategic Report includes a fair review of the development and performance of the

business and the position of the group and company, together with a description of the

principal risks and uncertainties that it faces.

• the digital files correspond in full with the consolidated annual accounts, and are presented,

and have been marked up, in all material respects, in accordance with the formatting and

mark up requirements set out in the Delegated Regulation (EU) 2019/815 of 17 December

2018 of the European Commission (“ESEF Regulation”).

In the case of each director in office at the date the directors’ report is approved:

• so far as the director is aware, there is no relevant audit information of which the group’s

andcompany’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make

themselves aware of any relevant audit information and to establish that the group’s and

company’s auditors are aware of that information.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 147

Statement of Directors’ responsibilities in respect ofthefinancial statements

Independent auditors’ report to the members of HBX Group

International Plc

Report on the audit of the financial statements

Opinion

In our opinion:

• HBX Group International Plc’s group financial statements and company financial statements

(the “financial statements”) give a true and fair view of the state of the group’s and of the

company’s affairs as at 30September2025 and of the group’s loss and the group’s cash flows

for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-

adopted international accounting standards as applied in accordance with the provisions of

the Companies Act 2006;

• the company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts

(the “Annual Report”), which comprise: the Consolidated statement of financial position and

the Company statement of financial position as at 30September2025; the Consolidated

statement of profit or loss, the Consolidated statement of comprehensive income or expense,

the Consolidated statement of changes in equity, the Company statement of changes in equity

and the Consolidated statement of cash flows for the year then ended; and the notes to the

financial statements, comprising material accounting policy information and other explanatory

information.

Separate opinion in relation to international financial reporting standards

adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the

European Union

As explained in note 2 to the financial statements, the group, in addition to applying UK-

adopted international accounting standards, has also applied international financial reporting

standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European

Union.

In our opinion, the group financial statements have been properly prepared in accordance with

international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002

as it applies in the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs

(UK)”), International Standards on Auditing issued by the International Auditing and Assurance

Standards Board (“ISAs”) and applicable law. Our responsibilities under ISAs (UK) and ISAs

are further described in the Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed entities, and the International Code of Ethics for Professional

Accountants (including International Independence Standards) issued by the International

Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our audit approach

Context

HBX Group International plc became the parent company of the group on 11 February 2025.

Previously, the ultimate parent company was HBG Limited, which issued special-purpose

consolidated financial information, including for the year ended 30 September 2024, prior to

the admission of the company’s shares for trading on the stock exchanges of Madrid, Barcelona,

Bilbao, and Valencia (the Spanish Stock Exchanges). The audited financial statements of the

group are prepared as if the company had been the parent entity of the consolidated group

for the years ended 30 September 2025 and 30 September 2024. This was considered an

appropriate approach in accordance with the principles of International Accounting Standard

8 Accounting Policies, Changes in Accounting Estimates and Errors. Further information is

included in note 2 to the financial statements. Following the company’s admission to trading

on the Spanish Stock Exchanges, we have reviewed our audit approach, including our risk

assessment, to ensure that it aligns with the requirements for a listed group and addresses all

applicable laws and regulations in both the United Kingdom and Spain.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 148

Independent auditors’ report

Overview

Audit scope

• We performed full scope audit procedures over the parent company and nine further

components in the group. Procedures over material financial statements lines were

performed over one further component.

• Separate audit procedures were performed in relation to consolidation adjustments and

balances which arise or eliminate on consolidation of the group financial statements,

including goodwill.

Key audit matters

• Impairment of goodwill and other intangible assets (group)

• Recoverability of investment in, and the loan to, subsidiary (parent)

Materiality

• Overall group materiality: €10.7m (2024: €9.9m) based on 2.5% of Operating profit adjusted

to exclude non-underlying items, depreciation, amortisation, non-recurring employee costs

(including related social security) and other non-operating charges (“Adjusted EBITDA”).

• Overall company materiality: €54.1m (2024: €0m) based on 1% of total assets.

• Performance materiality: €8.1m (2024: €7.4m) (group) and €40.6m (2024: €0m) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most

significance in the audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) identified by

the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These

matters, and any comments we make on the results of our procedures thereon, were addressed

in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

As a result of the group’s completion of its Initial Public Offering in February 2025 and its

resulting status as a listed entity, key audit matters have been included for the first time this

year.

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Impairment of goodwill and other intangible assets (group)

The group had goodwill of

€1,524.0m (2024: €1,535.0m) and

other intangible assets of €463.0m

(2024: €517.0m) at 30 September

2025 which are significant in the

context of the overall balance sheet

of the group. We consider this to

be a key audit matter because the

estimates underlying the assessment

of the recoverability of goodwill

and intangible assets are subject

to high estimation uncertainty. In

particular, we focused our audit effort

on the “value-in-use”calculations

supporting the valuation of goodwill

and other intangible assets. The

directors’ assessment of the “value

in use” involves estimates about

the future results of the business,

particularly assumptions around

the underlying performance of the

group, long term growth rate and

the weighted average cost of capital

applied to future cash flow forecasts,

where there is a higher degree

of sensitivity. Refer to accounting

policies and Notes 3 and 11 of the

financial statements for the directors’

disclosures of relevant estimates.

Our procedures included the following:

• Understanding the business processes and controls

related to the assessment of the carrying value of

goodwill and other intangible assets.

• Assessing the reasonableness of the impairment

model and understanding the directors’ process and

judgements utilised for developing estimates and

assumptions. This included agreeing the cash flow

forecasts to the board approved budgets.

• Performing a retrospective review of the prior year

estimates by comparing them to actual results in the

current year.

• Assessing the reasonableness of the weighted

average cost of capital and long term growth rate

assumptions used by the directors.

• Performing sensitivity analyses based on reasonably

possible downside scenarios, which also considered a

potential impact of climate change.

• Considering and understanding the difference

between management’s value in use model and the

group’s market capitalisation.

• Checking the mathematical accuracy of the

calculations.

• Reviewing the disclosures in the financial statements

in respect of the carrying value of goodwill and

other intangible assets. Based on the procedures

performed, we noted no material issues from our

work.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 149

Independent auditors’ report

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give

an opinion on the financial statements as a whole, taking into account the structure of the

group and the company, the accounting processes and controls, and the industry in which they

operate.

HBX Group International Plc has its corporate headquarters in London, the United Kingdom,

and operating headquarters in Mallorca, Spain. The worldwide engagement team is aligned to

HBX Group International Plc’s geographical organisation and largely reflects its management

structure. As HBX Group International Plc’s corporate headquarters are based in the UK, the

group engagement team is also based in the UK, supported by component teams in Spain and

Singapore.

Where work was performed by a component team in Spain and a component team in

Singapore, we determined the level of our involvement needed in those local operations to be

able to conclude whether sufficient appropriate audit evidence had been obtained as a basis

for our opinion on the consolidated financial statements as a whole. We issued formal, written

instructions to the component teams outside the United Kingdom, setting out the work to be

performed by them and maintained regular communication throughout the audit cycle. These

interactions included a site visit in Mallorca, Spain, participating in the planning and clearance

meetings with a component team in Spain (who reported to us on a number of Spanish

entities, an entity in Switzerland and an entity in Dubai) and a component team in Singapore

(who reported to us on an entity in Singapore), holding regular conference calls, as well as

reviewing work papers and assessing matters reported to us. Work over the UK components

was performed by the group audit team.

In total, including the parent company, there were 10 components subject to a full-scope audit

of their financial information. This includes the work performed by the component audit teams

and specific centralized procedures undertaken by the group audit team over certain balances

and items for the purposes of the group audit. Procedures over material financial statements

line items were performed over one further component to gain sufficient audit coverage in

the consolidated financial statements. At the group level, we tested the carrying amount

of goodwill and the investment in associate as well as carrying out analytical procedures

on selected components not covered by the procedures described above. Additional audit

procedures were performed by the group engagement team in relation to consolidation

adjustments. The testing approach ensured that appropriate audit evidence was obtained

over all financial statement line items in order to support our opinion on the group financial

statements as a whole.

Key audit matter How our audit addressed the key audit matter

Recoverability of investment in, and the loan to, subsidiary (parent)

As presented on the company’s

statement of financial position,

the company held an investment

in a subsidiary of €2,302.0m (2024:

nil) and a loan to a subsidiary

of €2,914.0m (2024: €nil) at 30

September 2025. We consider this to

be a key audit matter because the

assessment of the recoverability of

these assets required application of

directors’ judgement, particularly

in determining whether any

impairment indicators have arisen

that trigger the need for a formal

impairment assessment and in

assessing whether the carrying

value of the investment and loan

can be supported by the recoverable

amount. Refer to notes d, g and h of

the company financial statements.

Our procedures included the following:

• Understanding the business processes and controls

related to the assessment of the recoverability of the

investment in, and the loan to, subsidiary.

• Evaluating the directors’ assessment of whether any

indicators of impairment existed.

• Assessing the recoverable value of the investment in,

and the loan to, subsidiary by reference to the “value in

use” of the investment and the loan with reference to the

directors’ intentions for the settlement of group-wide

loan arrangements.

• Verifying that the recoverable values of the investment

and the loan were consistent with the recoverable value

of the group which was tested for goodwill impairment

purposes, leveraging the audit work undertaken as part

of the group audit.

• Reviewing the disclosures in the financial statements in

respect of the carrying value of investment in, and the

loan to, subsidiary. Based on the procedures performed,

we noted no material issues from our work.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 150

Independent auditors’ report

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the

potential impact of climate risk on the group’s and company’s financial statements, and we

remained alert when performing our audit procedures for any indicators of the impact of

climate risk. Our procedures did not identify any material impact as a result of climate risk on

the group’s and company’s financial statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain

quantitative thresholds for materiality. These, together with qualitative considerations,

helped us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating

the effect of misstatements, both individually and in aggregate on the financial statements as a

whole.

Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

Financial statements - group Financial statements - company

Overall

materiality

€10.7m (2024: €9.9m). €54.1m (2024: €0m).

How we

determined it

2.5% of Operating profit adjusted

to exclude non-underlying items,

depreciation, amortisation, non-

recurring employee costs (including

related social security) and other

non-operating charges (“Adjusted

EBITDA”)

1% of total assets

Rationale for

benchmark

applied

We have applied this Adjusted

EBITDA benchmark, a metric

used by management to assess

the underlying performance of

this profit-orientated business, in

the absence of indicators that an

alternative benchmark would be

appropriate.

The use of this benchmark is considered

to be a generally accepted auditing

practice for non-profit oriented holding

entities. We believe that total assets

is an appropriate benchmark for this

holding company.

For each component in the scope of our group audit, we allocated a materiality that is less than

our overall group materiality. The range of materiality allocated across components was €2.0m

and €9.0m. Certain components were audited to a local statutory audit materiality that was also

less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of

overall materiality, amounting to €8.1m (2024: €7.4m) for the group financial statements and

€40.6m (2024: €0m) for the company financial statements.

In determining the performance materiality, we considered a number of factors - the history

of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and

concluded that an amount at the upper end of our normal range was appropriate.

We agreed with those charged with governance that we would report to them misstatements

identified during our audit above €1.1m (group audit) (2024: €1.0m) and €5.4m (company

audit) (2024: €0m) as well as misstatements below those amounts that, in our view, warranted

reporting for qualitative reasons.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 151

Independent auditors’ report

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue

to adopt the going concern basis of accounting included:

• Testing the appropriateness of management’s cash flow forecasts and performing a

retrospective review of actual performance to the prior year model;

• Reviewing the debt agreements to confirm the terms and conditions, including covenants,

are consistent with management’s model;

• Reviewing management’s base case and severe but plausible downside scenario, ensuring

the directors have considered all appropriate factors, including the cash flows, the liquidity

position of the group, available borrowing facilities, the timing of contractual debt

repayments and the relevant covenants; and

• Performing sensitivity analysis to assess the impact of movements in significant

assumptions on the overall liquidity headroom and covenants.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the group’s and the company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a

guarantee as to the group’s and the company’s ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than

the financial statements and our auditors’ report thereon. The directors are responsible for

the other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material

misstatement of the financial statements or a material misstatement of the other information.

If, based on the work we have performed, we conclude that there is a material misstatement of

this other information, we are required to report that fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic report and Director’s Report, we also considered whether the

disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us

also to report certain opinions and matters as described below.

Strategic report and Director’s Report

In our opinion, based on the work undertaken in the course of the audit, the information given

in the Strategic report and Director’s Report for the year ended 30September2025 is consistent

with the financial statements and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the group and company and their environment

obtained in the course of the audit, we did not identify any material misstatements in the

Strategic report and Director’s Report.

Directors’ Remuneration

In our opinion, the part of the Remuneration Report to be audited has been properly prepared

in accordance with the Companies Act 2006.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 152

Independent auditors’ report

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of director’s responsibilities in respect of the financial

statements, the directors are responsible for the preparation of the financial statements in

accordance with the applicable framework and for being satisfied that they give a true and fair

view. The directors are also responsible for such internal control as they determine is necessary

to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s

and the company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the group or the company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but

is not a guarantee that an audit conducted in accordance with ISAs (UK) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks

of non-compliance with laws and regulations related to employment and data protection

legislation, and we considered the extent to which non-compliance might have a material

effect on the financial statements. We also considered those laws and regulations that have a

direct impact on the financial statements such as tax legislation, the Companies Act 2006 and

European Single Electronic Format (ESEF) regulation. We evaluated management’s incentives

and opportunities for fraudulent manipulation of the financial statements (including the

risk of override of controls), and determined that the principal risks were related to posting

inappropriate journal entries to manipulate revenue or expenses and management bias in

determining accounting estimates. The group engagement team shared this risk assessment

with the component auditors so that they could include appropriate audit procedures in

response to such risks in their work. Audit procedures performed by the group engagement

team and/or component auditors included:

• Discussions with management and those charged with governance, including consideration

of known or suspected instances of non-compliance with laws and regulations and fraud.

This included review of board minutes, internal audit reports and the report from the

whistleblowing hotline;

• Challenging assumptions and judgements made by management in their significant

accounting estimates and judgements, in particular in relation to management’s

impairment assessments and their assessment of the recoverability of the company’s

investment in, and loan to, its subsidiary; and

• Identifying and testing journal entries, in particular any journal entries posted with unusual

account combinations.

There are inherent limitations in the audit procedures described above. We are less likely to

become aware of instances of non-compliance with laws and regulations that are not closely

related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or

intentional misrepresentations, or through collusion.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 153

Independent auditors’ report

Our audit testing might include testing complete populations of certain transactions and

balances, possibly using data auditing techniques. However, it typically involves selecting a

limited number of items for testing, rather than testing complete populations. We will often

seek to target particular items for testing based on their size or risk characteristics. In other

cases, we will use audit sampling to enable us to draw a conclusion about the population from

which the sample is selected.

A further description of our responsibilities for the audit of the financial statements

in accordance with ISAs (UK) is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain

professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform audit procedures responsive

to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the group’s and company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the group’s and

company’s ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related disclosures

in the consolidated financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date of

our auditor’s report. However, future events or conditions may cause the group to cease to

continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair

presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business activities within the group and company to express an opinion on the

consolidated financial statements. We are responsible for the direction, supervision and

performance of the group and company audit. We remain solely responsible for our audit

opinion.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the consolidated financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public disclosure about the matter or when,

in extremely rare circumstances, we determine that a matter should not be communicated in

our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members

as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other

purpose. We do not, in giving these opinions, accept or assume responsibility for any other

purpose or to any other person to whom this report is shown or into whose hands it may come

save where expressly agreed by our prior consent in writing.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 154

Independent auditors’ report

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for

our audit have not been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Remuneration Report to be audited

are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

European Single Electronic Format

We have examined the digital files of the European single electronic format (ESEF) of HBX

Group International Plc and its subsidiaries for the 30 September 2025 financial year that

comprise an XHTML file which includes the consolidated annual accounts for the financial

year and XBRL files with tagging performed by the entity, which will form part of the annual

financial report.

The directors of HBX Group International Plc are responsible for presenting the annual financial

report for the 30 September 2025 financial year in accordance with the formatting and markup

requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the

European Commission (hereinafter the ESEF Regulation).

Our responsibility is to examine the digital files prepared by the parent company’sdirectors, in

accordance with audit regulation in Spain. This legislation requires that we plan and execute

our audit procedures in order to verify whether the content of the consolidated annual

accounts included in the aforementioned digital files correspond in full with that of the

consolidated annual accounts that we have audited, and whether the format and markup of

these accounts and of the aforementioned files has been effected, in all material respects, in

accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital files examined correspond in full with the audited consolidated

annual accounts, and these are presented and have been marked up, in all material respects, in

accordance with the requirements established in the ESEF Regulation.

Radek Vik (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Watford

25November2025

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 155

Independent auditors’ report

		Year ended	Year ended
		30 September 2025	30 September 2024
	Notes	€m	€m
Revenue from contracts with customers	4	720	693
Other income	5	58	50
Other costs	5	(80)	(58)
Gross profit		698	685
Operating expenses	6	(469)	(322)
Depreciation and amortisation	11, 13	(100)	(103)
Operating profit		129	260
Finance costs	7	(190)	(327)
Finance income	7	10	19
Share of net loss of associate	8	(2)	–
Loss before taxation		(53)	(48)
Taxation	9	(17)	24
Loss for the financial year		(70)	(24)
Attributable to:
Equity holders of the parent		(69)	(24)
Non-controlling interests		(1)	–
		(70)	(24)
Basic and diluted loss per share (€)	10	(0.31)	(0.13)

The notes on pages 160 to 197 form an integral part of these consolidated financialstatements.

Consolidated statement of

profit or loss

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Loss for the financial year	(70)	(24)
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss:
Currency translation differences	(41)	(26)
Net (loss) / profit on hedges	(5)	4
Total items that may be reclassified to profit or loss	(46)	(22)
Total other comprehensive expense for the financial year	(46)	(22)
Total comprehensive expense for the year	(116)	(46)
Attributable to:
Equity holders of the parent	(115)	(46)
Non-controlling interests	(1)	–
	(116)	(46)

The notes on pages 160 to 197 form an integral part of these consolidated financialstatements.

Consolidated statement of

comprehensive income or expense

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 156

Consolidated statement of profit or loss and consolidated statement of comprehensive income or expense

		As at	As at
		30September 2025	30September 2024
	Note	€m	€m
Non-current assets
Goodwill	11	1,524	1,535
Other intangible assets	11	463	517
Property, plant and equipment	13	12	10
Investment in associate	8	29	32
Other financial assets	17	1	2
Deferred tax assets	9	30	20
Trade receivables and other assets	14	58	9
Total non-current assets		2, 117	2 ,125
Current assets
Trade receivables and other assets	14	623	608
Income tax recoverable		5	7
Derivatives	17	10	8
Cash and cash equivalents		820	686
Total current assets		1,458	1,309
Total assets		3,5 75	3,4 34
Current liabilities
Trade payables and other liabilities	15	1,432	1,351
Income tax payable		26	21
Interest-bearing loans and lease liabilities	17	41	82
Derivatives	17	13	4
Provisions for liabilities	16	6	28
Total current liabilities		1,518	1,486

		As at	As at
		30September 2025	30September 2024
	Note	€m	€m
Non-current liabilities
Interest-bearing loans and lease liabilities	17	1,183	1,681
Loan notes and preference shares	19	-	1,581
Trade payables and other liabilities	15	40	34
Deferred tax liabilities	9	35	43
Provisions for liabilities	16	8	8
Total non-current liabilities		1,266	3,347
Total liabilities		2,78 4	4,833
Net assets / (liabilities)		791	(1,399)
Equity
Called up share capital	18	2	1
Share premium account	18	19	136
Accumulated losses		(948)	(1,525)
Other reserves	18	1,773	–
Other components of equity		(56)	(11)
Equity attributable to equity holders of the parent		790	(1,399)
Non-controlling interests		1	–
Total equity		791	(1,399)

The notes on pages 160 to 197 form an integral part of these consolidated financial statements.

The consolidated financial statements were approved by the Board of Directors on

25 November 2025 and signed on its behalf by:

Nicolas Huss

Director

Company number: 15364642

Consolidated statement of financial position

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 157

Consolidated statement of financial position

							Other components of equity
	Share	Share	Accumulated	Other	Other capital	Hedging	Translation		Non-controlling	Total
	capital	premium	losses	reserves	reserves	reserve	reserve	Total	interests	equity
	€m	€m	€m	€m	€m	€m	€m	€m	€m	€m
At 1 October 2023	1	136	(1,501)	–	–	(1)	12	(1,353)	–	(1,353)
Loss for the financial year	–	–	(2 4)	–	–	–	–	(2 4)	–	(24)
Other comprehensive income / (expense)	–	–	–	–	–	4	(26)	(22)	–	(22)
Total comprehensive (expense) / income	–	–	(24)	–	–	4	(26)	(46)	–	(46)
At 30 September 2024	1	136	(1,525)	–	–	3	(14)	(1,399)	–	(1,399)
Loss for the financial year	–	–	(69)	–	–	–	–	(69)	(1)	(70)
Other comprehensive expense	–	–	–	–	–	(5)	(41)	(46)	–	(46)
Total comprehensive expense	–	–	(69)	–	–	(5)	(41)	(115)	(1)	(116)
Loan notes and preference shares exchanged for HBG Ltd
share capital	1	1,638	–	–	–	–	–	1,639	–	1,639
Share for share exchange in HBG Ltd	(1)	(1,77 4)	–	1,773	–	–	–	(2)	2	–
Management selldown	–	–	(79)	–	–	–	–	(79)	(2)	(81)
Issuance of primary shares	1	7 24	–	–	–	–	–	725	–	725
Management reinvestment in newly issued shares	–	48	–	–	–	–	–	48	–	48
Transactions costs related to issue of share capital	–	(28)	–	–	–	–	–	(28)	–	(28)
Share premium reduction	–	(725)	725	–	–	–	–	–	–	–
Share-based payments (note 20)	–	–	–	–	1	–	–	1	–	1
Capital increase	–	–	–	–	–	–	–	–	2	2
At 30 September 2025	2	19	(948)	1,773	1	(2)	(55)	790	1	791

The notes on pages 160 to 197 form an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 158

Consolidated statement of changes in equity

		Year ended	Year ended
		30 September 2025	30September 2024
	Notes	€m	€m
Operating activities
Loss before taxation		(53)	(4 8)
Adjustments to reconcile loss before tax to net cash flows from operating activities:
Depreciation and amortisation	11, 13	100	103
Share-based payment expense		1	–
Share of net loss of associate		2	–
Finance costs	7	190	327
Finance income	7	(10)	(19)
Net exchange differences		(12)	–
Change in working capital:
Increase in trade receivables and other assets		(26)	(50)
Increase in trade payables and other liabilities		97	156
(Decrease) / increase in provisions		(22)	8
Fair value adjustment to derivatives		2	(4)
Other operating activities items:
Increase in non-current assets		(56)	–
Income taxes paid		(27)	(24)
Net cash inflow from operating activities		186	449
Cash flows from investing activities
Payments for intangible assets	11	(42)	(41)
Payments for property, plant and equipment	13	(3)	(1)
Investment in an associate	8	–	(32)
Payment for acquisition of a subsidiary, net of cash acquired	12	(3)	–
Interest received		6	29
Net cash outflow from investing activities		(42)	(4 5)

		Year ended	Year ended
		30 September 2025	30September 2024
	Notes	€m	€m
Cash flows from financing activities
Repayment of preference shares		–	(175)
Proceeds from issue of shares	18	773	–
Purchase of shares from former HBG Ltd
shareholders	18	(81)	–
Transaction costs allocated to share premium on issue of shares	18	(28)	–
Repayment of senior debt	17	(1,708)	–
Proceeds from new senior debt	17	1, 200	–
Payment of senior debt refinancing costs	17	(23)	(2)
Proceeds from non-controlling interest		2	–
Repayment of bank borrowings		(2)	(1)
Proceeds from other borrowings		23	–
Repayment of other borrowings		(17)	–
Interest paid		(139)	(212)
Payment of principal portion of lease liabilities		(5)	(6)
Net cash outflow from financing activities		(5)	(396)
Net increase in cash and cash equivalents		139	8
Net foreign exchange difference		(5)	(12)
Cash and cash equivalents at the beginning of the financial year		686	690
Cash and cash equivalents at end of year		820	686

The notes on pages 160 to 197 form an integral part of these consolidated financialstatements.

Consolidated statement of cash flows

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 159

Consolidated statement of cash flows

1. Corporate information

The consolidated financial statements of HBX Group International plc and its subsidiaries

(collectively, the Group) for the year ended 30 September 2025 were authorised for issue

in accordance with a resolution of the Directors on 25 November 2025.

HBX Group International plc (formerly known as HBX Group International Ltd) (the Company)

was incorporated on 20 December 2023 as a private company limited by shares and registered

in England. On 6 January 2025, the Company re-registered from a private to a public

limited company , and changed its name from HBX Group International Ltd to HBX Group

International plc. The address of its registered office is 7th Floor, Tower 42, 25 Old Broad Street,

London, United Kingdom, EC2N 1HN . Its shares were listed on the Spanish stock exchanges

on 13 February 2025.

The Group is domiciled at 7th Floor, Tower 42, 25 Old Broad Street, London, United Kingdom,

EC2N 1HN.

As a TravelTech business, the Group’s principal activity is the intermediation of hotel

accommodation and complementary travel products (car rental, transfers and experiences)

between travel suppliers and travel distributors via its technology platforms. Additionally,

through its Hoteltech product line, the Group assists hotels in optimising their direct online

channel, creating booking engines and supporting with digital marketing. Through its Fintech

initiatives, the Group optimises profit by reducing its costs related to payment processing and

increasing other income.

The consolidated financial statements of the Group cover the year between 1 October 2024

and 30 September 2025.

2. Summary of material accounting policy information

A. Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with

UK-adopted International Accounting Standards, International Financial Reporting Standards

(IFRS) as adopted by the European Union, and the requirements of the United Kingdom

Companies Act 2006 as applicable to companies reporting under those standards.

The Group and Company financial statements are prepared on a going concern basis under

the historical cost convention, except for derivative financial instruments and share-based

payments which are measured at fair value.

HBX Group International plc became the parent company of the Group on 11 February 2025.

Previously, the ultimate parent company was HBG Limited (HBG), which issued special purpose

consolidated financial information for the years ended 30 September 2024, 2023 and 2022 for

the purpose of the admission to trade the shares of the Company on the stock exchanges of

Madrid, Barcelona, Bilbao and Valencia (the Spanish Stock Exchanges).

The comparative amounts presented in these consolidated financial statements are those

of HBG Limited.

The Directors concluded that following the insertion of HBX Group International plc as

the parent company of the Group, the adoption of the predecessor accounting method

accurately represented the assets, liabilities, revenues, and operating results of the Group

as if the Company had been the parent entity of the consolidated Group for the past three

financial years. Therefore, this method is considered the most suitable accounting approach

in accordance with the principles of International Accounting Standard 8 Accounting Policies,

Changes in Accounting Estimates and Errors (IAS 8), for preparing the consolidated financial

information of the Group following the Group reorganisation. The assets and liabilities have

been presented at their carrying amounts, rather than at fair value; in this case those recorded

in the financial statements of HBG Limited. Predecessor accounting is typically used when

reorganising entities within the same group that are under the control of the same parent

company, or when a new holding company is inserted under a group reorganisation, ensuring

the financial statements reflect the continuity of the group’s operations.

The Group’s consolidated financial statements are presented in Euros, which is also the

Company’s functional currency as the financing received by the Group is denominated in Euros

and this is the main currency in which the Company’s main subsidiaries conduct their business.

The figures shown in the financial statements are rounded to the nearest million Euros (€m)

unless otherwise stated.

The material accounting policies have been applied consistently to all accounting

periods presented.

Notes to the consolidated financial statements

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 160

Notes to the consolidated financial statements

Climate-related risk

The Directors have considered the impact of climate-related risk on the financial information.

In 2025, the Group conducted a comprehensive analysis of climate-related risks and

opportunities both in its own operations and throughout the value chain. The Group’s exposure

to climate risks principally remains indirect, through impacts on the operations of its suppliers

and customers, which could result in cancellation or relocation costs, financial pressure for

suppliers, or transmission of costs from hoteliers to intermediaries such as HBX Group. However,

given the high geographic diversification, the financial impact of these risks has been assessed

as low, as the Group’s presence and activity across multiple regions provides a natural hedge,

mitigating concentration risk and supporting overall financial resilience even if localised

disruptions occur in the short to medium term.

The Directors have considered the impact of climate-related change on the financial

information, specifically in relation to their assessment of going concern and impairment of

intangible assets and investments, and do not expect the impact on future cash flows to have a

material impact on the carrying values in the financial statements.

The Group has not incurred any significant environmental expenses or investments, nor

received compensation from third parties during the year ended 30 September 2025. The

Group has no significant environmental assets, provisions, or contingencies and has not been

subject to claims, fines, or actions relating to environmental impact as at 30 September 2025.

Going concern

In adopting the going concern basis for preparing these consolidated financial statements, the

Directors have considered the Group’s business activities, together with factors likely to affect its

future development and performance, as well as the Group’s principal risks and uncertainties.

At 30 September 2025, the Group had net assets of €791m and net current liabilities of €60m,

having generated a €186m cash inflow in the financial year from operating activities, following

the strong business performance during the year. The Directors have considered the funding

and liquidity position of the Group.

At 30 September 2025, the main sources of debt funding included €1,200m bank syndicated

facilities which mature in 2030 for the term loan A (€600m) and 2032 for the term loan B

(€600m). The Group closed the year with cash of €820m and liquidity of €1,220m (including the

available revolving credit facility from lenders of €400m under the Senior Facilities Agreement).

The Group was compliant with its covenant requirement for 2025. The Group has always

complied with its covenant and no breach has arisen in previous years.

The Directors have assessed the Group’s financial forecast and cashflow forecasts considering

global and macro-economic impacts for a period of eighteen months from the date of

approval of these consolidated financial statements. The Directors have used a base case and a

downside scenario which is considered to be severe but plausible. In the downside scenario, a

20% reduction in adjusted EBITDA was assumed. In both cases the Group is projected to have

sufficient liquidity to support its operations and to be compliant with its banking covenant and,

therefore, the Directors are satisfied that the Group and the Company have adequate resources

to continue operations for the foreseeable future.

Following this review, the Directors consider it appropriate to continue to adopt the going

concern basis of accounting in preparing the Group’s and Company’s financial statements.

B. Basis of consolidation

The consolidated financial statements comprise the financial information of the Group and its

subsidiaries as at 30 September 2025.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity

when it is exposed to, or has rights to, variable returns from its involvement with the entity and

has the ability to affect those returns through its power to direct the activities of the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group

and deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the

Group.

Intercompany transactions, balances and unrealised gains on transactions between Group

companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of an

impairment of the transferred asset. Accounting policies of subsidiaries are adjusted where

appropriate to be consistent with the accounting policies used by the Group.

A list of subsidiaries at 30 September 2025 is shown in Note 19.

2. Summary of material accounting policy information continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 161

Notes to the consolidated financial statements

C. Foreign currency translation (functional and presentation currency)

The Group’s consolidated financial statements are presented in Euros, which is also the

Company’s functional currency as the financing received by the Group is denominated in Euros

and this is the main currency in which the Company’s main subsidiaries conduct their business.

Items included in the financial statements of each of the Group’s entities are measured

using the currency of the primary economic environment in which the entity operates (the

functional currency).

Average exchange rates are used to translate the results of all subsidiaries that have a functional

currency other than Euros. The statements of financial position of such entities are translated

at period end exchange rates. The resulting differences are recorded through a separate

component of equity.

Transactions in currencies other than a Group entity’s functional currency (foreign currencies)

are recognised at the rate of exchange prevailing on the date of each transaction. At the end of

each period, monetary assets and liabilities denominated in foreign currencies are retranslated

at the exchange rate prevailing at the period end. Non-monetary items carried at fair value that

are denominated in foreign currencies are translated at the rates prevailing at the date when

the fair value was determined. Non-monetary items that are measured in terms of historical

cost in a foreign currency are not retranslated. Exchange differences are recognised in profit

or loss in the period, except where they relate to a monetary item that forms part of the net

investment in a foreign operation. In these cases, exchange gains and losses are recognised in

other comprehensive income as a movement on the translation reserve and reclassified from

equity to profit or loss on disposal of the net investment.

The average exchange rate used during the financial year and the exchange rate at 30

September 2025 of the Euro to the US dollar are $1.1053 and $1.1732 for €1, respectively (30

September 2024: $1.0842 and $1.1168 for €1, respectively).

The average exchange rate used during the financial year and the exchange rate at 30

September 2025 of the Euro to the British Pound Sterling is £0.8458 and £0.8731 for €1,

respectively (30 September 2024: £0.8554 and £0.8343 for €1, respectively).

D. Fair value measurement

Assets and liabilities designated at fair value such as derivatives are carried at fair value. The fair

value of cash at bank and in hand approximates to book value due to its short-term maturity.

All assets and liabilities for which fair value is measured or disclosed in the consolidated

financial statements are categorised within the fair value hierarchy, described as follows:

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is directly or indirectly observable.

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is unobservable.

E. Segmental reporting

IFRS 8 defines an operating segment as a component of an entity engaging in business

activities from which it earns revenues and incurs expenses and whose discrete operating

results are regularly reviewed by the Chief Operating Decision Maker (CODM).

The Group has determined that the Senior Management Team is the CODM, being the

collective responsible for allocating resources and assessing the performance of the Group’s

operating segments.

As a TravelTech business, the Group provides travel bookings to B2B customers via its platforms.

This includes two product lines, accommodation and mobility and experiences (comprising car

rental, transfers and activities) which are predominantly sold via the same distribution methods

and booking platforms and to the same customer groups (being tour operators and travel

agents), and have similar economic characteristics. The Take Rates (revenue as a proportion of

TTV) for both accommodation and mobility and experiences are within the same range. The

most significant product line is accommodation, from which there are on-selling opportunities

for mobility and experiences products.

The profitability of the individual product lines is not reviewed beyond gross profit by the CODM

due to their interdependencies, nor is it used to make decisions on the allocation of resources.

Consequently, the Directors have concluded that the operating segment is the provision of

travel products through the Group’s online platforms, and within this are the separate product

lines, being accommodation and mobility and experiences.

The Group’s Hoteltech product line assists hotels with optimising their direct online

channel. Hoteltech’s customers are the hotels; the services provided differ and the revenue is

recognised on a principal basis as detailed in note 2F. Consequently, Hoteltech is a separate

operating segment.

For the purposes of reportable segments, the Hoteltech operating segment constitutes less

than 5% of the Group’s revenue and less than 3% of the Group’s gross profit, and therefore the

two operating segments have been aggregated on a materiality basis.

2. Summary of material accounting policy information continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 162

Notes to the consolidated financial statements

F. Revenue from contracts with customers

The principal activity of the Group is the provision of travel services for the travel industry. HBX

Group operates online intermediary platforms that offer hotel rooms and other connected

services (comprising transfers, activities and car rental) to its customers.

The Group’s customers for accommodation, transfers, activities and car rental are principally travel

agencies and tour operators. The Group’s customers for the Hoteltech segment are hoteliers.

For all revenue streams except Hoteltech, the Group’s performance obligations are to arrange

for the provision of the specified services by a third party where the Group primarily acts as

an agent. The Group does not control the services provided by the third party before they are

transferred to the customer and therefore the supplier of the travel products is considered to

be the principal.

For the Group’s Hoteltech revenue stream, the Group acts as a principal. Revenue is recognised

over time as a fixed fee or based on a percentage of the customer’s total sales generated

depending on the contract.

The Group recognises as revenue the amount to which it is entitled in exchange for arranging

services to be provided by the other party. This is the net amount of consideration that the

Group retains after paying the other party for the services provided. This includes the cost of

the underlying service (e.g. payment to the hotelier) together with any variable consideration

payable to the customer or receivable from the supplier in the form of rebates as detailed in

Note 3B. Revenue is recognised when performance obligations under the terms of contracts

with customers are satisfied. The Group uses a five-step model for recognising revenue from

contracts with customers: (1) identify contract(s) with the customer; (2) identify the separate

performance obligations in the contract; (3) determine the transaction price; (4) allocate the

transaction price to the separate performance obligations in the contract; and (5) recognise

revenue when (or as) each performance obligation is satisfied.

An overview of the Group’s key revenue streams is detailed below:

Revenue stream	Performance	Basis of revenue	Revenue
	obligation	recognition	recognition point
Accommodation,	Successful non-	Total Transaction Value	Check-in date per
transfers, activities and	refundable booking	(TTV) less amount	the booking with the
car rental 1	completed	payable to the supplier,	exception of rebates
		plus or minus other	which are recognised
		directly attributable costs	over time
		or income 2 .
Hoteltech 3	Availability of	Over time as a fixed	Over time
	platform to the	fee or based on a
	customer	percentage of the
		customer’s total
		transaction value
		generated as per
		the contract.

1. Revenue from car rental is recognised at the date of the vehicle return, as in some instances the customer

can modify the booking duration after the collection date.

2. Other directly attributable costs or income include agency commissions, rebates payable to customers and

rebates receivable from suppliers.

3. For the Group’s Hoteltech business, the Group acts as a principal.

Rebates payable to customers and rebates receivable from suppliers are variable based on

the contractual terms and calculated as a percentage of transaction volumes. Percentages

may vary dependent on thresholds defined in the contract. Rebates receivable from suppliers

are accrued over time using the most likely amount methodology, accruing when it is

highly probable that the thresholds will be met based on historical and anticipated trading

levels. Rebates payable to customers are accrued over time using the most likely amount

methodology. Rebates receivable are recognised within other receivables and rebates payable

are recognised within other payables.

In the event that invoices received from suppliers are less than the cost accrued, due to events

such as no shows, and it is determined that, based on historical performance, it is highly

probable that the Group will not be required to pay the supplier, the value of the liability is

reduced, with the corresponding credit recognised through revenue.

G. Other income and other costs

Other income

Other income relates to rebates received in relation to payments to suppliers made by virtual

credit cards. Rebates from credit card providers are received quarterly in arrears with a

receivable balance recognised within accrued other income at the year end.

2. Summary of material accounting policy information continued

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Notes to the consolidated financial statements

Other costs

Other costs relate to variable expenses the Group incurs in order to generate revenue.

These include credit card fees, marketing costs, platform fees, commissions and foreign

exchange translation costs .

H. Non-underlying items

To improve the understanding of the Group’s financial performance, costs that are material to

the Group either by virtue of their size or nature and not considered to reflect the underlying

performance are presented as non-underlying items and are recognised in the consolidated

statement of profit or loss within operating expenses.

Items classified as non-underlying are disclosed separately within the notes to the financial

statements as they do not reflect the underlying profit or loss of the business due to their

nature. This enables a better understanding of performance.

Non-underlying items are considered individually and assessed at each reporting period.

These typically comprise cost of severances associated with major restructuring projects,

integration costs and fees associated with potential acquisitions and divestments.

I. Finance expense and income

Finance expense and income arising on interest-bearing financial instruments carried at

amortised cost is recognised in the consolidated statement of profit or loss using the effective

interest rate method. Finance expense includes the amortisation of fees that are an integral

part of the effective finance cost of a financial instrument, including issue costs, and the

amortisation of any other differences between the amount initially recognised and the

redemption price.

J. Investment in associates

An associate is an entity over which the Group has significant influence. Significant influence is

the power to participate in the financial and operating policy decisions of the investee but is not

control or joint control over those policies.

Under the equity method of accounting, investments in associates are initially recognised

at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition

profits or losses of the investee in profit or loss, and the Group’s share of movements in

other comprehensive income of the investee in other comprehensive income. Additionally,

when there has been a change recognised directly in the equity of the associate, the Group

recognises its share of any changes, when applicable, in the statement of changes in equity.

Unrealised gains and losses resulting from transactions between the Group and the associate

are eliminated to the extent of the interest in the associate. Dividends received or receivable

from associates are recognised as a reduction in the carrying amount of the investment.

When necessary, adjustments are made to bring the accounting policies in line with those of

the Group.

After application of the equity method, the Group determines whether it is necessary to

recognise an impairment loss on its investment in its associate. At each reporting date, the

Group determines whether there is objective evidence that the investment in the associate

is impaired. If there is such evidence, the Group calculates the amount of impairment as the

difference between the recoverable amount of the associate and its carrying value, and then

recognises the loss within “Share of net loss of associate” in the statement of profit or loss.

K. Taxes

Corporate income tax

The corporate income tax expense or credit is based on the applicable income tax rate for

each jurisdiction in which the Group has a taxable presence adjusted by changes in deferred

tax assets and liabilities attributable to taxable temporary differences and the carry forward of

unused tax losses.

The corporate income tax charge is calculated based on the tax laws enacted or substantively

enacted at the end of the reporting period in the countries where the Company’s subsidiaries

generate taxable income. Management periodically evaluates positions taken in tax returns

with respect to situations in which applicable tax regulation is subject to interpretation.

It establishes accruals, where appropriate, based on amounts expected to be paid to the

tax authorities.

Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising

between the tax bases of assets and liabilities and their carrying amounts. However, deferred

tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax

is also not accounted for if it arises from initial recognition of an asset or liability in a transaction

other than a business combination that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred tax is determined using the tax rates (and laws)

that have been enacted or substantially enacted by the end of the reporting period that will

apply when the temporary difference is expected to reverse.

Deferred tax assets are recognised only if it is probable that future taxable profits will be

available to utilise those temporary differences and unused tax losses .

2. Summary of material accounting policy information continued

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Notes to the consolidated financial statements

Deferred tax liabilities and assets are not recognised for temporary differences between the

carrying amount and tax bases of investments in foreign operations where the Company is able

to control the timing of the reversal of the temporary differences and it is probable that the

differences will not reverse in the foreseeable future.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right

to offset and intends either to settle on a net basis or to realise the asset and settle the liability

simultaneously. Deferred tax assets and liabilities are offset when there is a legally enforceable

right to offset current tax assets and liabilities in that jurisdiction.

Current and deferred tax is recognised in the consolidated statement of profit or loss,

except to the extent that it relates to items recognised in other comprehensive income or

directly in equity. In this case, the tax is recognised in other comprehensive income or directly

in equity, respectively.

L. Business combinations and goodwill

All business combinations are accounted for using the acquisition method. Identifiable assets

acquired and liabilities and contingent liabilities assumed in a business combination are,

with limited exceptions, measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred and not included in the consideration transferred.

Contingent consideration, resulting from business combinations, is valued at fair value at the

acquisition date as part of the business combination. When the contingent consideration

meets the definition of a financial liability, it is subsequently remeasured to fair value at each

reporting date. The determination of the fair value is based on discounted cash flows. The key

assumptions take into consideration the probability of meeting each performance target and

the discount factor. Changes in fair value are recognised in the statement of profit or loss.

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business

combination over the Group’s share of the net fair value of the separately identifiable assets,

liabilities and contingent liabilities of a subsidiary at the date of acquisition. In accordance with

IFRS 3 Business Combinations, goodwill is not amortised but reviewed annually for impairment

and, as such, is stated at cost less any provision for impairment. Any impairment is recognised

immediately in the consolidated statement of profit or loss and is not subsequently reversed.

On acquisition, goodwill is allocated to cash-generating units for the purpose of impairment

testing. The allocation is made to those cash-generating units that are expected to benefit

from the business combination in which the goodwill arose. Where goodwill forms part of a

cash-generating unit and part of the operation within that unit is disposed of, the goodwill

associated with the disposed operation is included in its carrying amount when determining

the gain or loss on disposal of the operation.

M. Customer relationships

Customer relationships acquired in a business combination are recognised at fair value at

the acquisition date. They have a finite useful life and are subsequently carried at cost less

accumulated amortisation and impairment losses. Amortisation is calculated on a straight-line

basis over their estimated useful life of 15 years.

N. Computer software and other intangible assets

Intangible assets acquired separately are capitalised at cost and those acquired as part of a

business combination are capitalised separately from goodwill if the fair value can be measured

reliably on initial recognition. The costs relating to internally generated intangible assets,

principally computer software, are capitalised if the criteria for recognition as assets are met.

Other expenditure is expensed in the period in which the expenditure is incurred.

Following initial recognition, intangible assets are carried at cost less any accumulated

amortisation and any accumulated impairment losses.

Amortisation is calculated using the straight-line method over their estimated useful lives of up

to 10 years.

An intangible asset is derecognised on disposal, with any gain or loss arising (calculated as the

difference between the net disposal proceeds and the carrying amount of the item) included in

the consolidated statement of profit or loss in the year of disposal.

Computer software in development is not amortised.

O. Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated using the straight-line method to allocate their cost, net of their

residual values, over their estimated useful lives or, in the case of leasehold improvements the

remaining lease term, if shorter as follows:

Buildings: Right-of-use asset	Over expected lease term (up to 8 years)
Buildings: Leasehold improvements	Up to 15 years
Fixtures, fittings and equipment	3-10 years

The carrying values of plant and equipment are reviewed annually for impairment to assess

whether there are events or changes in circumstances indicating that the carrying values

may not be recoverable. If any such indication exists and where the carrying values exceed

the estimated recoverable amount, the assets or cash generating unit are impaired to their

recoverable amount.

2. Summary of material accounting policy information continued

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Notes to the consolidated financial statements

The recoverable amount of plant and equipment is the greater of fair value less costs to sell and

value in use. In assessing value in use, the estimated future cash flows are discounted to their

present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset. For an asset that does not generate largely

independent cash inflows, the recoverable amount is determined for the cash generating unit

to which the asset belongs .

An item of property, plant or equipment is derecognised upon disposal, with any gain or

loss arising (calculated as the difference between the net disposal proceeds and the carrying

amount of the item) included in the consolidated statement of profit or loss in the year

of disposal.

P. Leases

At inception of a contract, the Group assesses whether a contract is, or contains a lease.

A contract is, or contains, a lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of an identified asset,

the Group assesses whether:

• the contract involves the use of an identified asset;

• the Group has the right to obtain substantially all of the economic benefits from use of the

asset throughout the period of use; and

• the Group has the right to direct the use of the asset.

Right-of-use asset

The Group recognises a right-of-use asset at the lease commencement date. The right-of-

use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any

initial direct costs incurred and an estimate of costs to dismantle and remove the underlying

asset or to restore the underlying asset or the site on which it is located, less any lease

incentives received.

The recognised right-of-use asset is depreciated on a straight-line basis over the shorter of its

estimated useful life and the lease term.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments over the

expected lease term that are not paid at the commencement date, discounted using the

Group’s incremental borrowing rate.

Lease payments include fixed payments less any lease incentives receivable, variable lease

payments that depend on an index or a rate, and amounts expected to be paid under residual

value guarantees.

The lease liability is measured at amortised cost using the effective interest method.

The Group presents right-of-use assets that do not meet the definition of investment property

as “Property, plant and equipment” and lease liabilities as “Interest-bearing loans and lease

liabilities” in the consolidated statement of financial position.

Q. Financial assets and financial liabilities

Financial assets

At initial recognition, the Group measures a financial asset at its fair value plus, in the case

of a financial asset not at fair value through profit or loss, transaction costs that are directly

attributable to the acquisition of the financial asset. Subsequently, excluding derivatives,

financial assets are measured at their amortised cost less impairment.

Financial assets comprise trade receivables and other financial assets, cash and short-term

deposits and derivative financial instruments.

Trade receivables are recognised initially at their transaction price and subsequently measured

at amortised cost, less allowance for expected credit losses. The Group recognises an allowance

for expected lifetime credit losses by applying a simplified approach that uses a provision

matrix based on historical credit loss experience, adjusted for forward-looking factors specific

to the receivable and the economic environment. The provision for expected credit losses is

recognised in the consolidated statement of profit or loss within other costs.

Financial liabilities

At initial recognition, the Group measures a financial liability at its fair value minus, in the case

of a financial liability not at fair value through profit or loss, transaction costs that are directly

attributable to the issue of the financial liability. Subsequently, excluding derivative financial

instruments, financial liabilities are measured at their amortised cost.

Financial liabilities comprise loan notes, preference shares, interest-bearing loans and

other borrowings, trade payables and other liabilities, customer deposits and derivative

financial instruments .

Loan notes, preference shares, interest-bearing loans and other borrowings are initially

recognised at the fair value net of issue costs associated with the borrowing. After initial

recognition, loan notes, preference shares, other interest-bearing loans and other borrowings

are subsequently measured at amortised cost using the effective interest rate method.

2. Summary of material accounting policy information continued

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Notes to the consolidated financial statements

Derivatives and hedging activities

The Group uses derivatives to hedge foreign currency risk and interest rate risk arising from

operational and financing activities. In accordance with internal Group accounting principles,

derivative financial instruments are not used for trading purposes. However, derivatives used

for hedging purposes that are not designated or do not qualify for hedge accounting are

accounted for as trading instruments.

Derivatives are initially recognised at fair value on the date the contract is entered into and are

subsequently remeasured to their fair value at the end of each reporting period. The accounting

for subsequent changes in fair value depends on whether the derivative is designated as a

hedging instrument, and if so, the nature of the item being hedged.

The full fair value of a hedging derivative is classified as a non-current asset or liability when the

remaining maturity of the hedged item is more than 12 months; it is classified as a current asset

or liability when the remaining maturity of the hedged item is less than 12 months. Trading

derivatives are classified as a current asset or liability.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify

as cash flow hedges is recognised in other comprehensive income and accumulated in the

hedging reserve in equity. The gain or loss relating to the ineffective portion is recognised

immediately in the consolidated statement of profit or loss. Amounts accumulated in equity

are reclassified to profit or loss when the hedged item affects profit or loss.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets

the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time

remains in equity and is recognised when the forecast transaction is ultimately recognised in

the consolidated statement of profit or loss. When a forecast transaction is no longer expected

to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to

the consolidated statement of profit or loss.

Derivatives that are not designated nor qualifying for hedge accounting

Changes in the fair value of any derivative instrument that are not designated nor qualifying

for hedge accounting are recognised immediately as finance costs or finance income in the

consolidated statement of profit or loss .

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when the right to receive cash flows from the assets has

expired or when the Group has transferred its contractual right to receive the cash flows from

the financial assets or has assumed an obligation to pay the received cash flows in full without

material delay to a third party, and either:

• substantially all the risks and rewards of ownership have been transferred; or

• substantially all the risks and rewards have neither been retained nor transferred but control

is not retained.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

R. Prepayments

Prepayments are recognised at amortised cost. The Group recognises a provision for non-

recoverable prepayments made to hoteliers based on the financial strength of those hoteliers.

This provision on prepayments is recognised in the consolidated statement of profit or loss

within other costs, and within trade receivables and other assets in the consolidated statement

of financial position.

S. Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents

consist of cash at bank and in hand, short-term deposits with an original maturity of less than

three months and bank overdrafts. Bank overdrafts are shown within borrowings in current

liabilities in the consolidated statement of financial position .

T. Provisions for liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of resources embodying economic benefits

will be required to settle the obligation, and a reliable estimate can be made of the amount of

the obligation.

Provisions are measured at the Directors’ best estimate of the expenditure required to settle the

obligation at the period end.

Retirement benefit liabilities

The Group operates various post-employment schemes, including both defined benefit and

defined contribution pension plans.

Defined benefit plans define an amount of pension benefit that an employee will

receive on retirement, usually dependent on one or more factors such as age, years of

service and compensation.

The liability recognised in the consolidated statement of financial position in respect of defined

benefit pension plans is the present value of the defined benefit obligation at the end of the

reporting period less the fair value of plan assets. The defined benefit obligation is calculated

by independent actuaries using the projected unit credit method. The present value of the

defined benefit obligation is determined by discounting the estimated future cash outflows

using interest rates of high-quality corporate bonds that are denominated in the currency in

which the benefits will be paid, and that have terms to maturity approximating to the terms

of the related pension obligation. In countries where there is no deep market in such bonds,

the market rates on government bonds are used.

2. Summary of material accounting policy information continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 167

Notes to the consolidated financial statements

The current service cost of the defined benefit plan, recognised in the consolidated statement of

profit or loss in employee benefit expense, reflects the increase in the defined benefit obligation

resulting from service in the current year, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the

defined benefit obligation and the fair value of plan assets. This cost is included in employee

benefit expense in the consolidated statement of profit or loss.

Actuarial gains and losses arising from experience adjustments and changes in actuarial

assumptions are charged or credited to other comprehensive income in the period in

which they arise.

For defined contribution plans, the Group pays contributions to publicly or privately

administered pension insurance plans on a mandatory, contractual or voluntary basis.

The Group has no further payment obligations once the contributions have been paid.

The contributions are recognised as employee benefit expense when they are due.

Prepaid contributions are recognised as an asset to the extent that a cash refund or a

reduction in the future payments is available.

U. Long-term incentive plans and share-based payments

Cash-settled long-term incentive plans

Certain employees are members of long-term incentive plans. Awards under the plans are

settled in cash (cash-settled awards). Some of these are based on the value of the underlying

shares in the Group’s ultimate parent Company and consequently are recognised as share-

based payments. The Group recognises a liability when the vesting is deemed probable.

For other cash-settled long-term incentive plans, which are not based on the underlying value

of shares in the parent company, and are therefore accounted for under IAS 19, a liability is

recognised when the employee has rendered the service based on the amount of benefits

expected to be paid in exchange for that service.

Until settlement of the liability, the fair value of the liability is re-measured initially at each

reporting date up to and including the settlement date, with changes in fair value recognised

through profit and loss. The fair value is expensed over the period until the vesting date with

recognition of a corresponding liability.

Equity-settled share-based payments

Certain employees are members of share-based payment plans which are settled in equity

instruments (equity-settled transactions).

Equity-settled share-based payments are measured at the fair value of the equity instruments

granted at the grant date. The fair value is determined using an appropriate valuation model,

considering the terms and conditions upon which the equity instruments were granted.

The cost of equity-settled transactions is recognised, together with a corresponding increase

in equity, over the period in which the performance and/or service conditions are fulfilled (the

vesting period). The cumulative expense recognised reflects the extent to which the vesting

period has expired and the number of awards that are expected to ultimately vest, further

details of which are given in Note 20.

V. Transaction costs of an equity transaction

Transaction costs that are directly attributable to the issuance of new equity instruments are

accounted for as a deduction from equity. Such costs are recognised against share premium

when the equity instruments are issued. Costs that are not directly attributable to the equity

issuance, or that relate to the listing of existing shares, are expensed in the period incurred.

Where transaction costs relate jointly to multiple transactions (e.g., issuance of new shares

and listing of existing shares), they are allocated on a rational and consistent basis between

those transactions.

W. Future accounting developments

The standards and interpretations that are issued and endorsed, but not yet effective, up to the

date of issuance of the Group’s financial statements include:

• Annual Improvements to IFRS Accounting Standards – Volume 11;

• amendments to IAS 21 The effects of changes in foreign exchange rates – Lack of

exchangeability;

• amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments;

and

• amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity.

• The standards and interpretations that are issued but not yet endorsed, up to the date of

issuance of the Group’s financial statements, include:

• IFRS 18 – Presentation and Disclosure in Financial Statements; and

• IFRS 19 – Subsidiaries without Public Accountability: Disclosures.

None of these standards and interpretations are expected to have a significant effect on the

consolidated financial statements of the Group in the near term.

The Group has applied the exception to recognising and disclosing information about deferred

tax assets and liabilities related to Pillar Two Income Taxes. The Group does not anticipate any

near term impact of IAS 12 Income taxes – International tax reform – Pillar two model rules, but

will continue to assess this on an ongoing basis.

2. Summary of material accounting policy information continued

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Notes to the consolidated financial statements

3. Critical accounting judgements and estimates

The preparation of financial information requires the use of judgements, estimates and

assumptions about current and future conditions. The use of available information and the

application of judgements are inherent in the formation of estimates. Actual results in the

future may differ from those reported.

A. Judgements

In the process of applying the Group’s accounting policies, management has made the

following key judgements, being those which have the most significant effect on the amounts

recognised in the consolidated financial statements:

Internally generated intangible assets from software development

The capitalisation of internally generated computer software requires significant judgement in

determining whether the criteria for capitalisation are met and the proportion of attributable

costs. This is a significant judgement as the Group makes material investment in its tech

platforms and the determination of what can be capitalised is complex.

Under IFRS, the costs relating to internally generated computer software intangible assets are

capitalised when the criteria for recognition as assets are met. These conditions include: technical

feasibility; intention to complete; the ability to use the asset under development; and demonstrating

how the asset is controlled by the Group and will generate probable future economic benefits.

The initial capitalisation of costs is based on management’s judgement that technological and

economic feasibility is confirmed. The cost of a recognised internally generated intangible asset

comprises all directly attributable costs necessary to make the asset capable of being used as

intended. This capitalisation of costs of internally developed software requires an estimate of

the cost per employee and the resources used to be capitalised

Revenue recognition

In recognising revenue, judgement is required in determining whether the Group is acting as a

principal or agent and therefore revenues should be recognised on a gross or net basis.

Management has assessed whether the Group acts as a principal or agent by taking into

consideration whether the nature of its promise to the customer is to provide the underlying

goods or services itself (principal) or to arrange for the third party to provide the underlying

goods or services directly to the customer (agent). To conclude this assessment, management

has determined the nature of each of its promises to the customer by first identifying the

specified service to be provided and then assessing whether the Group obtains control of each

specified service before transfer to the customer. In establishing whether the Group controls

the service, management has considered several key factors including: whether the Group is

responsible for fulfilling the delivery of the service; whether the Group is exposed to inventory

risk; and if the Group has discretion in establishing the price for the specified service.

Further details on the conclusions reached are provided in note 2F.

Judgement is also required in assessing the value and accounting treatment as revenue or a

reduction in costs of the liability due to suppliers in the event that invoices received are less

than costs accrued. Cost accruals are recorded based on the best available information at

the time the booking is unconditional and the liability is incurred (typically at check-in date);

adjustments to the amount of these accruals are made when further information is available

to the Group, at the time of receipt of updated information from suppliers, typically by way

of billing. Management has assessed these differences and concluded that materially they

all relate to post arrival adjustments, for example no-shows, and hence should be recognised

within revenue.

Share-based payments

The Group operates a number of long-term incentive plans, some of which are classified as

share-based schemes under IFRS 2 as they relate to the underlying value of shares in the

Group. These allow certain employees the right to receive shares or cash in return for services

rendered, subject to performance conditions. Prior to the listing of the Group on the Spanish

Stock Exchanges, the valuation of the share-based payment expense required a significant

degree of judgement to be applied by management in respect of the assessment of vesting

conditions, specifically in relation to the likelihood of an exit event completing within the

required timeframe.

Taxes

The Group operates in many tax jurisdictions and regimes and it is subject to the tax

implications of operating in different tax environments. Significant management judgement is

required to determine whether deferred tax assets can be recognised, taking into consideration

the availability and accuracy of forecast future profits.

Recoverability of receivables

The recoverability of receivables involves both judgement and estimates. Significant

management judgement is required to measure the expected credit losses on trade

receivables. Judgements have been made in respect of the volumes of future trading with

hoteliers and the creditworthiness of those hoteliers, their financial strength and the quality

of, and demand for, each hotel over the coming seasons, in order to assess the recoverable

amounts of deposits and prepayments made to those hoteliers.

B. Estimates and assumptions

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in the period in which the estimate is revised.

Further information about key assumptions concerning the future and other key sources

of estimation uncertainty are set out below.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 169

Notes to the consolidated financial statements

Impairment of goodwill and other intangible assets

The Group determines whether goodwill and indefinite life intangible assets are impaired at

least on an annual basis. This requires an estimation of the “value in use” of the cash generating

units to which the goodwill and intangible assets are allocated. Estimating the value in use

requires management to estimate the expected future cash flows from each cash generating

unit and to choose a suitable discount rate with which to calculate the present value of those

cash flows.

Further details on impairment of goodwill and other intangible assets testing are provided

in Note 11.

Impairment of investment in associate

The Group assesses at each reporting date whether there is any indication that its investment

in associate may be impaired. If indicators of impairment exist, the recoverable amount of the

investment is compared to its carrying value in order to determine whether an impairment loss

should be recognised.

The recoverable amount is estimated based on the higher of the fair value less costs of disposal

or value in use. This requires a number of key assumptions including projected cash flows,

growth rates, discount rates and other factors, all of which are subject to a high degree of

estimation. Management must use judgment in its assessment of the appropriate inputs.

Further details on the impairment assessment performed and the sensitivity to changes in

estimates are provided in Note 8.

Recoverability of receivables

The Group applies the IFRS 9 simplified approach to measuring expected credit losses (ECL)

on trade receivables which uses a lifetime expected loss allowance. To measure the expected

credit losses, trade receivables have been grouped based on shared credit risk characteristics, as

follows:

• accounts in default: 100% provision against amount outstanding (after deducting amounts

due to the customer deposits and the insured amount);

• accounts with lower credit ratings and non-graded accounts: provision by risk category

based on historical loss experience; and

• disputed accounts more than 90 days overdue: 50% to 100% provision dependent on the ageing.

Receivables which are known to be uncollectible are written off by reducing the carrying

amount directly. Other receivables are assessed collectively to determine whether there is

objective evidence that impairment indicators exist. For these receivables, the estimated

impairment losses are recognised in a separate provision for impairment.

The Group considers that there is evidence of impairment if any of the following indicators

are present:

• significant financial difficulties of the debtor;

• probability that the debtor will enter bankruptcy or financial reorganisation; and

• default or delinquency in payments.

Receivables for which an impairment loss was recognised are written off against the provision

when there is no expectation of recovering additional cash. Impairment losses and subsequent

recoveries of impairment losses are recognised in the consolidated statement of profit or loss

within other costs.

A 20% increase or decrease in the ECL provision rate required would result in a €2m increase

or decrease in the impairment of trade receivables recognised in the consolidated statement

of profit or loss.

Rebates payable to customers / rebates receivable from suppliers

Rebates are variable based on the contractual terms and calculated as a percentage of transaction

volumes. Percentages may vary dependent on thresholds which are defined in the contract.

Rebates are accrued when it is highly probable that the thresholds will be met based on historical

and anticipated trading levels. A 10% overestimate of rebates payable to customers and rebates

receivable from suppliers would reduce revenue for the year ended 30 September 2025 by €3m.

Correspondingly, a 10% underestimate of rebates payable to customers and rebates receivable

from suppliers would increase revenue for the year ended 30 September 2025 by €3m.

Revenue recognition

Management estimates the amount of the liability due to the suppliers which, based on historical

experience and the underlying contractual arrangements, is highly probable not to be settled,

and the release is then recognised in revenue. The Group’s typical contract specifies a six month

period, with adjustment made for specific arrangements and practices with suppliers where relevant.

4. Revenue from contracts with customers

Disaggregated revenue information

Detailed below is the disaggregation of the Group’s revenue:

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Revenue recognised at point in time	707	685
Revenue recognised over time	13	8
Total revenue	720	693

3. Critical accounting judgements and estimates continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 170

Notes to the consolidated financial statements

4. Revenue from contracts with customers continued

Revenue recognised at point in time relates to revenue from accommodation and related

services, including car rental, experiences and transfers, all of which are recognised at the

point of check-in per the booking or when the transfer or activity has taken place. No revenue

is recognised until the booking is non-refundable. Revenue recognised over time comprises

rebates payable to customers, rebates receivable from suppliers and revenue from Hoteltech.

Rebates payable to customers and rebates receivable from suppliers are calculated based on

the underlying volume of revenue which is recognised at a point in time. These rebates result

in a reduction or increase to total revenue respectively. Revenue by travel destination for the

Group is detailed below:

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Spain	88	82
Other European countries	264	261
USA	126	123
Other American countries	99	95
Rest of the world	143	132
Total revenue	720	693

The Group’s ten largest customers by Total Transaction Value (TTV) represent approximately

29% of total TTV (30 September 2024: 30%). No single customer represents more than 10% of the

Group’s TTV and the Group’s revenue.

	Trade receivables and contract liabilities
	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m	1 October 2023
Trade receivables (note 14)	488	478	380
Contract liabilities (note 15)	(94)	(92)	(94)

Payment terms on trade receivables are different for each customer. Contracts with customers

do not contain significant financing components.

Contract liabilities relate to deferred revenue. The amount of revenue recognised during the

year ended 30 September 2025 from amounts included in contract liabilities at the beginning

of the period totalled €92m (30 September 2024: €94m). Amounts recognised as deferred

revenue at 30 September 2025 totalled €94m, and are expected to be recognised as revenue

within one year.

The Group does not have material contract assets.

No revenue was recognised relating to performance obligations that were satisfied in prior years.

5. Other income and other costs

Other income

Other income relates to rebates received in relation to payments to suppliers made by virtual

credit card .

Other costs

Other costs relate to variable expenses the Group incurs in order to generate revenue. These

include credit card fees, marketing costs, platform fees, certain commissions and foreign

exchange translation costs. For the year ended 30 September 2025, foreign exchange

translation costs included within other costs were €1m (2024: €nil) .

6. Operating expenses

Considering the Group operates as an agent, operating expenses has been identified as a

function in the Group with the following key costs being identified within that function:

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Employee-related expenses	354	207
Administrative expenses	95	90
Non-underlying items	20	25
Total operating expenses	469	322

Employee-related expenses

Employee costs for the Group are detailed below:

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Wages and salaries	165	190
Social security costs	36	41
Non-recurring employee costs (including related social
security)	180	–
Other benefits	6	10
Total employee costs	387	241
Capitalised employee costs	(28)	(25)
Employee costs considered as non-underlying items	(5)	(9)
Total employee-related expenses	354	207

Included within employee costs are €5m of severance costs which are included within non-

underlying items for the year ended 30 September 2025 (2024: €9m) .

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 171

Notes to the consolidated financial statements

The average number of employees (as per the Companies Act) for the Group was:

	Year ended	Year ended
Number	30 September 2025	30 September 2024
Business-related functions	2,608	2,695
Support functions	994	997
Total	3,602	3,692

The number of employees (in accordance with Spanish Royal Decree 1159/2010) and distribution

by category and gender for the Group is detailed below. For the year ended 30 September 2024

this information was not included in the consolidated financial statements of HBG Limited, the

former parent Company, and consequently the comparative figures were not audited.

				Headcount as at 30 September 2025
					Average
Number	Female	Male	Not stated	Total	headcount
Senior Management Team	2	7	-	9	9
Directors	41	66	-	107	103
Managers	532	474	9	1,015	1,022
Individual contributors	1,403	953	20	2,376	2,410
Total	1,978	1,500	29	3,507	3,544

				Headcount as at 30 September 2024
					Average
Number	Female	Male	Not stated	Total	headcount
Senior Management Team	2	7	-	9	10
Directors	32	60	-	92	87
Managers	477	482	11	970	927
Individual contributors	1,551	995	69	2,615	2,621
Total	2,062	1,544	80	3,686	3,645

During the year ended 30 September 2025, the average number of employees with a disability

of 33% or more was 5 managers and 12 individual contributors (year ended 30 September 2024:

4 managers and 5 individual contributors).

Non-underlying items

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Advisory costs	15	16
Restructuring costs	5	9
Total non-underlying items	20	25

Non-underlying items principally comprise one-off advisory and assurance costs related to

specific projects for €15m (2024: €16m), principally IPO-related costs, and severance costs

related to major restructuring programmes totalling €5m (2024: €9m).

Of the €20m of non-underlying costs incurred in the year ended 30 September 2025 (30

September 2024: €25m), €16m were paid during the year ended 30 September 2025 (30

September 2024: €15m). The remaining cost is committed and included within liabilities.

Directors’ remuneration

Total Directors’ remuneration was €43m (2024: €4m) with €42m (2024: €nil) paid under

incentive schemes. Pension contributions of less than €0.1m (2024: less than €0.1m) were

made for 3 Directors (2024: 1). The highest paid Director received total remuneration (including

incentives) of €34m (2024: €3m), with less than €0.1m (2024: less than €0.1m) contributed to

money purchase pension schemes. The prior year comparatives relate to the remuneration of

the Directors of HBG Limited.

Auditors’ remuneration

The Group (including its overseas subsidiaries) obtained the following services from the

Company’s auditors PricewaterhouseCoopers LLP and their associates:

		Year ended	Year ended
		30 September 2025	30 September 2024
		€m	€m
Fees payable to the auditors and their associates for the audit of the consolidated financial statements		1.5	1.0
Fees payable to the auditors and their associates for other services:
•	Audit-related assurance services	0.1	–
•	Audit of the financial statements of the Company’s
	subsidiaries	0.3	0.4
•	Other assurance services 1	1.6	1.4
•	Advisory services 1	0.2	0.3
Total auditors’ remuneration		3.7	3.1

1. Other assurance services comprise €1.4m in relation to the IPO to provide assurance services for various

periods up to 30 September 2025, and €0.2m for CSRD assurance in respect of the current year. Advisory

services include fees related to due diligence services.

6. Operating expenses continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 172

Notes to the consolidated financial statements

7. Finance costs and income

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Interest on loan notes (Note 19)	(57)	(139)
Senior debt interest and associated costs	(118)	(157)
Interest on revolving credit facility from lenders	(2)	(4)
Dividends on preference shares (Note 19)	(2)	(17)
Hedging cost	(6)	(6)
Other interest and similar expenses	(5)	(4)
Total finance costs	(190)	(327)
Bank interest income	6	10
Modification gain on senior debt	–	4
Foreign exchange gains, net	4	5
Total finance income	10	19
Net finance costs	(180)	(308)

Senior debt interest is calculated using the effective rate method and includes €5m relating to

the amortisation of issue costs (2024: €6m).

Included within senior debt interest and associated costs for the year ended 30 September 2025

is a loss on extinguishment relating to the former senior debt facility totalling €29m (Note 17).

8. Investment in associate

On 19 June 2024, a Group subsidiary, Trina Group Limited, acquired a 25% interest in PerfectStay.

com SAS, a B2B tour operator specialising in packaged travel sales, for a consideration of €31m

and related acquisition costs of €1m. PerfectStay.com SAS is a private entity mainly present in

France and in the UK that is not listed on any public exchange, with its registered office located

at 10, rue de Penthièvre, 75008 Paris, France.

The Group’s interest in PerfectStay.com SAS is accounted for using the equity method in the

consolidated financial statements. The following table illustrates the summarised financial

information of the Group’s investment in PerfectStay.com SAS:

Summarised statement of financial position of PerfectStay.com SAS:

	As at	As at
	30 September 2025	30September 2024
	€m	€m
Non-current assets	5	6
Current assets	44	49
Current liabilities	(59)	(55)
Non-current liabilities	(2)	(4)
Net liabilities	(12)	(4)
Group’s share of net liabilities	(3)	(1)
Exchange differences	(1)	–
Goodwill	33	33
Group’s carrying value of the investment	29	32

Summarised statement of profit or loss of associate:

		Period from
	Year ended	19 June 2024 to
	30 September 2025	30 September 2024
	€m	€m
Revenue from contracts with customers	16	4
Other income	2	–
Other costs	(2)	–
Operating expenses	(21)	(5)
Depreciation and amortisation	(2)	–
Loss for the period	(7)	(1)
Group’s share of net loss for the period	(2)	–

An impairment trigger has been identified in respect of the investment held by the Group in

the associate PerfectStay.com SAS where growth since initial acquisition has been slower than

initially forecast. This has required a full impairment assessment to be undertaken.

The recoverable amount of the investment has been determined based on a fair value less costs

of disposal approach considering the value arising from the continuing operational cashflows

as well as the value associated with the Group’s non-participation liquidation preference rights.

No impairment has been recognised following this assessment .

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 173

Notes to the consolidated financial statements

The calculations are based on cash flow projections covering a five-year period which is then

extrapolated into perpetuity, using an 11.5% discount rate. Cash flows in the first five years

estimate Total Transaction Value (TTV) growth rates of between 0% and 40% aligned to the

forecast volume growth associated with new and existing major contracts and partnerships.

A long-term growth rate of 2.1% has been applied in the terminal year. The valuation is most

sensitive to the cash flows associated with the non-delivery of the forecast TTV growth rates

and the non-delivery of forecast synergies and efficiencies as the business continues to scale.

To illustrate this cash flow risk, a 2% increase in the discount rate applied would reduce the

recoverable amount of the investment by €2.5m.

The associate had no contingent liabilities or capital commitments as at 30 September 2025

(30 September 2024: €nil).

9. Taxation

Analysis of (expense) / credit for the year:

		Year ended	Year ended
		30 September 2025	30 September 2024
		€m	€m
Current income tax:
•	UK	–	(1)
•	Overseas	(30)	(33)
•	Adjustment in respect of previous period	(5)	5
Total current income tax		(35)	(29)
Deferred tax:
•	Arising from origination and reversal of temporary
	differences	8	14
•	Reversed on tax losses utilised	–	(6)
•	Previously unrecognised deferred tax assets now
	recognised and/or utilised	10	31
•	Reassessment of deferred tax liabilities	–	9
•	Adjustment in respect of previous period	–	5
Total deferred tax		18	53
Total tax (expense) / credit in the consolidated statement
of profit or loss		(17)	24

A reconciliation of corporate income tax credit applicable to the loss before taxation at the

standard rate of UK corporation tax to the corporate income tax (expense) / credit for the year

ended 30 September is as follows:

		Year ended	Year ended
		30 September 2025	30 September 2024
		€m	€m
Loss before taxation		(53)	(48)
Loss multiplied by the effective standard rate of UK
corporation tax of 25% (2024: 25%)		13	12
Effects of:
•	Adjustment in respect of previous period	(5)	10
•	Non-recoverable overseas withholding taxes	–	(1)
•	Interest costs for which no tax deduction is available	(41)	(66)
•	Tax losses utilised for which no deferred income tax asset
	was recognised	–	17
•	Previously unrecognised deferred tax assets now
	recognised and/or utilised	10	31
•	Other permanent differences	1	4
•	Different tax rates of subsidiaries operating in other
	jurisdictions	5	8
•	Reassessment of deferred tax liabilities	–	9
Total tax (expense) / credit in the consolidated statement
of profit or loss		(17)	24

The Group’s tax charge is driven by its geographical mix of profits which are subject to

statutory rates of tax principally ranging from 9% to 25%. The majority of the Group’s taxes

arise in its major trading jurisdictions, such as Spain, the UK, the US, Switzerland, Singapore,

Australia and Mexico.

8. Investment in associate continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 174

Notes to the consolidated financial statements

9. Taxation continued

The Group’s deferred tax balances are detailed as follows:

		As at	As at
		30 September 2025	30September 2024
		€m	€m
Deferred tax liabilities recognised from business
combinations		(76)	(89)
Tax losses for which deferred tax assets have been recognised		44	51
Deferred tax assets arising from other temporary differences		27	15
Net deferred tax liabilities		(5)	(23)
Reflected in the consolidated statement of financial position
as follows:
•	Deferred tax assets	30	20
•	Deferred tax liabilities	(35)	(43)
Deferred tax liabilities, net		(5)	(23)

The movements in deferred tax are detailed as follows:

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Balance at 1 October	(23)	(76)
Deferred tax liability arising from business combination	(1)	–
Reversal of temporary differences from previous business
combinations	15	16
Deferred tax arising from origination of other temporary
differences	3	(2)
Adjustment in respect of previous period	–	5
Tax losses utilised for which a deferred tax assets were previously recognised	(10)	(6)
Previously unrecognised deferred tax assets now recognised
and/or utilised	10	31
Reassessment of deferred tax liabilities	–	9
Exchange differences	1	–
Balance at 30 September	(5)	(23)

Deferred tax assets and liabilities are presented net on a jurisdictional basis. The Group offsets

deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off

current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities

relate to income taxes levied by the same taxation authority on either the same taxable entity or

different taxable entities which intend either to settle current tax liabilities and assets on a net

basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which

significant amounts of deferred tax liabilities or assets are expected to be settled or recovered .

Deferred tax assets are predominantly recognised in Spain and in the US and unrecognised

predominantly in the UK where the Group remains loss making.

The Group has not recognised deferred tax assets of €64m (2024: €56m) in respect of

accumulated losses amounting to €257m (2024: €223m) that can be carried forward against

future taxable income. €1m of these losses expire in 2030, €1m of these losses expire in 2031 and

€1m expire after 2032. The remainder of these losses do not expire. These assets have not been

recognised because the Directors are not assured of the timing of when the Group will be able

to utilise those tax losses in the future.

Additionally, in the UK the Group did not recognise deferred tax assets of €138m (2024: €109m)

in respect of finance expenses carried forward amounting to €552m (2024: €436m). The Group

did not recognise deferred tax assets of €7m (2024: €6m) in respect of capital losses amounting

to €27m (2024: €26m).

In Spain, the Group did not recognise deferred tax assets of €43m (2024: €45m) in respect of

finance expenses carried forward amounting to €174m (2024: €182m). In the USA, the Group

did not recognise deferred tax assets of €30m (2024: €28m) in respect of finance expenses

carried forward amounting to €142m (2024: €132m).

The Directors are not assured of the timing of when the Group will be able to utilise these

deductions in the future.

Factors affecting the future tax charges & other tax matters

As an international Group, HBX is subject to tax laws and regulations in all the countries in which it

conducts business. Every effort is made to be compliant with all relevant tax laws and regulations.

However, the Group’s subsidiaries are subject, periodically, to tax audits by the tax authorities in the

countries where the Group operates. The tax authorities can take a different interpretation of tax

laws and regulations to that adopted or used by the HBX Group subsidiary company. This can lead

to disputes which may increase or decrease the Group’s overall tax liabilities.

In August 2023, the Group submitted an application to the UK High Court to request a judicial

review of HM Revenue & Customs’ (“HMRC”) decision to refuse to repay input VAT to a Group

subsidiary on the basis that the entity was unable to obtain and provide invoices from certain

suppliers that it paid using virtual credit cards (VCC). The outstanding VAT had been provided

for in full at 30 September 2024. The UK High Court hearing took place in October 2024. On 9

September 2025, the UK High Court handed down a judgment permitting the judicial review

and requiring HMRC to repay the outstanding input VAT in full to the Group subsidiary. HMRC

did not appeal the judgment of the UK High Court and the decision is final. All outstanding

amounts of input VAT were paid to the Group subsidiary in October 2025. This matter is now

closed and the provision previously recognised and totalling €6m was released during the year

ended 30 September 2025.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 175

Notes to the consolidated financial statements

9. Taxation continued

The New York State tax authorities are conducting a routine tax audit of Hotelbeds USA Inc for

the period from June 2019 to November 2022 in connection with New York State sales taxes.

The tax authorities have raised two issues relating to sales taxes paid by Hotelbeds USA Inc.

to hotels and sales taxes charged by Hotelbeds USA Inc. to its customers. The tax authorities

issued a Notice of Determination to assess sales taxes. Hotelbeds USA Inc. appealed against

this Notice of Determination as it considered that the sales taxes being assessed were not

applicable to its business operations and that the calculations made by the tax authorities were

not correct. Following extensive discussions with the New York State tax authorities, Hotelbeds

USA Inc. will make a settlement payment of €2m and associated interest to close the audit.

In February 2023, the Spanish tax authorities informed the Group that it would be performing

a routine review of the Group’s Spanish business activities for the purposes of Spain’s Digital

Services Tax (DST). In July 2024, the Spanish tax authorities raised assessments on three of

the Group’s Spanish companies, totalling €3.1million, on the basis that Spanish DST was

applicable to their business operations. The Group disagreed with the position of the Spanish

tax authorities and appealed against these assessments in September 2024 on the basis that

Spanish DST is not applicable to its business operations. In May 2025, the Spanish tax authorities

informed the Group that it had withdrawn the assessments against the Group’s three Spanish

subsidiaries and that they did not have liabilities to Spanish DST as DST was not applicable to its

current business operations. This matter is now closed .

10. Loss per share

Basic loss per share is calculated by dividing the loss for the year attributable to ordinary equity

holders of the parent by the weighted average number of ordinary shares outstanding during

the year.

To facilitate relevant comparison, the weighted average number of shares for the year ended

30 September 2024 is calculated based on the number of shares in HBX Group International

plc immediately after the share for share exchange and management selldown as if they had

happened at 1 October 2023.

The weighted average number of shares for the year ended 30 September 2025 reflects the

share capital of HBX Group International plc, including the impact of the share for share

exchange and management sell down as if they had happened prior to 1 October 2024.

Subsequent issuance of shares has been included at the date of issue.

For the year ended 30 September 2024 and 30 September 2025, HBX Group International plc

had no potentially dilutive ordinary shares. Therefore, there is no difference between basic and

diluted loss per share.

The following table reflects the loss and share data used in the basic losses per share calculations:

	Year ended	Year ended
	30 September 2025	30 September 2024
	€m	€m
Loss attributable to ordinary equity holders of the parent (€m)	(69)	(24)
Weighted average number of ordinary shares (millions) (Note 18)	222	180
Basic and diluted loss per share (€)	(0.31)	(0.13)

11. Goodwill and other intangible assets

			Other intangible assets
		Customer	Computer
	Goodwill	relationships	Software 1	Total
	€m	€m	€m	€m
Cost
At 1 October 2023	1,550	819	336	2,705
Additions – internally generated	–	–	41	41
Retirements	–	–	(25)	(25)
Exchange differences	(15)	(11)	–	(26)
At 30 September 2024	1,535	808	352	2,695
Additions – internally generated	–	–	42	42
Additions – business combination (Note 12)	6	–	4	10
Exchange differences	(17)	(12)	(1)	(30)
At 30 September 2025	1,524	796	397	2,717
Accumulated amortisation
At 1 October 2023	–	(357)	(222)	(579)
Amortisation charge for the year	–	(55)	(40)	(95)
Retirements	–	–	25	25
Exchange differences	–	6	–	6
At 30 September 2024	–	(406)	(237)	(643)
Amortisation charge for the year	–	(55)	(40)	(95)
Exchange differences	–	7	1	8
At 30 September 2025	–	(454)	(276)	(730)
Net book value
At 1 October 2023	1,550	462	114	2,126
At 30 September 2024	1,535	402	115	2,052
At 30 September 2025	1,524	342	121	1,987

1. At 30 September 2025, computer software includes internally generated intangible assets with a net book

value of €101m (30 September 2024: €86m). The additions of internally generated intangible assets for the

year ended 30 September 2025 comprise employee costs of €28m (2024: €25m), as detailed in Note 6.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 176

Notes to the consolidated financial statements

Goodwill impairment testing

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating

units (“CGUs”) that are expected to benefit from that business combination. The Group has

only two operating segments and considers there to be only two CGUs: accommodation,

mobility and experiences (transfers, activities and car rental); and Hoteltech. All goodwill was

attributable to accommodation, mobility and experiences. The Group tests goodwill annually

for impairment or more frequently if there are indications that the goodwill might be impaired.

The recoverable amount of the CGU is determined from the value in use calculation. Value in

use has been determined as the present value of expected future cash flows associated with

the accommodation, mobility and experiences CGU. The cash flows used in this calculation are

consistent with those monitored by management. Expected future cash flows are derived from

financial plans reviewed and approved by senior management, covering a period of three years.

Parameters used for the calculation of the value in use:

	As at	As at
	30 September 2025	30 September 2024
Terminal growth rate	2.1%	2.1%
Tax rate	25%	25%
Pre-tax discount rate (derived from weighted average cost of capital “WACC”)	10.5%	11.2%

The extrapolated cash flows in perpetuity are based on an estimated growth rate, being an

estimated average of long-term economic growth rates for the principal countries in which

the Group operates. The decrease in the pre-tax discount rate between the year ended 30

September 2025 and the year ended 30 September 2024 is mainly due to the decrease in

interest rate combined with a change in the debt/equity.

Management estimates discount rates using pre-tax rates reflecting current market

assessments of the time value of money and the risks specific to the CGU and considers that

no reasonably possible change in the key assumptions on which the recoverable amounts are

based would cause the carrying amount of goodwill to exceed its recoverable amount .

Since the determination of both a WACC and an estimated growth rate in perpetuity are

judgemental, sensitivity calculations have been performed to assess how changes in these

estimates would impact the results of the impairment test. To eliminate the existing headroom,

the WACC rate would need to increase or the estimated terminal growth rate would need to

decrease by the following percentage points (ppt), respectively:

	As at	As at
	30 September 2025	30 September 2024
WACC	38.4 ppt	29.2 ppt
Terminal growth rate	(103.0) ppt	(77.2) ppt

An increase to the WACC rate or a decrease to the estimated growth rate of more than

these percentage points would result in an impairment to goodwill having to be recognised.

However, these scenarios are not considered to be a reasonably possible outcome for the year

ended 30 September 2025.

Management has considered a downside scenario consistent with the Directors’ severe but

plausible scenario which represents a 20% reduction in the Adjusted EBITDA. This leads to an

overall reduction of the expected future cash flows of 14% for the year ended 30 September

2025 (30 September 2024: 27%) but still retains a comfortable headroom.

Management has also given consideration to the disparity between the value in use and the

market capitalisation at 30 September 2025. The difference between the value in use and the

market capitalisation is principally a reflection of short-term volatility, investor sentiment and

the illiquidity of the Group's shares and is not an indication of impairment

As a result of this impairment review, no impairment has been recognised in the year ended

30 September 2025 (30 September 2024: €nil).

Non-current assets by geographic area are detailed in the table below:

				Rest of the
	Spain	USA	UK	world	Total
	€m	€m	€m	€m	€m
At 30 September 2025
Other intangible assets	170	55	27	211	463
Property, plant and equipment (Note 13)	6	–	–	6	12
Investment in associate (Note 8)	–	–	29	–	29
At 30 September 2024
Other intangible assets	167	67	31	252	517
Property, plant and equipment (Note 13)	4	–	–	6	10
Investment in associate (Note 8)	–	–	32	–	32

11. Goodwill and other intangible assets continued

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 177

Notes to the consolidated financial statements

12. Business combination

On 12 May 2025, the Group completed the acquisition of Civitfun Tourism S.L., a Spanish private

limited liability company with registered office at Calle Aguere, 9, Torres De Cristal, Local 1, Local

Dyrecto, 38005, Santa Cruz de Tenerife. The deal was legally structured via the acquisition of

100% of the company and its directly owned subsidiary Apploading S.L. The legal entities within

the Civitfun group are set out in Note 19.

The main activity of Civitfun is the development of software for the management of guest

check-in at hotels.

The acquisition will further complement the existing portfolio of services offered by the Group

and reinforces the Group’s commitment to ecosystem growth.

Costs related to the acquisition of €0.2m have been expensed as incurred and recognised as

non-underlying items.

Post-acquisition results of the acquired business for the year ended 30 September 2025 are

included in the Group consolidated financial statements, resulting in a €0.3m increase in

revenue and a €0.4m reduction in operating profit. If the acquisition of Civitfun had completed

on the first day of the financial year, revenue included for the year would have been €0.9m and

an operating loss of €1.4m.

The estimated fair values of the identifiable assets and liabilities at the acquisition date are set

out below:

	As at 12 May 2025
	€m
Non-current assets
Computer software	4
Total non-current assets	4
Other assets and liabilities, net	(1)
Total identifiable net assets at fair value	3
Goodwill arising on acquisition	6
Purchase consideration	9
Consideration transferred	3
Contingent consideration liability	6
Purchase consideration	9
Cash acquired	–
Total consideration cash flow	3

Goodwill of €6m principally represents the estimated value of the expected synergies that will

arise from the acquisition.

There were no acquisitions in the year ended 30 September 2024.

Contingent consideration liability

As part of the purchase agreement with the previous owners of the Civitfun Group, a

contingent consideration has been agreed, comprising additional cash payments to the

previous owners of Civitfun Tourism S.L. based on a multiple of the EBITDA for the year ended

30 September 2027.

As at the acquisition date, the fair value of the contingent consideration was estimated to be

€6m, which is included within non-current other payables (Note 15).

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 178

Notes to the consolidated financial statements

13. Property, plant and equipment

		Fixtures, fittings
	Buildings	and equipment	Total
	€m	€m	€m
Cost
At 1 October 2023	27	22	49
Additions: Right-of-use assets	2	–	2
Additions	–	1	1
Disposals and retirements	(3)	(2)	(5)
Exchange differences	(1)	–	(1)
At 30 September 2024	25	21	46
Additions: Right-of-use assets	4	–	4
Additions	2	1	3
Disposals and retirements	(15)	(1)	(16)
At 30 September 2025	16	21	37
Accumulated depreciation
At 1 October 2023	(18)	(16)	(34)
Depreciation charge for the year	(5)	(3)	(8)
Disposals and retirements	3	2	5
Revaluation of depreciation: Right-of-use
assets	–	1	1
At 30 September 2024	(20)	(16)	(36)
Depreciation charge for the year	(4)	(1)	(5)
Disposals and retirements	15	1	16
At 30 September 2025	(9)	(16)	(25)
Net book value
At 1 October 2023	9	6	15
At 30 September 2024	5	5	10
At 30 September 2025	7	5	12

Property, plant and equipment comprise owned and leased (right-of-use) assets that do not

meet the definition of investment property. The Group leases a number of assets including

buildings, vehicles and IT equipment. Information about right-of-use assets related to leases for

which the Group is a lessee is presented below:

		Fixtures, fittings
	Buildings	and equipment	Total
	€m	€m	€m
Balance at 1 October 2023	7	2	9
Additions	2	–	2
Depreciation charge for the year	(5)	(1)	(6)
Revaluation of depreciation	–	1	1
Balance at 30 September 2024	4	2	6
Additions	4	–	4
Depreciation charge for the year	(4)	–	(4)
Balance at 30 September 2025	4	2	6

14. Trade receivables and other assets

		As at 30 September 2025		As at 30 September 2024
	Non-current	Current	Non-current	Current
	€m	€m	€m	€m
Trade receivables, net of provisions	–	488	–	478
Supplier deposits	1	3	1	6
Other receivables	2	25	2	33
VAT recoverable and other taxes	–	26	–	20
Trade prepayments	55	55	6	43
Other prepayments	–	9	–	8
Accrued other income	–	17	–	20
Total trade receivables and other assets	58	623	9	608

Trade receivables are non-interest bearing. Trade receivables are stated net of the expected

lifetime credit loss, which is calculated in accordance with the methodology detailed in Note 3B.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 179

Notes to the consolidated financial statements

Other receivables principally relate to rebates receivable from suppliers and supplier deposits.

Trade prepayments principally relate to advance payments to accommodation providers

and customers. Included in long term prepayments at 30 September 2025 is €49m paid to

customers in exchange for future committed volumes which is being amortised through the

profit and loss account over the duration of the agreement.

At 30 September, the ageing of the gross carrying amount of trade receivables is as follows:

					Days past due
	Total	Current	< 30 days	30-90 days	> 90 days
	€m	€m	€m	€m	€m
2025	523	457	28	10	28
2024	504	427	55	13	9

The expected credit loss allowance against trade receivables is €35m at 30 September 2025

(30 September 2024: €26m).

The movement in the credit loss allowance was as follows:

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Balance at 1 October	26	29
Loss allowance measured under lifetime ECL	18	1
Amounts written off during the year	(1)	(2)
Reversal of loss allowance brought forward	(8)	(1)
Exchange differences	–	(1)
Balance at 30 September	35	26

Information on credit exposure is disclosed in Note 17 .

14. Trade receivables and other assets continued 15. Trade payables and other liabilities

		As at 30 September 2025		As at 30 September 2024
	Non-current	Current	Non-current	Current
	€m	€m	€m	€m
Trade payables	–	1,173	–	1,065
Customer deposits	33	1	33	–
Other payables	7	90	1	99
VAT payable and other taxes	–	11	–	8
Accruals	–	63	–	87
Deferred income	–	94	–	92
Total trade payables and other liabilities	40	1,432	34	1,351

Current other payables principally comprise rebates payable to customers.

Accruals comprise employee-related accruals and other overheads accruals.

Deferred income constitutes contract liabilities as detailed in Note 4.

For explanations on the Group’s liquidity risk management processes, refer to Note 17 .

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 180

Notes to the consolidated financial statements

16. Provisions for liabilities

		Other	Provision for
	Retirement	provisions for	buildings	Other
	benefits	employees 1	restoration 2	provisions 3	Total
	€m	€m	€m	€m	€m
At 1 October 2023	1	20	3	4	28
Additional provisions	1	9	–	1	11
Reversals	–	(1)	–	–	(1)
Utilised	–	–	(1)	(1)	(2)
At 30 September 2024	2	28	2	4	36
Additional provisions	–	–	–	3	3
Reversals	–	–	(1)	–	(1)
Utilised	–	(23)	(1)	–	(24)
At 30 September 2025	2	5	–	7	14
At 30 September 2024
Current	–	23	2	3	28
Non-current	2	5	–	1	8
	2	28	2	4	36
At 30 September 2025
Current	–	–	–	6	6
Non-current	2	5	–	1	8
	2	5	–	7	14

1. Other provisions for employees relate to legal provisions (30 September 2024: €5m). At 30 September 2024,

other provisions for employees also included a provision for long term employee incentive plans of €14m and

a provision for share-based payments of €9m. These provisions have been fully utilised during the year.

2. Provision for estimated restoration costs on leased buildings. The provision held at 30 September 2024 was

utilised during the year, with any excess provision released.

3. Other provisions of €7m principally comprise outstanding litigation claims in the Group companies totalling

€4m (30 September 2024: €3m). A consistent methodology based upon historical claim patterns, average

claim amounts, external legal advice and future expectations is used to determine those amounts. It is

expected that €3m of these costs will be incurred in the next financial year and €1m in more than a year.

17. Financial assets and financial liabilities

Financial assets

The table below analyses the Group’s financial assets into their relevant categories:

		Derivatives
	Financial	at fair value	Derivatives
	assets at	through	designated
	amortised	profit and	as hedging
	cost	loss	instruments	Total
	€m	€m	€m	€m
At 30 September 2025
Derivatives	–	7	3	10
Trade receivables and other assets 4 (Note 14)	536	–	–	536
Other financial assets	1	–	–	1
Cash and cash equivalents	820	–	–	820
Total financial assets	1,357	7	3	1,367
Total current	1,353	7	3	1,363
Total non-current	4	–	–	4
At 30 September 2024
Derivatives	–	4	4	8
Trade receivables and other assets 4 (Note 14)	540	–	–	540
Other financial assets	2	–	–	2
Cash and cash equivalents	686	–	–	686
Total financial assets	1,228	4	4	1,236
Total current	1,223	4	4	1,231
Total non-current	5	–	–	5

4. Excluding non-financial assets .

Derivatives at fair value through profit and loss

Derivatives at fair value through profit and loss reflect the positive change in fair value of foreign

exchange forward and collar contracts that are not designated in hedge relationships, but are,

nevertheless, intended to reduce the level of foreign exchange rate risk on highly probable

forecast sales and purchases.

Derivatives designated as hedging instruments

The Group is exposed to certain risks relating to its ongoing business operations. The primary

risk managed using derivative instruments is foreign currency risk. Some foreign exchange

forward contracts are designated as hedging instruments in cash flow hedges of forecast highly

probable sales and purchases.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 181

Notes to the consolidated financial statements

17. Financial assets and financial liabilities continued

Financial liabilities

Financial liabilities (at amortised cost): Interest-bearing loans and other borrowings

	Interest rate	Maturity	Carrying value
	%		€m
At 30 September 2025
€600m senior debt (term loan A)	EURIBOR+2.00	2030	598
€600m senior debt (term loan B)	EURIBOR+2.75	2032	602
Bank loans (other)	2.07	2026–2037	2
Other borrowings 1	–	On demand	15
Lease liabilities	4.25/6.58/4.93	2025–2031	7
Total interest-bearing loans and other borrowings			1,224
Total current			41
Total non-current			1,183
At 30 September 2024
€760m senior debt (term loan B3)	EURIBOR+4.50	2028	764
€948m senior debt (term loan D2)	EURIBOR+4.25	2027	976
Bank loans (other)	1.78	2026–2030	4
Other borrowings 1	–	On demand	13
Lease liabilities	4.25/6.58	2024–2029	6
Total interest-bearing loans and lease liabilities			1,763
€719m loan notes 2	10	2056	1,528
€27m preference shares 2	10	–	53
Total loan notes and preference shares			1,581
Total interest-bearing loans and other borrowings			3,344
Total current			82
Total non-current			3,262

1. Other borrowings include confirming balances of €9m and recourse factoring balances of €6m at the year

ended 30 September 2025 (30 September 2024: confirming balances of €13m). Proceeds and repayments of

factoring balances are included as cash flows from financing activities in the consolidated statement of cash

flows. Proceeds and repayments of confirming balances are included as cash flows from operating activities

in the consolidated statement of cash flows.

2. For the purposes of the maturity profile, the Group assumed the repayment date (being an exit as defined by

the HBG Limited articles of association) of the loan notes and of the preference shares being 2028 for the year

ended 30 September 2024.

Lease liabilities

The Group leases many assets including buildings, vehicles and IT equipment for which lease

liabilities have been recognised.

On application of IFRS 16, the Group applied an incremental borrowing rate of 4.25%. From 1

October 2022, this was updated to 6.58% and from 1 March 2025 an incremental rate of 4.93%

has been applied to all new leases.

For the year ended 30 September 2025, the Group paid €5m (30 September 2024: €6m) of

lease liabilities including interest expense for less than €1m (2024: less than €1m).

Senior debt

On 10 February 2025, the Group signed a new syndicated Senior Facilities Agreement (SFA).

The existing senior facilities agreement in place since 11 July 2016 and held by a subsidiary of the

Group was repaid in full on 14 February 2025 for a total amount of €1,749m, including accrued

interest. Consequently, a loss on extinguishment of the existing senior facilities of €29m

(being the difference between the carrying value of the liability at the date of extinguishment

and the consideration paid) has been recognised in full as finance costs in the year ended 30

September 2025.

The new SFA provides the following facilities to the Group:

• Term loan A, with a principal amount of €600m, bearing interest at EURIBOR + 2.00% and

maturing in 2030;

• Term loan B, with a principal amount of €600m, bearing interest at EURIBOR + 2.75% and

maturing in 2032; and

• Revolving credit facility of €400m, bearing interest at EURIBOR + 2.00% and maturing in 2030.

The transaction costs relating to the new SFA totalled €23m, comprising lenders fees of €18m

and other professional fees of €5m. These have been capitalised and will be amortised over the

remaining life of the senior debt.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 182

Notes to the consolidated financial statements

All term loans are stated net of issue costs. These costs are amortised over the life of the loans.

The outstanding balance of issue costs is as follows:

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Term loan A	12	–
Term loan B	9	–
Term loan B3	–	24
Term loan D2	–	4
Total issue costs	21	28

Only the term loan A and the revolving credit facility are subject to a financial covenant

restriction over the total net leverage (being the ratio of total net debt to consolidated pro

forma EBITDA as per the SFA). Failure to meet the financial covenant restriction results in

all amounts outstanding and related to the term loan A and the revolving credit facility

becoming immediately due and payable. The Group was compliant with this financial covenant

requirement for 2025 and does not foresee any issue complying with it for the forthcoming

financial year.

Loan notes and preference shares

On 11 February 2025, the holders of shareholder loan notes in HNVR Topco Limited (Topco),

a wholly owned subsidiary of the Group, transferred their shareholder loan notes, totalling €1,585m

including all accrued interest, to HBG Limited (HBG) in exchange for share capital in HBG.

On 11 February 2025 Topco redeemed its preference shares, totalling €55m including all accrued

dividends to the date of redemption, and subsequently cancelled them. The redemption

proceeds were used to subscribe for newly issued shares in HBG.

As a result of these steps, on a consolidated basis at 30 September 2025, the Group no longer

has any loan notes or preference shares payable.

17. Financial assets and financial liabilities continued

Other financial liabilities

The table below analyses the Group’s other financial liabilities into their relevant categories:

		Derivatives
	Financial	at fair value	Derivatives
	liabilities at	through	designated
	amortised	profit and	as hedging
	cost	loss	instruments	Total
	€m	€m	€m	€m
At 30 September 2025
Derivatives	–	8	5	13
Trade payables and other liabilities 1 (Note 15)	1,367	–	–	1,367
Total other financial liabilities	1,367	8	5	1,380
Total current	1,327	8	5	1,340
Total non-current	40	–	–	40
At 30 September 2024
Derivatives	–	2	2	4
Trade payables and other liabilities 1 (Note 15)	1,285	–	–	1,285
Total other financial liabilities	1,285	2	2	1,289
Total current	1,251	2	2	1,255
Total non-current	34	–	–	34

1. Excluding non-financial liabilities.

Derivatives at fair value through profit and loss

Derivatives at fair value through profit and loss reflect the negative change in fair value of

foreign exchange forward and collar contracts that are not designated in hedge relationships,

but are, nevertheless, intended to reduce the level of foreign exchange rate risk on highly

probable forecast sales and purchases .

Derivatives designated as hedging instruments

The Group is exposed to certain risks relating to its ongoing business operations. The primary

risks managed using derivative instruments are foreign currency risk. Some foreign exchange

forward contracts are designated as hedging instruments in cash flow hedges of forecast highly

probable sales and purchases.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 183

Notes to the consolidated financial statements

17. Financial assets and financial liabilities continued

Fair value measurement

The financial instruments for which fair value is disclosed in the three tables above, and

derivative financial instruments, are classified as level 2 of the IFRS 13 “Fair Value Measurement”

fair value hierarchy (Note 2D). The Group does not have any financial instruments classified

as level 3.

The fair value of the financial assets, lease liabilities, senior debt and other borrowings

approximate their carrying values at amortised cost.

Financial risk management

The Group faces a range of financial risks comprising liquidity risk, market risks (consisting of

currency risks and interest rates risks) and credit risk.

The Group’s principal financial instruments comprise trade receivables, trade payables, senior

debt, bank loans, revolving credit facilities, bank overdrafts, lease liabilities, and cash and short-

term deposits, together with certain derivative financial instruments.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as

they fall due. The Group’s approach is to ensure that it will have sufficient liquidity to meet its

liabilities when due, under both normal and stressed circumstances. The liquidity position of

the Group is significantly influenced by the booking and payment pattern of customers. As a

result, liquidity is at its lowest in the winter months and at its highest in the summer months.

The Group manages liquidity risk through regular cash flow forecasting and monitoring of

cash flows, management review and regular review of working capital and costs. The Group

continues to hold significant cash and liquid funds to mitigate the impact of potential business

disruption events. At 30 September 2025, the Group had cash of €820m (30 September

2024: €686m) in addition to a €400m undrawn revolving credit facility, and complied with

the covenant requirements of the Senior Facilities Agreement. Cash and cash equivalents

include €78m (30 September 2024: €39m) that is held in specific bank accounts of the Group

as guarantees to third parties to support bilateral lines of credit. These deposits are highly

liquid and can be recovered on demand but the consequence would be that the line of credit

would be withdrawn.

The Directors do not anticipate a need for the Group to have to obtain additional funding.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 184

Notes to the consolidated financial statements

17. Financial assets and financial liabilities continued

In respect of the Group’s financial liabilities including estimated interest where applicable, the table below summarises the maturity profile of the Group’s financial liabilities based on contractual

undiscounted payments (at the year end):

			On demand or
		Book Value	within 1 year	1 to 2 years	2 to 3 years	3 to 4 years	4 to 5 years	5 to 6 years	> 6 years	Total
	Note	€m	€m	€m	€m	€m	€m	€m	€m	€m
At 30 September 2025
Senior debt (term loan A)		598	31	25	25	25	613	–	–	719
Senior debt (term loan B)		602	37	30	30	30	30	30	615	802
Bank loans (other)		2	1	1	–	–	–	–	–	2
Other borrowings		15	15	–	–	–	–	–	–	15
Lease liabilities		7	4	2	1	–	–	–	–	7
Trade payables and other liabilities 1	15	1,367	1,327	40	–	–	–	–	–	1,367
Derivatives		13	13	–	–	–	–	–	–	13
Total		2,604	1,428	98	56	55	643	30	615	2,925
At 30 September 2024
Senior debt (term loan B3)		764	55	50	51	811	–	–	–	967
Senior debt (term loan D2)		976	66	60	1,009	–	–	–	–	1,135
Bank loans (other)		4	2	2	–	–	–	–	–	4
Other borrowings		13	13	–	–	–	–	–	–	13
Lease liabilities		6	3	2	1	–	–	–	–	6
Loan notes 2	19	1,528	–	–	–	–	2,237	–	–	2,237
Preference shares 2	19	53	–	–	–	–	78	–	–	78
Trade payables and other liabilities 1	15	1,285	1,251	34	–	–	–	–	–	1,285
Derivatives		4	4	–	–	–	–	–	–	4
Total		4,633	1,394	148	1,061	811	2,315	–	–	5,729

1. Excluding non-financial liabilities.

2. For the purposes of the maturity profile the Group assumed the repayment date (being an exit as defined by the HBG Limited articles of association) of the loan notes and of the preference shares being 2028 for the year ended 30

September 2024.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 185

Notes to the consolidated financial statements

17. Financial assets and financial liabilities continued

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument

will fluctuate because of changes in market interest rates. The Group’s exposure to the risk

of changes in market interest rates relates primarily to the Group’s senior debt with floating

interest rates.

Interest rate risk management has the following key objectives:

• Profit protection – to protect the profit margin from material adverse movements in

interest rates.

• Cash flow protection – to ensure that the Group’s liquidity is not materially impacted by

adverse movements in interest rates.

The Group’s exposure to interest rates is managed to minimise the impact on profit over the

short to medium-term whilst providing flexibility over the longer-term.

The Group Corporate Finance team has been given delegated responsibility by the Board to

manage the Group’s exposures to interest rate risk.

Permitted instruments when managing interest rate risk are limited to the following:

• interest rate caps;

• interest rate swaps;

• collar rate agreements;

• spot rate agreements;

• forward rate agreements; and

• cross currency swaps.

Interest rate sensitivity

The table below demonstrates the sensitivity to reasonably possible changes in interest rates on

the floating component of the senior debt tranches. With all other variables held constant, the

impact on the Group’s loss before tax as a consequence of changing interest rate would be as

follows:

	Year ended	Year ended
	30 September 2025	30 September 2024
Effect on loss before tax (additional finance costs):	€m	€m
100 basis points increase (2024: 100 basis points increase)	(14)	(17)
200 basis points increase (2024: 200 basis points increase)	(28)	(34)

The sensitivity has been estimated by applying the basis points movement to the carrying value

of the senior debt, subject to interest at floating rates, held by the Group at the financial year end.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the

currently observable market environment. The EURIBOR decreased during the year ended 30

September 2025, therefore, the Group assumed a movement in interest rate of 100 basis points

and 200 basis points for the purpose of this sensitivity analysis.

The change in interest rates does not impact the Group’s equity beyond the impact on the

consolidated statement of profit or loss as detailed above.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will

fluctuate because of changes in foreign exchange rates. The Group operates internationally

and is exposed to foreign currency risk on transactions denominated in currencies other than

the functional currency of the subsidiaries and on the translation of the statements of financial

position and statements of profit or loss of foreign operations into Euros. The currency giving

rise to this risk is primarily the US Dollar.

In managing currency risks, the Group aims to reduce the impact of short-term fluctuations on

its cash inflows and outflows in a foreign currency. Forward exchange contracts, currency swaps

and vanilla options are used to hedge against foreign currency risk.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in US Dollar

exchange rate (as experienced in the year ended 30 September 2024), with all other variables

held constant. The impact on the Group’s loss before tax is due to changes in the fair value of

monetary assets and liabilities (mainly trade receivables, trade payables, derivatives and cash

at bank).

	Year ended	Year ended
	30 September 2025	30 September 2024
Effect on loss before tax (additional finance (costs) / income):	€m	€m
+5% change in USD rate (2024: +5%)	(1)	(1)
-5% change in USD rate (2024: -5%)	1	1

The impact on the Group’s equity due to changes in the fair value of forward exchange

contracts designated as cash flow hedges is not material. The Group’s exposure to other foreign

exchange movements is not material.

The assumed movement in percentage for the USD rate sensitivity analysis is based on the

currently observable market environment.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 186

Notes to the consolidated financial statements

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations

resulting in financial loss to the Group. Credit risk arises from cash balances (including bank

deposits and cash and cash equivalents) and derivative financial instruments, as well as credit

exposure to accounts receivable and prepayments made. Credit risk is managed separately for

treasury and operating related credit exposures.

The Group is not subject to a significant concentration of credit risk, with exposure spread

across a large number of counterparties and customers.

It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit

verification procedures. In addition, receivable balances are monitored on an ongoing basis. Any

changes to credit terms are assessed and authorised by senior management on an individual

basis. In addition, the Group has credit insurance to cover possible risks. The insurance premium

is accounted for separately and not netted off against the expected credit loss. Insurance is only

drawn down upon when there is a default by an insured debtor.

With respect to credit risk arising from the other financial assets, the Group’s exposure to credit

risk arises from default of the counterparty, with a maximum exposure equal to the carrying

amount of these instruments. Credit risk in respect of cash and cash equivalents is managed

by restricting those transactions to banks that have a defined minimum credit rating and by

setting an exposure ceiling per bank.

The maximum exposure to credit risk is represented by the carrying amount of each

financial asset.

Trade receivables

Customer credit risk is subject to the Group’s established policy, procedures and control

relating to customer credit risk management. As detailed in Note 3B, the Group has applied

the simplified approach under IFRS 9 and adopted a provisioning matrix to determine the

Expected Credit Loss (ECL), grouping receivables dependent on their risk level taking into

account historic default rates, credit ratings, ageing and future expectations, and applying a

relevant provision percentage after adjusting for deposits and insurance coverage.

17. Financial assets and financial liabilities continued

The table below details the total trade receivables and associated loss allowance based on the

risk categorisation:

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Trade receivable
Low	353	282
Medium	128	191
High	17	17
Very high	25	14
Total	523	504
Loss allowance
Low	–	–
Medium	(2)	(5)
High	(8)	(7)
Very high	(25)	(14)
Total	(35)	(26)
Net receivable
Low	353	282
Medium	126	186
High	9	10
Very high	–	–
Total	488	478

A 20% increase or decrease in the ECL provision rate required would result in a €2m increase or

decrease in the impairment of trade receivables recognised in the consolidated statement of

profit or loss.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 187

Notes to the consolidated financial statements

17. Financial assets and financial liabilities continued

Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue

as a going concern, support the growth of the business and maximise the return to the

shareholders through the optimisation of the debt and equity balance. The Group reviews

the capital position prior to assessing whether any distribution should be made. The Group

considers capital to comprise the following items:

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Interest-bearing loans (excluding lease liabilities)	1,217	1,757
Cash and cash equivalents	(820)	(686)
Net debt	397	1,071
Loan notes and preference shares	–	1,581
Equity attributable to owners of parent company	790	(1,399)
Capital and net debt	1,187	1,253

The Group finances its operations through a combination of debt, cash and cash equivalents

and equity.

Changes in liabilities arising from financing activities

	Current other	Non-current
	interest-	interest-	Loan
	bearing loans	bearing loans	notes and
	and lease	and lease	preference
	liabilities	liabilities	shares	Total
	€m	€m	€m	€m
At 1 October 2023	60	1,684	1,663	3,407
Cash flows	(143)	(3)	(238)	(384)
Senior debt issuance costs amortisation	–	6	–	6
Modification gain on senior debt	–	(4)	–	(4)
Interest on senior debt	146	–	–	146
Interest on revolving credit facility from lenders	4	–	–	4
Lease liabilities	4	(1)	–	3
Bank loans (other)	1	(1)	–	–
Other interest	10	–	–	10
Interest on loan notes	–	–	139	139
Accrued dividend on preference shares	–	–	17	17
At 30 September 2024	82	1,681	1,581	3,344
Cash flows	(144)	(531)	–	(675)
Senior debt issuance costs amortisation	–	31	–	31
Modification gain on senior debt	–	3	–	3
Interest on senior debt	84	–	–	84
Interest on revolving credit facility from lenders	2	–	–	2
Lease liabilities	6	–	–	6
Bank loans (other)	1	(1)	–	–
Other interest	10	–	–	10
Interest on loan notes	–	–	57	57
Accrued dividend on preference shares	–	–	2	2
Loan notes and preference shares exchange
for HBG Ltd share capital	–	–	(1,640)	(1,640)
At 30 September 2025	41	1,183	–	1,224

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 188

Notes to the consolidated financial statements

18. Issued capital and reserves

Authorised shares

	As at 30 September 2025		As at 30 September 2024
Group and Company	shares	€	shares	€
Authorised ordinary shares of €0.01 each Issued and fully paid shares of	247,239,581	2,472,396	817,125,000	8,171,250
€0.01 each	247,239,581	2,472,396	121,866,401	1,218,664

At 30 September 2024, HBG Limited (HBG) was the ultimate parent company of the Group.

Consequently, the 817,125,000 ordinary shares detailed above relate to the share capital of

HBG Limited.

At 30 September 2024, HBX Group International plc (previously HBX Group International

Limited) had 1 ordinary €0.01 share which was authorised, issued and fully paid.

On 11 February 2025, the majority of shareholders of HBG, the former parent company of HBX

Group International plc (HBX) transferred their respective shares in HBG in exchange for 180

million newly issued shares with a nominal value of €0.01 per share at a value of €1,710m (“share

for share exchange”), resulting in the recognition of share capital of €1.8m and a merger reserve

of €1,708m. At this point, HBX became the ultimate parent company of the Group.

On 11 February 2025, the remaining shareholders of HBG sold their shares to HBX for proceeds

of €81m (“management selldown”), resulting in HBX owning 100% of the share capital of HBG.

The difference of €79m between the price paid of €81m and the remaining shareholders’ share

of the net assets of the Group at this date of €2m has been recognised in accumulated losses.

The closing balance in other reserves of €1,773m comprises the €1,708m merger reserve

created on completion of the share for share exchange and €65m recognised through other

reserves, representing the difference between the book value of the HBG shares acquired from

the remaining shareholders of €67m and the €2m net assets value of these shares.

On 11 February 2025, certain senior executives reinvested in 4,196,103 €0.01 newly issued shares

in HBX for €48m, resulting in the recognition of share capital of €0.04m and premium on the

issue of shares of €48m.

On 12 February 2025, HBX issued 63,043,478 million new shares with a nominal value of €0.01m

per share at a value of €725m, resulting in the recognition of share capital of €0.6m and share

premium of €724m.

Following completion of the Initial Public Offering (IPO), a proportion of costs incurred in

relation to the IPO totalling €28m were recognised against the share premium account,

representing those costs directly attributable to the primary share issuance.

On 22 July 2025, HBX reduced its share premium account by €725m.

19. Related party disclosures

The following are considered to be related parties:

• Investments in associates;

• Significant shareholders of the parent company; and

• Directors of HBX Group International plc and members of the Senior Management Team

(key management personnel “KMP”).

All transactions with related parties are at arm’s length.

The table below details transactions entered into with related parties, together with balances

outstanding at the period end:

	Year Ended	Year Ended
	30 September 2025	30 September 2024
	€m	€m
Transactions with related parties
Associate: PerfectStay.com SAS
Sales to related parties (TTV) 1	16	5
Remuneration of KMP
Employee benefits 2	91	12
Share-based payments 2	12	–
Interest on loan notes held by other related parties	53	139
Dividend on preference shares held by other related parties	2	17

1. For the year ended 30 September 2024, the sales to related parties are shown for the relevant period starting

from 19 June 2024, which is the date when PerfectStay.com SAS became an associate.

2. Includes one-off incentives related to the IPO. Total cash payment to key management personnel in relation

to incentives during year ended 30 September 2025 was €95m (30 September 2024: €nil).

	As at	As at
	30 September 2025	30 September 2024
	€m	€m
Balances with related parties
Loan notes: Loan notes held by key management personnel	–	3
Loan notes: Loan notes held by other related parties	–	1,439
Preference shares: Preference shares held by other related
parties	–	53
Other receivables: amounts due from key management
personnel 3	–	2

3. Loans receivable from key management personnel at 30 September 2024 totalling €2m were repaid in full

during the year ended 30 September 2025.

In addition to the loan notes detailed above, at 30 September 2024, a further €86m of loan

notes remained payable to other holders, principally current and former management, who

were not classified as related parties.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 189

Notes to the consolidated financial statements

Consolidated subsidiaries

The consolidated financial statements include the financial information of HBX Group

International plc and its subsidiaries. The subsidiary undertakings at 30 September 2025 were:

				Capital	Principal
Company	Registered address		Country	share in %	activities
A2H Services Limited	Moore House, 13 Black Lion		United	100%	Dormant
	Street, Brighton, East Sussex,		Kingdom
	BN1 1ND
Advantos Brasil	Rua Barao de Tefle 1000, sala		Brazil	100%	Trading
Operadora de Turismo	162	Jundiai Sao Paulo 13208-
Limitada	761
Beds On Line, S.L.U.	Complejo Mirall Balear – Torre		Spain	100%	Trading
	A, 5ª. Planta, 3A - 4A Camí
	de Son Fangos, 100 – 07007
	Palma de Mallorca
Business Taxis Group	Moore House, 13 Black Lion		United	100%	Dormant
Limited	Street, Brighton, East Sussex,		Kingdom
	BN1 1ND
Business Taxis Limited	Moore House, 13 Black Lion		United	100%	Dormant
	Street, Brighton, East Sussex,		Kingdom
	BN1 1ND
Civitfun Tourism, S.L.U.	Complejo Mirall Balear – Torre		Spain	100%	Trading and
	A, 5ª Camí de Son Fangos, 100				software
	– 07007	Palma de Mallorca			development
Club Turavia SA de CV	Av. Bonampak Z.T. MZA 27		Mexico	100%	Trading
	LT 1-02, UC 12 Sección E. S-02
	A al S-02 C2, Benito Juarez,
	Quintana Roo C.P. 77500
Club Turavia SA de CV	Carrera 16, #97-48, Torre 97,		Colombia	100%	Under
– Colombia Branch	piso 6 Bogotá, 110221				deregistration
Conxxe Management	Room 1006-07, No. 333 Jiujiang		China	100%	Under
and Consulting	Road, Huangpu District,				liquidation
(Shanghai) Co. Limited	Shanghai
Donvand Limited	7 th Floor, Tower 42, 25 Old		United	100%	Holding
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
Branch of Donvand	Suite 116, IF oud Mehta		United	100%	Under
Limited (Dubai)	Building, Bur Dubai, PO Box		Arab		deregistration
	28352,	Dubai	Emirates

19. Related party disclosures continued

					Capital	Principal
Company	Registered address			Country	share in %	activities
Easy Market, S.p.A.	Via Consolare, S. Marino 51/C,			Italy	100%	Trading and
	4	7924,	Rimini, Italy			software
						development
Global Obi S.L.	Complejo Mirall Balear, Camí			Spain	100%	Trading and
	De Son Fangos 100, Torre A,					software
	4º Planta, 07007, Palma de					development
	Mallorca, Spain
Branch of Global Obi,	Carrera 43 A - 1, 50 Torre 1 Piso			Colombia	100%	Branch
SL (Colombia)	6, Oficina 621, San Fernando
	Plaza, Medellín, Antioquia,
	Colombia
GTA (Beijing) Travel	Unit 1111,		Floor 11, Building		China	100%	Trading
Consulting Co. Limited		8, Yard 91, Jianguo Road,
	Chaoyang District, Beijing
GTA (Beijing) Travel	Unit 82 Room 901, No. 6 East			China	100%	Under
Consulting Co. Limited	Zhu Jiang Rd, Tian He District,					deregistration
(Guangzhou Branch)		Guangzhou, China
GTA (Beijing) Travel	Shanghai Oriental Centre,			China	100%	Under
Consulting Co. Limited	Room 1105,		Physical floor 905,				deregistration
(Shanghai Branch)	West Nanjing Road,	No. 699
		Jing’an District, Shanghai
GTA (Middle East)		DMC-BLD05-VD-G00-769,		United	100%	Dormant
FZ-LLC		Commercial building 5, Dubai		Arab
		Media City, Dubai, United Arab		Emirates
		Emirates
GTA (Retail) Limited		7 th Floor, Tower 42, 25 Old		United	100%	Dormant
		Broad Street, EC2N 1HN		Kingdom
		London, United Kingdom
GTA Global (France)	5008,	3 rue de Stockholm 7		France	100%	Trading
SAS		Paris, France
GTA Holdco Limited		7 th Floor, Tower 42, 25 Old		United	100%	Holding
		Broad Street, EC2N 1HN		Kingdom
		London, United Kingdom
GTA Reisen Holding	Regus Ambassador House,			Switzerland	99.9%	Holding
AG		Thurgauerstrasse 101, Glattpark
	(Opfikon), 8152 Zurich,
	Switzerland
Gullivers OCTGRP		7 th Floor, Tower 42, 25 Old		United	100%	Dormant
Limited		Broad Street, EC2N 1HN		Kingdom
			London, United Kingdom

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 190

Notes to the consolidated financial statements

				Capital	Principal
Company	Registered address		Country	share in %	activities
Gullivers Travel	29/F and 30/F, The Gateway		Hong Kong	100%	Dormant
Associates (Hong	Tower 5, Harbour City, 15
Kong) Limited	Canton Road, Tsim Sha Tsui,
	Kowloon, Hong Kong
Gullivers Travel	7 th Floor, Tower 42, 25 Old		United	100%	Dormant
Associates	Broad Street, EC2N 1HN		Kingdom
(Investments) Limited	London, United Kingdom
Gullivers Travel	Abdar Centre, Office No. 303,		Saudi	100%	Trading
Associates Tour Travel	Off Olaya Road, PO Box 8015,		Arabia
Organizers Co Limited	Riyadh, 11482
HBG Company	Av. Bonampak Z.T. MZA 27		Mexico	100%	Under
Cancun., SA de CV	LT 1-02, UC 12, S-02 A al S-02				liquidation
	C2, Sección E, Benito Juárez,
	Cancún, Quintana Roo, C.P.
	77500	Mexico
HBG Limited	Aztec Group House, IFC6, the		Jersey	100%	Under
	Esplanade, St. Helier, Jersey				liquidation
	JE2 3BZ, Jersey
HBX Group Services	Riverside One, Sir John		Ireland	100%	Trading
Ireland Ltd	Rogerson’s Quay, Dublin 2,
	D02 X576, Ireland
HNVR Holdco Limited	7 th Floor, Tower 42, 25 Old		United	100%	Holding
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
HNVR Midco Limited	7 th Floor, Tower 42, 25 Old		United	100%	Holding
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
HNVR Topco Limited	7 th Floor, Tower 42, 25 Old		United	100%	Holding
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
Holiday Taxis Group	7 th Floor, Tower 42, 25 Old		United	100%	Trading and
Limited	Broad Street, EC2N 1HN		Kingdom		software
	London, United Kingdom				development
Holiday Taxis Limited	Moore House, 13 Black Lion		United	100%	Dormant
	Street, Brighton, East Sussex,		Kingdom
	BN1 1ND

19. Related party disclosures continued

				Capital	Principal
Company	Registered address		Country	share in %	activities
Hotelbeds (Shanghai)	Shanghai Oriental Centre,		China	100%	Trading
Commercial Services	Room 1103,		Physical floor 903,
Co, Limited	No. 699	West Nanjing Road,
	Jing’an District, Shanghai,
	People’s Republic of China
Hotelbeds (Shanghai)	Unit 79, Room 901, No. 6,		China	100%	Branch
Commercial	Zhujiang Dong Road, Tianhe
Services Co, Limited	District, Guangzhou, China
(Guangzhou Branch)
Hotelbeds (Thailand)	Gaysorn Amarin Tower, Unit		Thailand	48.8% 1	Under
Limited	20F-01-02, 20 th Floor, 496-502,				liquidation
	Ploenchit Road, Lumpini,
	Pathumwan, Bangkok,
	Thailand
Hotelbeds Canada Inc.	28 – 19628 55a Avenue, Langley		Canada	100%	Trading
	BC V3A 3X2, CANADA
Hotelbeds DMCC	Units T301, T302, T303, 3 rd Floor,		United	100%	Trading
	Red Diamond Building, Al		Arab
	Thanyah Fifth, Dubai, United		Emirates
	Arab Emirates JLT-PH 2 -O1A
Hotelbeds	Avenida Independencia,		Dominican	100%	Dormant
Dominicana SA	Plaza Pinos del Cacique, suite		Republic
	201, Distrito Nacional, Santo
	Domingo, Dominican Republic
Hotelbeds Group Italy	Via Nomentana 41, 00161,		Italy	100%	Trading
SRL	Rome
Hotelbeds HBGP. Lda.	Edifício LACS, Estrada Malveira		Portugal	100%	Trading
	da Serra 920, 2750-834,
	Cascais, Portugal
Hotelbeds Hong Kong	29/F and 30/F, The Gateway		Hong Kong	100%	Under
Limited	Tower 5, Harbour City, 15				Liquidation
	Canton Road, Tsim Sha Tsui
	Kowloon Hong Kong
Hotelbeds India	First Floor, Front Block,		India	100%	Trading
Private Limited	ALPS Building, 56 Janpath,
	Connaught Place, New Delhi,
	110001,	India

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 191

Notes to the consolidated financial statements

				Capital	Principal
Company	Registered address		Country	share in %	activities
Hotelbeds Japan KK	16F Link Square Shinjuku,		Japan	100%	Trading
	5-27-5 Sendagaya, Shibuya-ku,
	Tokyo
Hotelbeds Product,	Complejo Mirall Balear, Torre A,		Spain	100%	Trading
SLU	5ª. Plta, Camí de Son Fangos,
	100 - 07007 Palma de Mallorca
Hotelbeds Pte Limited	101	Thomson Road, #16-01	Singapore	100%	Trading
	United Square, 307591
Hotelbeds Services	Gaysorn Amarin Tower, Unit		Thailand	49% 1	Trading
(Thailand) Limited	20F-01-02, 20 th Floor, 496-502,
	Ploenchit Road, Lumpini,
	Pathumwan, Bangkok,
	Thailand
Hotelbeds Services	9 Feidiou str., Athens, 10678,		Greece	100%	Trading
Greece Limited	Greece
Liability Company
Hotelbeds Spain, SLU	Complejo Mirall Balear - Torre		Spain	100%	Trading
	A, 5ª. Planta, 6A - 7A Camí de
	Son Fangos, 100 - 07007 Palma
	de Mallorca
Hotelbeds Switzerland	Regus Ambassador House,		Switzerland	100%	Trading
AG	Thurgauerstrasse 101, Glattpark
	(Opfikon), 8152 Zurich,
	Switzerland
Hotelbeds Technology	Complejo Mirall Balear - Torre		Spain	100%	Software
S.L.U.	B, 5ª. Planta, 6B-7B, Camí de				development
	Son Fangos, 100 - 07007 Palma
	de Mallorca
Hotelbeds UK Limited	7 th Floor, Tower 42, 25 Old		United	100%	Trading
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
Hotelbeds US Holdco,	Corporation Trust Center, 1209		United	100%	Holding
Inc.	Orange Street, Wilmington,		States of
	Delaware, 19801		America
Hotelbeds USA, Inc.	Corporation Trust Center, 1209		United	100%	Trading
	Orange Street, Wilmington,		States of
	Delaware, 19801		America

19. Related party disclosures continued

			Capital	Principal
Company	Registered address	Country	share in %	activities
Hotelbeds, S.L.U.	Complejo Mirall Balear - Torre	Spain	100%	Trading
	B, 5ª. Planta, 4B - Camí de Son
	Fangos, 100 - 07007 - Palma
	de Mallorca
Hotelopia S.L.U.	Complejo Mirall Balear - Torre	Spain	100%	Trading
	B, 5ª. Planta, 4B - Camí de Son
	Fangos, 100 - 07007 - Palma
	de Mallorca
Kuoni GTS (Korea)	Eulji Hankook Building 19F 50,	South	100%	Trading
Limited	Eulji-ro, Jung-gu, Seoul	Korea
Kuoni Holding	Corporation Trust Center, 1209	United	100%	Holding
Delaware	Orange Street, Wilmington,	States of
	Delaware, 19801	America
Kuoni Holdings	7 th Floor, Tower 42, 25 Old	United	100%	Holding
Limited	Broad Street, EC2N 1HN	Kingdom
	London, United Kingdom
Kuoni Travel Property	7 th Floor, Tower 42, 25 Old	United	100%	Under
DL Limited	Broad Street, EC2N 1HN	Kingdom		liquidation
	London, United Kingdom
Luxurist Booking, SAS	3 rue de Stockholm 75008	France	67.92%	Trading
	Paris, France.
Luxurist Booking	Suite 002a & Suite 002b,	Mauritius	67.92%	Branch
(Mauritius) branch	Grand Baie, Business Quarter,
	Chemin Vingt Pieds, Grand
	Baie, 1207-02, Mauritius
Micronnexus GmbH	Hohe Bleichen 22, 20354	Germany	100%	Trading and
	Hamburg			software
				development
Ponto Brasil Agencia	Avda Brigadeiro Faria Lima,	Brazil	100%	Under
de Turismo e Viagens	1.811, 10º andar, conjunto	1014,			liquidation
Limitada	Jardim Paulistano, Sao Paulo,
	Brasil, 01.452-001
PT Hotelbeds Services	WTC 5 Building Level 3A, JI.	Indonesia	100%	Trading
Indonesia	Jenderal Sudirman Kav. 29-31,
	Jakarta Selatan, Indonesia

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 192

Notes to the consolidated financial statements

				Capital	Principal
Company	Registered address		Country	share in %	activities
TGS. Israel	c/o Meny Broid, Advocate Pearl		Israel	100%	Dormant
Development Limited	Cohen Law Firm121 Menachem
	Begin Rd, 53 Floor Tel Aviv
	6701203	Israel
Tourico Holidays	Carlos Pellegrini 1141 – 7 th floor,		Argentina	100%	Trading
Argentina SRL	Buenos Aires C1009ABW
Tourico Holidays	Leipziger Platz 15, 10117, Berlin		Germany	100%	Trading
Germany, GmbH
Tourico Holidays Hong	29/F and 30/F, The Gateway		Hong Kong	100%	Trading
Kong Limited	Tower 5, Harbour City, 15
	Canton Road, Tsim Sha Tsui
	Kowloon Hong Kong
Tourico Holidays, Inc.	CT Corporation System, 1200		United	100%	Holding
	South Pine Island Road,		States of
	Plantation, Florida 33324		America
Travel Holdings Parent	Corporation Trust Center 1209		United	100%	Holding
LLC	Orange Street Wilmington,		States of
	Delaware 19801		America
Travel Holdings, Inc.	Corporation Trust Center 1209		United	100%	Holding
	Orange Street Wilmington,		States of
	Delaware 19801		America
Travel Partner Brazil	Rua Barão de Teffé, 1.000 - Sala		Brazil	100%	Trading
Agencia de Turismo e	162, parte B, CEP: 13.208-761,
Viagens Limitada	Jundiaí – SP
Travel Partner Turkey	Arapcami Mah. Bankalar Cad.		Turkey	100%	Trading
Turizm ve Seyahat	Bozkurt Han No:3 D:3 Karaköy
Anonim Sirketi	Beyoğlu, İstanbul
Branch of Travel	Güzeloba Mahallesi		Turkey	100%	Branch
Partner Turkey Turizm	Çağlayangil Cad. No: 25 A,
Ve Seyahat Anonim	Muratpaşa, Antalya
Sirketi in Antalya
Branch of Travel	Güzeloba Mahallesi		Turkey	100%	Branch
Partner Turkey Turizm	Çağlayangil Cad. No: 25 A
ve Seyahat Anonim	Muratpaşa, Antalya
Sirketi Antalya 2
Subesi

19. Related party disclosures continued

				Capital	Principal
Company	Registered address		Country	share in %	activities
Travelcube Pacific Pty	Level 17, 1 Denison Street North		Australia	100%	Trading
Limited	Sydney, New South Wales,
	Australia
Travelstack Inc	Corporation Trust Center 1209		United	100%	Trading
	Orange Street, Wilmington,		States of
	Delaware 19801		America
Trina Group Limited	7 th Floor, Tower 42, 25 Old		United	100%	Holding
	Broad Street, EC2N 1HN		Kingdom
	London, United Kingdom
Turismo Asia Company	511	Soi 6, Sri-Ayuthaya Road,	Thailand	48.3% 1	Under
Limited	Rajthevee, Bangkok, Thailand				liquidation
	10400

1. All the entities in the tables above for which the Company holds directly or indirectly less than 50% are

considered as subsidiaries, and are included in the consolidated financial statements of the Group, as

the Group has control over the entities. These entities are majority owned by residents of the country of

incorporation as required by local laws but they do not have control over these entities neither right of

receiving dividends.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 193

Notes to the consolidated financial statements

19. Related party disclosures continued

The following subsidiaries have been created during the year ended 30 September 2025:

			Capital	Principal
Company	Registered address	Country	share in %	activities
HBX Group Services	Riverside One, Sir John	Ireland	100%	Service
Ireland Ltd	Rogerson’s Quay, Dublin 2,
	D02 X576, Ireland
Luxurist Booking SAS	3 rue de Stockholm, 75008	France	67.92%	Trading
	Paris, France
Luxurist Booking	Suite 002a & Suite 002b,	Mauritius	67.92%	Branch
(Mauritius) branch	Grand Baie, Business Quarter,
	Chemin Vingt Pieds, Grand
	Baie, 1207-02, Mauritius

Use of exemption provision

For the year ending 30 September 2025, the following UK subsidiaries are entitled to exemption

from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:

• Kuoni Travel Property DL Ltd. (Company number 09710649)

• GTA (Retail) Limited (Company number 03963097)

• Kuoni Holdings Limited (Company number 03656448)

• GTA Holdco Limited (Company number 07535726)

• Gullivers OCTGRP Limited (Company number 03879759)

• Gullivers Travel Associates (Investments) Limited (Company number 04507953)

• Donvand Limited (Company number 01213718)

• HNVR Topco Limited (Company number 10209686)

• HNVR Midco Limited (Company number 09957377)

• HNVR Holdco Limited (Company number 10221476)

• Trina Group Limited (Company number 02886181)

• Hotelbeds UK Limited (Company number 01163558)

Change in the perimeter of consolidation

The following subsidiaries have been liquidated during the year ended 30 September 2025:

				Capital share
Company	Registered address		Country	in %
Apploading S.L.	Calle Isaac Newton, s/n, edificio		Spain	100%
	Disset, módulo D-1 (ParcBit),
	07121,	Palma de Mallorca, Spain
GTA (Sourcing)	7 th Floor, Tower 42, 25 Old		United Kingdom	100%
Limited	Broad Street, EC2N 1HN
	London, United Kingdom
Isango! India Pvt	817, 8 th Floor, Pearls Omaxe,		India	100%
Limited	Netaji Subhash Place, New
	Delhi, 110034	India
Tourico Holidays	12 th Floor, Menara Symphony,		Malaysia	100%
Malaysia Sdn. Bhd.	No. 5, Jalan Prof, Khookay Kim,
	Petaling	Seksyen 13, 46200
		Java, Selangor
Travel Scot World		7 th Floor, Tower 42, 25 Old	United Kingdom	100%
Limited		Broad Street, EC2N 1HN
		London, United Kingdom

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 194

Notes to the consolidated financial statements

20. Share-based payments

Share-based payments vested during the year ended 30 September 2024

At 30 September 2024, the Group operated a number of cash-settled schemes which allowed

certain employees the right to participate in the performance of the Group, in return for

services rendered, through the payment of cash incentives which were dependent upon

performance conditions. The vesting of these plans was conditional on an exit event, being the

sale, IPO or winding up of the Company. Consequently, the listing of the Group on the Spanish

Stock Exchanges in February 2025 constituted an exit event, triggering the vesting, or lapse of

the following plans which were in place at the beginning of the financial year:

						Complementary
Scheme		LTIP 2	LTIP 2	MIP1 2	MIP 2	scheme	EIPs 2
Year of grant		2016	2017	2021	2021	2021	2023
Vesting basis
•	Tenure	Yes	Yes	Yes	Yes	Yes	Yes
•	Performance	No	No	No	No	No	Yes 1
•	Other vesting conditions	Yes	Yes	Yes	Yes	Yes	Yes
Units at 30 September 2024
(‘000)		609	929	n/a	n/a	n/a	n/a
Units granted/(forfeited)		–	–	n/a	n/a	n/a	n/a
Units cash settled in the year		(609)	(929)	n/a	n/a	n/a	n/a
Units remaining
30 September 2025		–	–	n/a	n/a	n/a	n/a
Fair value at 30 September 2024 (€m)		4	5	–	–	–	–
Change in fair value		(1)	(2)	30	5	–	17
Cash settlement in the year		(3)	(3)	(30)	(5)	–	(17)
Fair value at 30 September 2025		–	–	–	–	–	–

1. Vesting subject to achieving specified Adjusted EBITDA

APM

for relevant business line at the date of other

vesting conditions being met.

2. LTIP: Long Term Incentive Plan, MIP: Management Incentive Plan, EIP: Employee Incentive Plan.

LTIP 2016

The LTIP 2016 scheme, granted in 2016, entitled 33 employees, including two members of key

management personnel, to units, each representing the right to receive cash payment. Vesting

was conditional upon continued tenure, or “good leaver” status and the completion of an exit

event. The amount to be paid was partially linked to the carrying value of the loan notes, and

therefore increased 10% p.a. compounded, consistent with the interest on loan notes. This

component, which totalled €12m (excluding social security costs) at the date of vesting was not

recognised as share-based payments as it was not linked to the market value of the underlying

shares. The remaining allocation was based on the market value of the underlying “A” shares in

the Group, which was valued at €4m at 30 September 2024 and €3m at the vesting date based

on the equity value of the Group at the date of IPO. This amount was paid in full during the year

ended 30 September 2025 and the scheme is no longer in place.

LTIP 2017

This LTIP scheme, granted in 2017, entitled eleven employees, including two members of key

management personnel, to units, each representing the right to receive a cash payment.

Vesting was dependent upon continued tenure, or “good leaver” status and the completion

of an exit event. The amount to be paid was based on the fair market value of the underlying

“B” shares in the Group, which was valued at €5m at 30 September 2024 (without considering

social security costs) and €3m at the vesting date based on the equity value of the Group at the

date of IPO. This amount was paid in full during the year ended 30 September 2025 and the

scheme is no longer in place.

MIP 1 and MIP 2

These Management Incentive Plans were granted to 64 members of senior management,

including five members of key management personnel. These entitled management to a

fixed cash payment in the event of an exit, conditional upon continued tenure, or “good leaver”

status, a minimum return being achieved by the former owners, and an exit event completing

by 31 December 2025. At 30 September 2024, the terms of these MIPs stated that the exit event

needed to complete by 31 December 2024 and consequently no provision was recognised. This

was subsequently extended to 31 December 2025, and the total value at vesting date on IPO

was €35m exclusive of social security costs, of which €31m was paid during the year ended 30

September 2025, and the remaining €4m will be paid by 31 December 2025. This scheme is no

longer in place.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 195

Notes to the consolidated financial statements

20. Share-based payments continued

Other EIPs

The principal EIP (EIP 1) provided approximately 2,800 employees with tokens, conditional

upon both tenure and performance, which could be converted to a cash payment in the event

of an exit occurring prior to 31 December 2025, conditional upon a minimum enterprise value.

At 30 September 2024, management did not believe it probable that the minimum value as

defined by the scheme at that date would be met and therefore no provision was recognised.

On 1 October 2024, the Group approved the removal of the minimum threshold exit valuation

and consequently the plan vested on completion of the IPO, resulting in a total cost at vesting

of €17m exclusive of social security costs. This amount was paid in full during the year ended 30

September 2025 and the scheme is no longer in place.

EIP 2, effective from June 2023, granted one individual entitlement to a cash incentive subject

to continued service, an exit event completing before 31 December 2025, the equity value per

share of the Company being greater than €1 at the date of exit and conditional upon achieving

a minimum annual adjusted EBITDA from the Fintech product line at the date of an exit event.

This plan did not meet the vesting criteria and has therefore now lapsed.

EIP 3, effective from June 2023, granted one individual entitlement to a cash incentive subject

to continued service, an exit event completing before 31 December 2025, the equity value per

share of the Company being higher than €1 at the date of exit and conditional upon achieving

a minimum annual Adjusted EBITDA from the Hoteltech product line. At 30 September 2024,

the vesting of this plan was not deemed probable and therefore no provision was made. Upon

completion of the IPO, the plan vested, resulting in a payment of less than €1m which was cash

settled in full during the year ended 30 September 2025, and the scheme is no longer in place.

New share-based payment plans

On 11 March 2025, the Remuneration Committee approved the introduction of the Performance

Share Plan (PSP), comprising a contingent award of shares to certain of the Group’s senior

management and Executive Committee. The scheme is designed to align the interests of senior

management with those of shareholders and to retain key personnel. The number of shares

vesting at the end of the plan will be dependent upon the achievement of Group performance

objectives in addition to employee tenure. For the PSP 2025-2027 plan, the performance

objectives comprise relative Total Shareholder Return (TSR), cumulative revenue, cash

conversion and the percentage of sustainable product offered through the Group’s platform.

The vesting period for this cycle is from 12 February 2025 to 30 September 2027.

The plan is an equity-settled share-based payment under IFRS 2 and consequently amounts

accrued for the year ended 30 September 2025 have been recognised within employee-

related costs, with the corresponding credit recognised in other reserves as “share-based

remuneration”. There are no cash settlement alternatives.

The fair value of the shares has been determined by applying: the share price at the date of

grant for non-market conditions; and the Monte Carlo valuation model for the non-market

condition, being Total Shareholder Return (TSR). The Monte Carlo model defines the probability

of the shares vesting by estimating the TSR performance relative to the comparison Group. For

the proportion relating to non-market conditions, this fair value has been adjusted to reflect the

anticipated vesting of those performance conditions.

Key assumptions under the Monte Carlo simulation included:

	PSP 2025-2027	PSP 2025-2027
	(granted 13 May	(granted 23 June
Assumption	2025)	2025)
Share price at grant	€9.8	€10.7
Expected volatility	38%	38%
Expected life (years)	2.4	2.3
Risk-free interest rate	1.89%	1.89%
Fair value of instruments at date of grant	€8.5	€9.2
The table below outlines the units granted, forfeited and settled during the year, and the balance remaining at 30 September 2025:
Outstanding units at 1 October 2024	–	–
Units allotted during the year	561,307	358,260
Units forfeited	–	–
Units settled	–	–
Outstanding units at 30 September 2025	561,307	358,260

The total charge to the profit and loss account in relation to this plan for the year ended 30

September 2025 was €1m.

Including the plans which either vested or lapsed on completion of the IPO, the total expense

recognised for the year arising from share-based payments was €50m.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 196

Notes to the consolidated financial statements

21. Other information

Contingent liabilities

Bank guarantees have been issued in the ordinary course of business during the year

amounting to €49m (2024: €23m). €2m of bank guarantees have expired during the year (2024:

€3m). At 30 September 2025, the bank guarantees issued totalled €80m (30 September 2024:

€34m).

The senior debt is secured by way of fixed and floating charges (as applicable pursuant to

applicable law) over the share capital of HNVR Midco Limited (a subsidiary of the Company) and

certain other material assets of certain subsidiaries of the Company.

The Group has widespread global operations and is consequently a defendant in legal, tax and

customs proceedings incidental to those operations. In addition, there are contingent liabilities

arising in the normal course of business in respect to indemnities, warranties and guarantees.

These contingent liabilities are not considered to be unusual or material in the context of the

normal operating activities of the Group. Provisions have been recognised in accordance with

the Group’s accounting policies where required. None of these claims are expected to result in a

material gain or loss to the Group.

Average payment term to suppliers

Pursuant to the Spanish legislation in force, the disclosures on the average payment term to

suppliers for the Spanish subsidiaries is detailed below. For the year ended 30 September 2024,

this information was not included in the consolidated financial statements of HBG Limited, the

former parent Company, and has not therefore been audited.

	As at 30	As at 30 September
	September 2025	2024
	Days	Days
Average payment term to suppliers	18	19
Ratio of transactions paid	16	16
Ratio of outstanding payments	36	46
	As at 30	As at 30 September
	September 2025	2024
	€m	€m
Total payments	2,675	2,573
Total outstanding payments	288	270

The monetary volume of paid invoices and its percentage of the total payments in a period

lower than the maximum established in the defaulting regulations is as follows:

	As at 30	As at 30 September
	September 2025	2024
	€m	€m
Monetary volume of paid invoices	2,580	2,476
Total payments percentage	96%	96%

The number of paid invoices and its percentage over total payments in a period lower than the

maximum established in the defaulting regulations is as follows:

	As at 30	As at 30 September
	September 2025	2024
Number of paid invoices	6,314,253	6,079,637
Total invoices percentage	96%	95%

22. Subsequent events

There are no significant events after 30 September 2025 which affect or may affect these

consolidated financial statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 197

Notes to the consolidated financial statements

Company statement of financial position

Note

As at

30 September 2025

€m

As at

30 September 2024

€m

Non-current assets

Investments in subsidiaries g 2,302 –

Loans to subsidiary h 2,914 –

Revolving credit facilities to Group

undertakings h 137 –

Total non-current assets 5,353 –

Current assets

Receivables from subsidiary h 52 –

Cash and cash equivalents h 2 –

Total current assets 54 –

Total assets 5,407 –

Current liabilities

Senior debt interest accrued i 21 –

Other payables to subsidiaries i 22 –

Other payables i 4 –

Total current liabilities 47 –

Non-current liabilities

Senior debt i 1,179 –

Total non-current liabilities 1,179 –

Total liabilities 1,226 –

Net assets 4,181 –

Note

As at

30 September 2025

€m

As at

30 September 2024

€m

Equity

Share capital 18 2 –

Share premium 18 19 –

Retained earnings 2,450 –

Merger relief reserve 1,709 –

Other components of equity 1

Total equity 4,181 –

As permitted by Section 408 of the Companies Act 2006, the income statement of the

Company is not presented as part of these financial statements. The Company’s profit after tax

for the year was €1,725m (2024: loss after tax of less than €1m).

The financial statements on pages 198 to 202 were approved by the Board of Directors on

25November 2025 and signed on its behalf by:

Nicolas Huss

Director

Company number: 15364642

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 198

Company statement of financial position

Company statement of changes in equity

Share capital

€m

Share premium

€m

Retained earnings

€m

Merger relief

reserve

€m

Other capital

reserve

€m

Total

equity

€m

At 1 October 2023 – – – – – –

Loss for the financial year – – – – – –

At 30 September 2024 – – – – – –

Profit for the financial year – – 1,725 – – 1,725

Share for share exchange in HBG Ltd 1 – – 1,709 – 1,710

Issuance of primary shares 1 724 – – – 725

Management reinvestment in newly issued shares – 48 – – – 48

Transaction costs related to issue of share capital – (28) – – – (28)

Share premium reduction – (725) 725 – – –

Share-based payments (note 20) – – – – 1 1

At 30 September 2025 2 19 2,450 1,709 1 4,181

The disclosures required in respect of share capital and share premium are shown in note 18 to the consolidated financial statements.

The notes on pages 200 to 202 form an integral part of these financial statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 199

Company statement of changes in equity

Notes to the company financial statements

a. Corporate information

HBX Group International plc (formerly known as HBX Group International Ltd) (the Company)

was incorporated on 20 December 2023 as a private company limited by shares and registered

in England. On 6 January 2025, the Company re-registered from a private to a public limited

company, and changed its name from HBX Group International Ltd to HBX Group International

plc. The address of its registered office is 7th Floor, Tower 42, 25 Old Broad Street, London,

United Kingdom, EC2N 1HN. The Company became the parent company of the Group on 11

February 2025 and its shares were listed on the Spanish stock exchanges on 13 February 2025.

The Company acts as an investment holding company.

b. Basis of preparation

The separate financial statements of the Company have been prepared in accordance with

Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) and the applicable

legal requirements of the Companies Act 2006 as applicable to companies using FRS 101. The

financial statements are prepared based on the historical cost convention except as disclosed in

the accounting policies in note 2 of the Group financial statements.

The financial statements have been prepared on a going concern basis as detailed in Note 2 of

the Group financial statements.

The following exemptions from the requirements of IFRS have been applied in the preparation

of these financial statements, in accordance with FRS 101:

• The requirements of paragraphs 45(b) and 46-52 of IFRS 2, Share-based payments.

• IFRS 7, Financial Instruments: Disclosures

• Paragraphs 91 to 99 of IFRS 13, Fair Value Measurement (disclosure of valuation techniques

and inputs used for fair value measurement of assets and liabilities).

• The requirement in paragraph 38 of IAS 1, Presentation of Financial Statements to present

comparative information in respect of: paragraph 79(a)(iv) of IAS 1.

• The following paragraphs of IAS 1, Presentation of Financial Statements:

• 10(d) statement of cash flows:

• 16 statement of compliance with all IFRS:

• 38A requirement for minimum of two primary statement, including statement of cash

flows;

• 38B-D additional comparative information;

• 111 statement of cash flows information; and

• 134-136 capital management disclosures

• IAS 7, Statement of Cash Flows and related notes

• Paragraphs 30 and 31 of IAS 8, Accounting policies, changes in accounting estimates and

errors (requirement for the disclosure of information when an entity has not applied a new

IFRS that has been issued but is not yet effective).

• Paragraph 17 of IAS 24, Related Party Disclosures (key management compensation).

• The requirements in IAS 24, Related Party Disclosures, to disclose related party transactions

entered into between two or more members of a group.

c. Significant accounting policies

The significant accounting policies applied in the preparation of these Company financial

statements are the same as those set out in Note 2 to the consolidated financial statements

with the addition of the following:

Investments

Investments in subsidiaries are stated at cost, less any provision for impairment.

When the company grants share options or other share-based payment awards to the

employees of the Company’s subsidiaries, (see Note 20 of the consolidated financial

statements), a capital contribution for the same amount is recognised as an investment in

subsidiary undertakings with a corresponding credit to shareholders’ equity.

Amounts due from/to subsidiary undertakings

Amounts due from subsidiary undertakings are initially recognised at fair value, and

subsequently reported at amortised cost. Non-interest bearing payables to subsidiaries are

stated at their nominal value as they are due on demand.

Dividend income

Dividends received from investments in subsidiaries are recognised in the income statement

when the right to receive payment is established.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 200

Notes to the company financial statements

d. Accounting estimates

Critical accounting estimates applied in the preparation of these Company financial statements

are set out below.

Investments

At each reporting date, management determines whether there is objective evidence that the

investments in its subsidiaries are impaired, which represents a critical accounting estimate for

the Company. If there is such evidence, management calculates the amount of impairment

as the difference between the recoverable amounts of the investments in the subsidiaries and

their carrying values and then recognises the loss in the income statement.

Recoverability of loans to subsidiaries

At each reporting date, management determines whether there is objective evidence that the

loan to its subsidiary is impaired. If there is such evidence, management calculates the amount

of impairment as the difference between the recoverable amount of the loan to the subsidiary

and its carrying value and then recognises the loss in the income statement.

e. Directors remuneration and employees

The Directors are remunerated by other Group entities. Information on Directors’ emoluments

can be found in Note 6 of the consolidated financial statements. The Company has no direct

employees (30 September 2024: none).

f. Auditor’s remuneration

Fees payable to the Company’s auditor for the audit of the Company and Group financial

statements are disclosed in Note 6 of the Group financial statements.

g. Investments in subsidiaries

2025

€m

2024

€m

At 1 October: – –

Acquisitions of subsidiaries 2,328 –

Capital contributions to subsidiaries 1 –

Impairments (27) –

At 30 September 2025 2,302 –

The Company holds 100% of the share capital of HNVR Midco Limited (Midco), HNVR Topco

Limited (Topco) and HBG Limited (HBG).

Midco and Topco are companies domiciled in the United Kingdom and HBG is a company

domiciled in Jersey. The Directors consider that the aggregate value of the interests in each

subsidiary undertaking is not less than the amount stated in the statement of financial position.

On 11 February 2025, the Company acquired 100% of the shares in HBG from existing

shareholders either in exchange for deferred sale consideration, settled by the Company from

listing proceeds, or in exchange for newly issued Company shares, for a total value of €1,792m.

Topco transferred its shares in Midco to the Company, with a book value of €525m on 14 March

2025.

On 5 September 2025, HBG distributed its holding in Topco to the Company for a book value of

€11m.

During the year, €1m of capital contributions to subsidiaries were made in relation to share

based payments.

Management has performed an impairment review of its investments at year ended 30

September 2025 on the same basis as the impairment review performed on goodwill for the

consolidated financial statements. For further details on the goodwill impairment review,

please refer to Note 11 of the consolidated financial statements. As a result of this impairment

review, impairment has been recognised in the year ended 30 September 2025 of €27m (30

September 2024: €nil).

h. Financial assets

The table below analyses the Company’s financial assets:

Financial assets at

amortised cost

€m

At 30 September 2025

Loans to subsidiaries 2,914

Revolving credit facilities to Group undertaking 137

Receivables from subsidiary 52

Cash and cash equivalents 2

Total financial assets 3,105

Total current 54

Total non-current 3,051

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 201

Notes to the company financial statements

Company loans to subsidiaries

On 14 February 2025, the Company entered into an intercompany loan with Midco with a

principal amount of €1,749m. Interest is charged at floating rates with margins of 2.25% and

3.00% plus EURIBOR (depending on the tranche) and repayment date of the principal is the

later of 14 February 2030 or 14 February 2032 (depending on the tranche) and six months after

the date on which all amounts under the Senior Facilities Agreement have been repaid in full

and all commitments thereunder cancelled. Interest is accrued and payable on current periods

as agreed between the parties.

On 28 March 2025, an intercompany loan with Midco was transferred to the Company

from HBG as part of the corporate reorganisation following admission to the Spanish Stock

Exchange. The value transferred was €1,109m (including accrued interest). The interest rate

on the loan is 10% and accrued interest is capitalised and added to the outstanding principal

amount every 30 September. Repayment date of the loan is the later of 14 March 2035 and six

months after the date on which all amounts under the Senior Facilities Agreement have been

repaid in full and all commitments thereunder cancelled. Interest charged on this loan in the

year ended 30 September 2025 is €54m.

The Company has assessed and concluded that the lifetime expected credit loss on these loans

is immaterial.

Revolving credit facilities to Group undertaking

On 12 February 2025, the Company entered into a revolving credit facility agreement with its

subsidiary HNVR Holdco Limited, with a maximum available facility of €250m.

The repayment date of this revolving credit facility is 12 February 2027. The interest rate is at

EURIBOR 12m + 3.00% and accrued interest is payable at maturity date.

Receivables from subsidiary

Receivables from subsidiary relates to interest receivable on the €1,749m intercompany loan

with HNVR Midco.

i. Financial liabilities

The table below analyses the Company’s financial liabilities:

Financial liabilities

at amortised cost

€m

At 30 September 2025

Senior debt (note 17) 1,200

Other payables to subsidiaries 22

Other payables 4

Total financial liabilities 1,226

Total current 47

Total non-current 1,179

Other payables to subsidiaries

Other payables to subsidiaries mainly relate to recharge of costs incurred by subsidiary

undertakings and are interest free, unsecured and payable on demand.

j. Subsequent events

There are no significant events after 30 September 2025 which affect or may affect these

Company financial statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 202

Notes to the company financial statements

Other

information

Alternative performance measures

204

Glossary

207

Shareholder information

208

Forward Looking Statements Disclaimer

209

HBX Group Annual Report and Accounts 2025 203STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

In addition to the financial information prepared under IFRS, the Group also uses and presents

a number of Alternative Performance Measures (“APMs”) that provide additional information

tofacilitate the assessment of the Group’s performance, cash flows and financial position.

Theseshould be considered as complementary to the IFRS measures.The Group considers

that the presentation of the APMs included herein complies with ESMA guidelines issued on

30June 2015 and the “Q&A on Alternative Performance Measures Guidelines” last published on

1 April 2022. These APMs have been calculated and presented following the samemethodology

for FY25 and FY24.

APMs: Reconciled to IFRS

TTV and Take rate

FY FY25

€m

FY FY24

€m

Revenue from contracts with customers 720 693

Cost of transactions 7,458 6,974

TTV 8,178 7,667

Take Rate (%) 8.8 9.0

Take Rate represents revenue as a proportion of Total Transaction Value (TTV), where TTV

corresponds to amounts charged to distribution partners, excluding sales taxes and Hoteltech.

The Group uses Take Rate to assess gross profitability, before adjusting for other costs

andotherincome.

Adjusted EBITDAand Adjusted EBITDA Margin

FY FY25

€m

FY FY24

€m

IFRS loss for the year (70) (24)

Add: Taxation 17 (24)

Add: Net finance costs 180 308

Add: Depreciation and amortisation 100 103

Add: Share of net loss of associate 2 –

EBITDA 229 363

Add: Non-underlying items

20 25

Add: Other non-recurring items

182 9

Adjusted EBITDA 431 397

Divided by: Revenue 720 693

Adjusted EBITDA Margin (%) 60 57

1. Non-underlying items principally comprised advisory fees in connection with the IPO, inaddition to

restructuring costs and costs of potential acquisitions and disposals.

2. Other non-recurring items principally related to the cost of long-term incentive plans related to an exit event.

The Group uses Adjusted EBITDA and Adjusted EBITDA Margin as an operating

performanceindicator. These metrics enable the Group to assess underlying performance

by eliminating differences in performance caused by variations in capital structure, (affecting

net finance costs), tax positions, deprecation and amortisation one off tasks which are non-

recurring or non-underlying in nature, such as IPO related costs.

Net Debt and Adjusted Net Debt

FY FY25

€m

FY FY24

€m

Cash and cash equivalents (820) (686)

Senior debt(Term loan A and Term loan B) 1,200 1,740

Bank loans (other) 2 4

Other borrowings 15 13

Net Debt 397 1,071

Working capital adjustment

242 214

Adjusted Net Debt 639 1,285

1. Working capital adjustment is the difference between the working capital at the reporting date and the

average working capital for the previous twelve months. Working capital comprises: current trade receivables

and other assets; trade payables and other provisions.

The Group uses Net Debt to measure its indebtedness at a point in time. Adjusted Net Debt

measures indebtedness, adjusting for the impacts of seasonality.

Net Debt to Adjusted EBITDA

FY FY25

€m

FY FY24

€m

Net Debt 397 1,071

Adjusted EBITDA 431 397

Net Debt to Adjusted EBITDA 0.9x 2.7x

The Group uses Net Debt to Adjusted EBITDA to measure the amount of income generated

proportional to the Group’s level of debt, without consideration to impairments, depreciation,

amortisation and other non-operational items.

Alternative Performance Measures (APMs)

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 204

Alternative Performance Measures (APMs)

Adjusted Net Debt to Adjusted EBITDA (Adjusted Leverage)

FY FY25

€m

FY FY24

€m

Adjusted Net Debt 639 1,285

Adjusted EBITDA 431 397

Adjusted Net Debt to Adjusted EBITDA 1.48x 3.24x

The Group uses Adjusted Net Debt to Adjusted EBITDA (Leverage) to measure the amount

of income generated proportional to the Group’s level of debt without consideration to

impairments, depreciation, amortisation, interest, tax and other non-recurring and non-

underlying items, and after normalising Adjusted Net Debt for seasonal fluctuations.

Operating Free Cash Flow

FY25

€m

FY24

€m

Adjusted EBITDA 431 397

Plus: Change in working capital

51 110

Less: Capital expenditure

(45) (42)

Operating Free Cash Flow 437 465

1. Change in working capital comprises movements in trade receivables and other assets, trade payables

andother liabilities, derivatives at fair value and provisions.

2. For the purposes of calculating Operating Free Cash Flow, capital expenditure is calculated as the capital

expenditure amount per the cash flow statement.

The Group uses Operating Free Cash Flow as an indicator of its ability to generate stable

andgrowing cash flows.

Cash Conversion

FY25

€m

FY24

€m

Operating Free Cash Flow 437 465

Divided by: Adjusted EBITDA 431 397

Cash Conversion 101% 117%

The Group uses Cash conversion to monitor how the Group’s EBITDA converts to cash.

Adjusted Operating Costs

FY25

€m

FY24

€m

Operating costs 469 322

Less: Non-underlying items (20) (25)

Less: other non-recurring items (182) (9)

Adjusted Operating Costs 267 288

The Group uses Adjusted Operating Costs to measure its operational efficiency, after adjusting

for non-underlying and non-recurring items.

Adjusted Earnings and Adjusted Earnings per share (new APM)

FY25

€m

FY24

€m

Loss for the year attributable to the equity holders of the

parent Company (69) (24)

Adjusted for:

Non-underlying items 20 25

Non-recurring items 182 9

Interest on loan notes and preference shares 59 156

Extinguishment of former debt 29 –

Purchase Price Allocation (PPA) amortisation

69 69

Tax adjustments

(32) (59)

Adjusted Earnings 258 176

Weighted average number of shares (m) 222 180

Adjusted Earnings per share 1.16 0.98

1. PPA amortisation relates to the amortisation of intangible assets recognised as a result of former business

combinations.

2. Tax adjustments are calculated as the difference between the underlying tax charge, being the tax charge on

the Group’s underlying profit, excluding non-recurring, non-underlying or acquisition-related items, and the

actual tax charge or credit for the year.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 205

Alternative Performance Measures (APMs)

Adjusted Earnings and Adjusted Earnings per share are calculated based on profit attributable

to equity holders, adjusted to exclude items which are not reflective of the Group’s underlying

performance. In addition to those items defined as “non-underlying” and “non-recurring”,

this also includes adjustments for the former debt structure, amortisation of Purchase Price

Allocations relating to historical acquisitions and adjustment for tax impacts which are not

related to the underlying profitability of the Group.

The Group uses Adjusted Earnings and Adjusted Earnings per share to provide a clearer view of

underlying business performance by excluding items that are non-recurring or non-underlying

and the associated tax impacts. This metric has been introduced to provide a clearer view of

underlying performance and sustainable earnings by removing volatile non-recurring items,

thus facilitating year-on-year comparison and benchmarking.

Technology capex

FY25

€m

FY24

€m

Intangible assets: computer software 42 41

Intangible assets: computer software from business

combinations 4 –

Fixtures, fittings and equipment (excluding right of use assets) 1 1

Technology capex 47 42

Total technology investment and total technology investment

asaproportion of revenue

FY25

€m

FY24

€m

Technology capex 47 42

Technology opex 41 40

Total technology investment 88 82

Revenue 720 693

Total technology investment as a proportion of revenue 12% 12%

The Group uses Technology Capex and Total Technology Investment to monitor its investment

in future growth. Total Technology Investment as a proportion of revenue enables the Group to

review the investment in future growth relative to its revenue.

Other APMs which were included in the Group’s prospectus comprised EBITDA Margin,

Revenue by Product, Revenue by Geography as a proportion of total revenue, Adjusted

Operating Costs per FTE, and Fixed Cost as a Percentage of Operating Costs. These provided

specific insights for the purpose of the IPO. However, these have been discontinued as APMs

in ongoing financial reporting as the Group believes that focusing on standard measures and

a condensed number of APMs improves transparency and reduces complexity for users of the

financial statements.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 206

Alternative Performance Measures (APMs)

Financial term Definition

Adjusted EBITDA Operating Profit before depreciation and amortisation andafter

adding back non-underlying and non-recurring items which do

not reflect the underlying performance of the business

Adjusted Earnings Loss for the year attributable to equity shareholders adjusted for

non-underlying and non-recurring items, costs related to the

former debt structure, amortisation of purchase price allocation

assets and non-underlying tax.

Adjusted EBITDA Margin Adjusted EBITDA divided by Revenue.

Adjusted Leverage Adjusted Net Debt divided by Adjusted EBITDA.

Adjusted Net Debt Net Debt plus the working capital adjustment

Adjusted Operating

Expenses

Operating expenses less non-recurring and non-underlying

items.

API Applicable programming interface.

B2B Business to business operations

Cash Conversion Operating Free Cash Flow divided by Adjusted EBITDA

CFD Climate-related Financial Disclosures

Change in working capital Stated as per consolidated financial statements.

CSRD Corporate Sustainability Reporting Directive

EBITDA Operating profit before depreciation and amortisation

ESG Environmental, Social and Governance

Hoteltech The Hoteltech product line provides booking engines, web design

and digital marketing services for hotels

Mobility & Experiences Travel solutions including car rental, transfers and experiences

such as theme parks, tours and activities

Glossary

Financial term Definition

MEAPAC Middle East, Africa and Asia Pacific

Net Debt Total debt less the sum of cash and deposits

NFSIS Non-Financial and Sustainability Information Statement

NPS Net Promoter Score

LTIP Long-term Incentive Plan

Operating Free Cash Flow Adjusted EBITDA plus Change in Working Capital minus Capex as

per the cashflow statement.

OTA Online Travel Agency

PSP Performance-related Share Plan

SFA Senior Facilities Agreement

SPA Supplier Preferential Agreement

Take rate Revenue as a percentage of TTV

TCFD Task Force on Climate-related Financial Disclosures

Total Technology

Investment

Technology capex, comprising intangible assets relating to

computer software and fixtures fitting and equipment, plus

operating expenditure relevant to technology.

TPS Third Party Supplier

TTV (Total Transaction

Value)

Represents the amount charged to distribution partners,

excluding sales taxes such as Value Added Tax (VAT) and Goods

and Services Tax (GST) and excluding amounts related to the

Group’s Hoteltech product line.

VCC Virtual Credit Card

Working Capital

Adjustment

Difference between the actual absolute amount of working

capital of the Group at the relevant date and the average absolute

amount of working capital of the Group for the 12-month period

ending on the relevant date

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 207

Glossary

Registered office

Floor, Tower 42, 25 Old Broad

Street, London, EC2N 1HN

UnitedKingdom

Registered in England and Wales

Number 15364642

Spanish registrar

Computershare Investor

Services plc Spanish Branch,

Travesera de Gracia 11, planta 6,

08021 Barcelona, Spain

Investor Relations

investorrelations@hbxgroup.com

Shareholder enquiries

Enquiries relating to shareholdings,

such as the transfer of shares,

change of name or address, lost

share certificates or dividend

cheques, should be referred to the

Spanish Registrar detailed above.

Shareholder information

Financial calendar

Financial year end: 30 September 2026

Q1 trading update: 28 January 2026

AGM: 12 February 2026

Half-year results: 13 May 2026

Q3 trading update: 29 July 2026

Other key dates can be found on

ourwebsite: www.hbxgroup.com

Annual General Meeting

Information on the Annual General

Meeting, together with the Notice

ofMeeting containing details of

the business to be conducted,

will be posted on our website

www.hbxgroup.com

The meeting is planned to take

place on 12 February 2026 and

the Notice will be circulated in

January2026.

The voting results for the

2025 Annual General Meeting

will also be accessible on

www.hbxgroup.com shortly

after the meeting.

Share price information

The latest HBX Group International

Plc share price is available on

the Company’s website at

www.hbxgroup.com.

Website

This Annual Report and other

information about HBX Group

International Plc, including share

price information and details

of results announcements, are

available at www.hbxgroup.com

Notwithstanding the references

made in the Annual Report to the

website, none of the information

made on the website constitutes

part of this Annual Report or is

deemed to be incorporated by

reference therein.

Auditor

PricewaterhouseCoopers LLP,

1 Embankment Place, London,

WC2N 6RH United Kingdom

Lawyers

Freshfields LLP, 100 Bishopsgate,

London, London, EC2P 2SR, United

Kingdom

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 208

Shareholder information

HBX Group Forward Looking Statements Disclaimer

Certain statements included in

this Annual Report (the Report) are

forward-looking. These statements

can be identified by the fact that

they do not relate only to historical

or current facts. By their nature,

they involve risk and uncertainties

because they relate to events and

depend on circumstances that will

occur in the future. Actual results

could differ materially from those

expressed or implied by such

forward looking statements.

Forward-looking statements

often use words such as ‘expects’,

‘believes’, ‘may’, ‘will’, ‘could’,

‘should’, ‘continues’, ‘intends’,

‘plans’, ‘targets’, ‘predicts’,

‘estimates’, ‘envisages’ or

‘anticipates’ or other words of

similar meaning or their negatives.

They include, without limitation,

any and all projections relating

to the results of operations and

financial conditions of HBX

Group International Plc and

its subsidiary undertakings

from time to time (the ‘Group’),

aswell as plans and objectives

for future operations, expected

future revenues, financing plans,

expected expenditure, acquisitions

and divestments relating to

the Group and discussions of

the Group’s business plans, and

its assumptions, expectations,

objectives and resilience with

respect to climate scenarios.

All forward-looking statements

in this Report are based upon

information known to the Group

on the date of this Report and

speak as of the date of this Report.

Other than in accordance with

its legal or regulatory obligations,

the Group does not undertake

to update or revise any forward-

looking statement to reflect any

changes in events, conditions or

circumstances on which any such

statement is based.

Actual results may differ from

those expressed or implied in

the forward-looking statements

in this Report as a result of any

number of known and unknown

risks, uncertainties and other

factors, including, but not limited

to, economic and geo-political,

market, regulatory, climate,

supplychain or other significant

external events, many of which

are difficult to predict and are

generally beyond the control of

the Group, and it is not reasonably

possible to itemise each item.

Accordingly, readers of this Report

are cautioned against relying on

forward-looking statements.

Further information on the

primaryrisks of the business

andthe Group’s risk management

process is set out in the risk

management and principal risk

factors section in this Report.

Allforward-looking statements

made on or after the date of

this Report and attributable to

HBX Group International Plc are

expressly qualified in their entirety

by the primary risks set out in

thatsection.

STRATEGIC REPORTINTRODUCTION GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION HBX Group Annual Report and Accounts 2025 209

HBX Group Forward Looking Statements Disclaimer