Serko Limited/Announcement
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Serko's Audited FY25 Financial Results

Full Year Results19 May 2025SKOIndustrials

Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com

20 May 2025

Audited Full Year Financial Results

for the period ended 31 March 2025

Serko Limited (ASX & NZX: SKO) today announces its full-year financial results for the year to

31 March 2025.

Please find attached the following documents:

• Market Release

• Results Announcement (NZX Appendix 2)

• Investor Presentation

• Annual Report

• ESG Report, including our mandatory climate-related disclosures and GHG inventory

These documents will be made available on www.serko.com/investors.

Full Year Results Conference Call

Serko Chief Executive Darrin Grafton and Chief Financial Officer Shane Sampson will host a

conference call and webcast at 11am (NZT) this morning to discuss the results. Dial-in details are set

out in the market release.

ENDS

Released for an on behalf of Serko Limited by Shane Sampson, Chief Financial Officer


FURTHER INFORMATION

Investor relations

Shane Sampson

Chief Financial Officer

+64 9 884 5916

investor.relations@serko.com

Media relations

Coran Lill

+61 (0)468 963 068

coran.lill@csladvisory.com

---

Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com

Market Release

20 May 2025

Audited financial results for the

twelve months to 31 March 2025

1,2


Serko delivers 27% total income growth

Pre-acquisition business is cash-generative, supporting growth


Serko Limited (NZX & ASX: SKO) today reports its audited results for the twelve months to 31 March

2025 (FY25) with total income up 27% to $90.5 million, continuing its track record of high growth.

The result was driven by continued demand and growth in Booking.com for Business, with completed

room nights and active customers both increasing 29%. The result also included a solid performance

by Serko’s Australasian business and $4.8 million of income from the acquisition of GetThere on

7 January 2025.

Serko Chief Executive and Co-Founder Darrin Grafton said: “Serko is pursuing new growth, supported

by targeted investment in its platform and North American expansion. We are in a strong position to

do this, with continued income growth, cost discipline and an increase in our capability, including in

data and AI.

“Our pre-acquisition business generated positive Free Cash Flow for FY25 of $7.4 million, an

improvement of $14.5 million

3

. We expect the cash-generative strength of our pre-acquisition

business to continue building, providing a solid foundation as we scale.”


Financial summary

“Increased total income and our operational efficiency delivered positive EBITDAFI of $2.8 million for

the year, a $4.3m improvement. Total spend-to-income ratio fell from 118% to 102%.

“Our net loss after tax was $22 million, an increase of $6.1 million, reflecting one-off costs and a non-

cash accounting impairment.

“Free Cash Flow showed a $5.2 million improvement, narrowing the net outflow to $1.9 million.


1

Comparative numbers are for the prior comparative period (FY24) unless otherwise stated. All dollar amounts are New

Zealand dollars, unless otherwise stated.

2

See notes to this release for definitions of non-GAAP financial measures used in the released materials.

3

A financial summary of Serko’s FY25 financial performance for its pre-acquisition business is on slide 11 of the investor

presentation.


2

“We remain well capitalised with $61.4m in cash and no debt.”


12 months ending 31 March

2024

NZD

2025

NZD

Change

Total income $71.2m $90.5m 27%

Total spend $83.9m $92.7m 10%

Operating expenses $89.7m $107.6m 20%

EBITDAFI gain/(loss) ($1.5m) $2.8m $4.3m

improvement

Net gain/(loss) after tax ($15.9m) ($22.0m) $6.1m

increase

Free Cash Flow ($7.1m) ($1.9m) $5.2m

improvement


Business performance

Booking.com for Business

• Completed room nights - from 2.5 million to 3.3 million

• Active customers - from 172,000 to 222,000

• Average revenue per completed room night down 1% to €9.63

“Demand for Booking.com for Business remains strong and active customers are up 29%. Working

closely with Booking.com we have delivered improvements in activation, onboarding, customer

engagement and repeat bookings.

Managed travel

• Online bookings up 6% in Australasia - from 3.9 million to 4.1 million

• Average revenue per booking $5.73 in Australasia, up 12%

“In managed travel, we also delivered several product enhancements for our Zeno partners and

customers. This included drawing on Booking.com for Business learnings to reduce friction and boost

satisfaction. We also welcomed the GetThere team and are engaging with GetThere customers as we

shape the future of our market offerings.”


FY26 Outlook

Overall demand for business travel remains strong, and Serko’s year-to-date performance is in line

with our expectations.

For FY26, total income is expected to be $115m -$123m, underpinned by the trajectory in

Booking.com for Business.


3

We are confident in the long term opportunity in North America, with revenue contribution remaining

modest in FY26.

For FY26, Serko expects total spend in the range of $127m-$133m.

Risks to Serko achieving its FY26 goals include macro economic and geopolitical factors,

and currency and ARPCRN movements.



Approved for release by the Board of Serko.



Investor Call

Serko Chief Executive Officer Darrin Grafton and Chief Financial Officer Shane Sampson will host a

conference call and webcast at 11am (NZT) this morning to discuss the results.

To join the conference call, please dial the numbers below using the participant passcode 602965.

New Zealand +64 (0)9 9133 624 or toll free 0800 423 972

Australia +61 (0)2 7250 5438 or toll free 1800 590 693

Numbers for additional countries can be accessed here.

You can join the live webcast here.



FURTHER INFORMATION

Investor relations

Shane Sampson

Chief Financial Officer

+64 9 884 5916

investor.relations@serko.com

Media relations

Coran Lill

CSL Advisory

+61 (0)468 963 068

coran.lill@csladvisory.com



4

Important Notes

Non-GAAP definitions

Non-GAAP (generally accepted accounting practices) financial measures do not have standardised

meanings prescribed by GAAP and therefore may not be comparable to similar financial information

presented by other entities. Non-GAAP measures are used by management to monitor the business

and are considered useful to provide information to investors to assess business performance.

Reconciliation of non-GAAP financial measures to GAAP measures can be found within the Annual

Report and this Investor Presentation.

• ARPB or Average Revenue Per Booking is a non-GAAP measure. Serko uses this as a useful

indicator of the revenue value per online booking. ARPB for travel-related revenue is calculated as

travel-related revenue divided by the total number of online bookings.

• ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and comprises

the gross unmanaged supplier commissions revenue per completed room night for revenue

generating hotel transactions.

• Australasia: New Zealand and Australia.

• Cash on hand is a non-GAAP measure comprising cash and short-term investments.

• CRN or Completed room nights is a non-GAAP measure comprising the number of unmanaged

hotel room nights which have been booked and the traveller has completed the stay at the hotel.

• EBITDAFI is a non-GAAP measure representing Earnings Before the deduction of costs relating to

Interest, Taxation, Depreciation, Amortisation, Foreign Currency (Gains)/Losses, Fair value

measurement and Impairment.

• Free Cash Flow is a non-GAAP measure comprising GAAP cash flows excluding movements

between cash and short-term investments, cash flows related to capital raises

and strategic acquisition payments.

• Online Bookings is a non-GAAP measure comprising the number of travel bookings made using

Serko’s Zeno and Serko Online platforms.

• Operating Expenses is a non-GAAP measure comprising expenses excluding costs relating to

taxation, interest, finance expenses and foreign exchange gains and losses.

• Pre-acquisition business is a non-GAAP measure reflecting the Serko business excluding the

impacts of acquiring GetThere, including related transaction and implementation costs.

• To t a l S p e n d is a non-GAAP measure comprising of operating expenses and capitalised

development costs. It excludes depreciation and amortisation.

---

Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com

Results Announcement

20 May 2025

Results for announcement to the market



Name of issuer Serko Limited (SKO)

Reporting Period 31 March 2025

Previous Reporting Period 31 March 2024

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$90,461 Up 27%

Total Revenue $90,461 Up 27%

Net profit/(loss) from

continuing operations

($21,962) 38% decrease

Total net profit/(loss) ($21,962) 38% decrease

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividends have been paid during the period and there is no intention

to pay dividends while Serko pursues growth opportunities

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date Not applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

57.03 cents 68.75 cents

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the market release and annual report released in

conjunction with this announcement.

Pursuant to ASX listing rule 1.15.3, Serko Limited confirms that it

continues to comply with the rules of its home exchange (NZX Main

Board).

Authority for this announcement

Name of person authorised to

make this announcement

Shane Sampson

Contact person for this

announcement

Shane Sampson, CFO

Contact phone number +64 9 884 5916

Contact email address investor.relations@serko.com

Date of release through MAP 20 May 2025


Audited financial statements for the period ended 31 March 2025 accompany this announcement.

---

Financial Results
for the 12 months to 31 March 2025

Investor Presentation • 20 May 2025

Important notice
•This presentation has been prepared by Serko Limited ("Serko"). All information is current at the date of this presentation, unless stated otherwise.

All currency amounts are in NZ dollars unless stated otherwise.

•Information in this presentation

•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription,

purchase, or recommendation of securities in Serko for the purposes of the Financial Markets Conduct Act 2013

or otherwise, or constitute legal, financial, tax, financial product, or investment advice;

•should be read in conjunction with, and is subject to Serko’s Financial Statements and Annual Reports,

market releases and information published on Serko’s website (www.serko.com);

•mayinclude forward-looking statements about Serko and the environment in which Serko operates,

which are based on assumptions and subject to uncertainties and contingencies outside Serko’s control –

Serko’s actual results;or performance may differ materially from these statements;

•may include statements relating to past performance information for illustrative purposes only and should

not be relied upon as (and is not) an indication of future performance;

•may contain information from third-parties believed to be reliable, however, no representations or warranties

are made as to the accuracy or completeness of such information.

The informationin this presentation has beenprepared with all reasonable care, howeverneither Serko (includingits related entities),nor any of their

directors, employees, agents or advisers give any representations or warranties (either express or implied) as to the accuracy or completeness of the

information. To the maximum extent permitted by law, no such person/s shall have any liability whatsoever to any other person for any loss (including,

without limitation, arising from any fault or negligence) arising from this presentation or any information supplied or omitted in connection with it.

Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial

information presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors.

Non-GAAP measures are used by management to monitor the business and are useful to provide investors to assess business performance.

Comparative figures are for the prior comparative period (FY2024) unless otherwise stated.

Serko 2

Serko Limited, 125 The Strand, Parnell, Auckland, New Zealand • T: +64 9 309 4754 • investor.relations@serko.com

Incorporated in New Zealand ARBN 611 613 980

What we'll cover today
Results

overview

Darrin Grafton

Chief Executive Officer

Slide 4

Financial

results

Shane Sampson

Chief Financial Officer

Slide 10

Strategy &

FY26 outlook

Darrin Grafton

Chief Executive Officer

Slide 15

Your

questions

Serko 3

Results overview
Serko 4

Darrin Grafton

Chief Executive Officer

27% total income growth
Serko 5

+27%

FY25 v FY24

+30%

FY25 v FY24

$85.7m

$4.8m

$48.0m

$71.2m

$90.5m

$0m

$10m

$20m

$30m

$4 0m

$50m

$60m

$7 0m

$80m

$90m

$100m

FY23FY24FY25

Total income

5.5m

0.9m

4.1m

4.9m

6.4m

0m

1m

2m

3m

4m

5m

6m

7m

FY23FY24FY25

Total online bookings

Strong total income growth driven by momentum in Booking.com for Business

1. See notes to this release for definitions of non-GAAP financial measures used in the released materials.

GetTherePre-acquisition business

Pre-acquisition business is cash generating, supporting our growth plans

1

29% increase in Booking.com for Business CRNs
Serko 6

1.5m

2.5m

3.3m

0.0m

0.5m

1.0m

1.5m

2.0m

2.5m

3.0m

3.5m

FY23FY24FY25

Completed room nights

€ 9.34

€ 9.75

€ 9.63

€ 6

€ 7

€ 7

€ 8

€ 8

€ 9

€ 9

€ 10

€ 10

FY23FY24FY25

Average revenue per CRN

157k

172k

222k

-

50

100

150

200

250

FY23FY24FY25

Active customers

Completed room nights increased to 3.3 million, underpinned by stronger demand

and product improvements

Active customer numbers increased 29%

+29%

-1%

+29%

18% growth in Australasian travel revenue
Serko 7

3.4m

3.9m

4.1m

.0m

1.0m

2.0m

3.0m

4. 0m

FY23FY24FY25

Australasia online bookings

12% increase in average revenue per booking and 6% increase in online bookingsdrove

higher travel revenue growth

Continued to invest and innovate in the Australasian market to strengthen our market leadership

$4.96

$5.12

$5.73

$0. 00

$1. 00

$2. 00

$3. 00

$4 .00

$5. 00

$6. 00

$7 . 00

FY23FY24FY25

Australasia ARPB

+6%

+12%

We are accelerating organisational
performance as we scale globally

We are attracting global talent from leading consumer

technology businesses to strengthen our team

In FY25, we welcomed senior leaders withdata, AI, and e-commerce

expertisefrom Airbnb, Booking.com and Uber for Business

We continued our delivery of operational efficiency

•Reallocated resources to support growth

•Headcount reduced 1% (excluding acquisition)

86%

Overall employee

engagement

89%

Proud to work

at Serko

91%

Would recommend Serko

as a great place to work

Serko 8

Annual employee survey, November 2024.

Comparisons with December 2023 annual employee survey.

8pts

5pts

10pts

Data and AI are critical to our success

•79% of our people say they’re equipped to succeed

with data — up 13 points on 2023

•99% of our people have completed AI training

We are achieving growth with cost discipline
Serko 9

$19.4m

$28.6m

$36.3m

$34.8m

$42.7m

$47.7m

$41.1m

$42.2m $42.2m

$41.8m

$44.1m

$48.6m

$0m

$10m

$20m

$30m

$40m

$50m

$60m

1H 232H2 31H 242H2 41H 252H2 5

Total income vs total spend

Total incomeTotal spend

•Disciplined cost management

saw income grow ahead of spend

•Total spend fell from 118% (FY24)

to 102% of income (FY25)

•Business is drivinga return

to positive Free Cash Flow

Financial results
Serko 10

Shane Sampson

Chief Financial Officer

Total incomeup 27% to $90.5 million
FY25 summary

FY25Change v FY24FY25Change v FY24

Total income$90.5m27%$85.7m20%

Total spend $92.7m10%$83.0m(1%)

Total operating expenses$107.6m20%$97.0m8%

EBITDAFI gain/(loss) $2.8m

$4.3m

improvement

$7.7m

$9.2m

improvement

Net gain/(loss) after tax$(22.0m)

$6.1m

increase

$(10.9m)

$5.0m

improvement

Free Cash Flow $(1.9m)

$5.2m

improvement

$7.4m

$14.5m

improvement

For a more detailed view of financial and operational performance in FY25 see slides 22 and 26 – 31in the Appendix.

Serko 11

Pre-acquisition business

Strong cashflow trajectory in pre-acquisition business
Serko 12

$48.0m

$71.2m

$85.7m

$83.3m

$83.9m

$83.0m

$0m

$10m

$20m

$30m

$40m

$50m

$60m

$70m

$80m

$90m

FY23FY24FY25

Pre-acquisition business

Total income vs total spend

Total IncomeTotal Spend

($36.8m)

($7.1m)

$7.4m

($ 4 0m )

($ 35 m )

($ 30 m )

($ 25 m )

($ 20 m )

($ 1 5m )

($ 1 0m )

($ 5m )

$0m

$5m

$10m

FY23FY24FY25

Pre-acquisition business Free Cash Flow

•Serko’s balance sheet
remainsstrong with cash

and short-termdeposits of

$61.4 million and nodebt

•Cash and short term

deposits reduced 24%,

reflecting the GetThere

purchase

Balance Sheet20252024ChangeChange

$'m$'m$'m%

Cash and Short Term Deposits

61.4

80.6

(19.2)(24%)

Other Current Assets

28.6

14.8

13.893%

Intangibles

30.7

31.1

(0.4)(1%)

Other Non Current Assets

5.7

3.6

2.056%

Total Assets

126.3130.1(3.8)(3%)

Current Liabilities

24.113.310.8

81%

Non Current Liabilities

2.31.11.2

113%

Equity

99.9115.7(15.8)

(14%)

Total Liabilities and Equity

126.3130.1(3.8)(3%)

Serko 13

Balance sheet

Well capitalised with total cash in hand of $61.4 million

50%
50%50%50%

$-

$50m

$100m

3. 3m4. 2m6. 2m8. 5m

Completed Room Nights

Gross Revenue at various CRN volumes

Incremental tiers

50% commission tier

Total contribution will continue to grow

Booking.com for Business

Projections based on assuming AComPCRN, NZD: EUR rate, seasonality and room nights per booking are consistent with FY25 actuals. Revenue estimates are approximate, contractual calculations are

monthly rather than annual and on completed bookings rather than CRNs. Gross revenue is revenue before deducting consideration payable to customers relating to jointly agreed marketing fees.

Serko 14

Potential future volumes

The pre-acquisition business achieved positive cashflows on FY25 volumes.

FY25

Strategy & FY26 Outlook
Serko 15

Darrin Grafton

Chief Executive Officer

Our opportunity and strategic focus
Strategic focus

Growth drivers

Serko 16

* GBTA Business Travel Index Outlook (2024) on total transaction value basis, including in-destination spend.

Consumer-

grade

expectations

Business

efficiency

Data and

intelligence

Content choice

Booking.com for Business growth

Reinforce Australasian position

North American expansion

Serko platform evolution

Serko’s strategic focus areas

Global business travel forecast

to rise from USD $1.5 trillion to

USD $2.0 trillion by 2028.

*

2

1

4

3

North American foothold and expansion
INTEGRATION

Acquisition completion

•Employee onboarding

•Customer and prospect

engagement through multiple

customer and industry events

•Activation of Sabre partnership

ACTIVATION

Expanding pipeline

•Building sales pipeline including

co-selling with Sabre

•Co-development with Sabre

including leveraging AI capabilities

•Deliver Zeno and GetThere product

enhancements

•Deliver pilot consumer-grade

traveller experiences to US

customers on the Serko platform

EXPANSION AND SCALE

Scale US customer base

•Signingand implementing

new customers

•Platform capabilities available

for enterprise customers

Serko 17

3

NOW

US represents 24% of the global business travel market

* GBTA Business Travel Index Outlook (2024) on total transaction value basis, including in-destination spend.

Targeted investment in platform acceleration
Accelerated investment to unlock opportunity, drive faster innovation,

and improve cost efficiency – built to support AI and data capabilities.

We have continued to release new platform capabilities since the accelerated

investment programme announced in October 2024.

The platform is successfully powering core components of

Booking.com for Business, including all hotel transactions

Current key priorities

Advanced scoping and planning

•Flight service modernisation

•Multi-component

API integration

Technical foundations

•Multi-tenant architecture

•Extended authentication

and authorisation

Expertise

•Expanding India-based product

and technology capability

Serko 18

June 2023:

New hotel search

experience for

Booking.com for

Business

June 2024:

New Booking.com

for Business user

dashboard

March 2025:

New Booking.com

for Business

onboarding

experience

FY26 upcoming:

New checkout

experience and

company

onboarding

4

FY26 Outlook
Overall demand for business travel remains strong, and Serko’s

year-to-date performance is in line with our expectations.

For FY26, total income is expected to be$115m -$123m,

underpinned by the trajectory in Booking.com for Business.

We are confident in the long term opportunity in North America, with

revenue contribution remaining modest in FY26.

For FY26, Serko expects total spend in the range of $127m-$133m.

Risks to Serko achieving its FY26 goals include macro economic and

geopolitical factors, andcurrency and ARPCRN movements.

Serko 19

Your questions
Serko 20

Appendix
Serko 21

FY25 financial and operational summary
1H242H24FY241H252H25FY25FY25 v FY24 %

Financial ($m)

Total income

$36.3m $34.8m $71.2m $42.7m $47.7m $90.5m 27%

Total spend

$42.2m $41.8m $83.9m $44.1m $48.6m $92.7m 10%

Total operating expenses

$45.4m $44.4m $89.7m $50.4m $57.2m $107.6m 20%

EBITDAFI gain/(loss)

($0.8m)($0.8m)($1.5m)$1.2m $1.5m$2.8m (281%)

Net gain/(loss) after tax

($7.2m)($8.7m)($15.9m)($5.1m)($16.9m)($22.0m) 38%

Free Cash Flow

($3.4m)($3.7m)($7.1m)$1.3m($3.2m)($1.9m) (73%)

Operational

Online bookings (millions)

2.5m 2.4m 4.9m 2.8m 3.6m 6.4m 30%

Completed room nights (millions)

1.3m 1.2m 2.5m 1.6m 1.7m 3.3m 29%

ARPB

$12.88 $12.53 $12.71 $13.76 $12.15 $12.85 1%

ARPCRN

€ 10.09€ 9.38€ 9.75€ 10.00€ 9.30€ 9.63(1%)

Active Customers (000)

176 172 172 187 222 222 29%

Serko 22

FY25 progress: Booking.com for Business
•New user dashboard

•New signup /

onboarding flow

•Automated welcome /

"Let's get started" checklist

•Reduced login /

authentication friction

•Use of AI todrive improved

search results (in testing)

•Customer journey

touchpoints (for example,

transactional emails)

•Better optimising search

results towards business

travellers

•Checkout and payment

improvements

•One-click rebooking of

previously searched or

booked properties

Serko 23

Engagement & repeat useConversion Activation & onboarding

•Unify booking data and
profiles for clear business

and leisure visibility

•Scaled support of loyalty

and incentives

•Begin foundational work

for mobile integration

•Personalised dashboard

tailored to role and workflow

•Bringing together multiple

accounts under a unified

company framework

•Simple employee onboarding

with smart verification

•Proactive insights to enhance

onboarding and policy set up

•Checkout modernisation

to enable faster iteration,

experimentation

•Enhance the end-to-end

booking experienceacross

air, and ground transport

•Improve post-booking

management, including

changes


Serko 24

Empowering businessSimplify travel bookingDeepening integration

FY26 plans: Booking.com for Business

FY25 & 26: Zeno enhancements
FY25

User

experience

Applying Booking.com for

Business learnings to

reduce friction and boost

satisfaction.

FY25

Personalised

airline offers

Provides added

value to corporations,

bookers and TMCsby

accessing a range of

airline offers via a Sabre

NDC integration.

FY25

Real-time

changes

Seamless experience for

travellers making changes

online - removing manual

steps for partners.

FY25

Travel

recommendations

Leverage previous trip

information and location

data to deliver more

tailored hotel and

transport options.

FY26

Zeno FY26

priorities

•Booking simplification

•Leveraging data

intelligence

•Simplified travel policies

Serko 25

FY25 FY26

Net profit summary /
EBITDAFI reconciliation

•Goodwill on acquisition was treated as

impaired consistent with NZ IAS 36

prohibition on incorporating planned

improvement in business performance

in the impairment test

•Stronger New Zealand dollar drove foreign

exchange gain on forward exchange

contracts used to provide an economic

hedge for revenue

Net Profit Summary

20252024Changechange

EBITDAFI Reconciliation$'m$'m$'m%

Revenue

88.568.819.7

29%

Other income

2.02.4(0.4)

(18%)

Total income

90.571.219.3

27%

Operating expenses

(107.6)(89.7)(17.9)

20%

Percentage of revenue

(122%)(130%)

Net exchange gains/(losses)

(1.4)(1.1)(0.3)27%

Asset impairments and disposals

(5.4)(0.1)(5.3)nm¹

Net finance income/(expense)

3.33.9(0.6)(16%)

Net (loss) before tax

(20.6)(15.7)(4.9)31%

Percentage of revenue

(23%)(23%)

Income tax expense

(1.4)(0.2)(1.2)605%

Net (loss) after tax

(22.0)(15.9)(6.1)38%

Percentage of revenue

(25%)(23%)

Deduct: net finance (income)/expense

(3.3)(3.9)0.6(16%)

Add back: income tax

1.40.21.2605%

Add back:depreciation and amortisation

19.917.02.917%

Add back:asset impairmentand disposals

5.40.15.3nm¹

Add back: net exchange (gains)/losses

1.41.10.327%

EBITDAFI (loss)

2.8(1.5) 4.3(281%)

Percentage of revenue

3%(2%)

Serko 26

1 nm stands for not meaningful

Revenue analysis
•Booking.com for Business partnership

continues to drive growth in the Supplier

Commissions category and the Europe and

Other geography

•Travel platform booking revenue grew driven

by increased Australian business travel

volumes partially offset by a weaker NZ

market and a higher ARPB in ANZ

•ARPB grew driven by the increased

proportion of Booking.com for Business

transactions

•The $90.5m includes $4.8 million of income

following the acquisition of GetThere on

7 January 2025. Excluding the GetThere

contribution, total income was $85.7m

Revenue and other Income by Type20252024changechange

$'m$'m$'m%

Revenue – transaction and usage fees:

Travel platform booking revenue

27.319.28.142%

Expense platform revenue

5.35.30.01%

Supplier commissions revenue

54.342.911.427%

Services revenue

1.21.00.220%

Other revenue

0.30.30.01%

Other Income

2.02.4(0.4)(18%)

Total revenue and other income

90.571.219.327%

Operating Revenue by Geography

Australia

24.320.63.818%

New Zealand

2.73.0(0.2)(8%)

North America

6.73.03.7124%

Europe and Other

54.742.212.530%

Total Revenue

88.568.819.729%

Total travel bookings (m)7.75.91.729%

Online bookings (m)6.44.91.530%

ARPB (travel related revenue only/online bookings)$12.85$12.71$0.141%

Average revenue per completed room night (ARPCRN)€9.63€9.75(€0.12)(1%)

Serko 27

Total spend
•Total spend increased by $8.8m, due to

acquisition related expenditure and GetThere

operating spend

•Despite online booking growth of 30%,

third party direct costs reduced driven by

efficiency initiatives

•Wage inflation was offset by reduced

headcount as organisational efficiency and

effectiveness initiatives were delivered

•The ability to strongly grow total income

while holding total spend in the pre-

acquisition business reflects the strong unit

economics of Serko’s business and the

operating leverage that can be delivered

as we continue to scale

Total Spend

2025

2024changechange

$'m$'m$'m%

Operating Expenses107.689.717.920%

Add back: capitalised development5.011.2(6.2)(55%)

Deduct:depreciation and amortisation(19.9)(17.0)(2.9)17%

Total Spend92.783.98.810%

Percentage of revenue105%122%

Serko 28

23

343

364

347

421

-

100

200

300

400

500

FY23FY24FY25

Total Headcount

71

07

GetThere

Serko Platform Acceleration

Operating expenses
•Lower capitalisation of development has

increased operating expenses from FY24

without increased cash spend

•Third party direct costs reduced due to the

focus on rationalisation of hosting services,

despite increased booking volumes

•Amortisation has increased reflecting

a higher proportion ofintangibles being

amortised over three years rather than

five years

•Transaction related expenses incurred

for the GetThere acquisition were $2.6m.

Implementation expenses to March 2025

were $0.8m

Operating expenses20252024changechange

$'m$'m$'m%

Total remuneration and benefits

59.149.49.7

20%

Percentage of revenue

67%

72%

Third party direct costs

11.412.2(0.8)(7%)

Percentage of revenue

13%

18%

Other operating expenses

17.211.16.155%

Percentage of revenue

19%

16%

Total amortisation and depreciation

19.917.0

2.9

17%

Percentage of revenue

22%

25%

Total Operating Expenses

107.689.717.920%

Percentage of revenue

122%130%

Serko 29

22

$89.7m

$97.0m

$107.6m

$6.2m

$1.1m

$7.1m

$2.6m

$0.8m

$60m

$65m

$7 0m

$7 5m

$80m

$85m

$90m

$95m

$100m

$105m

$11 0m

FY24 Op erat ing...

Lower...

Other...

Pr e -ac qu is tion bu s ine s s

GetThere operating ...

Transaction related...

Im plem entatio n...

FY25 Operating...

Operating Expenses FY25 v FY24

Product and Technology
•Product & Technology (P&T)¹ costs is

a non-GAAP measure representing the

internal and external costs related to

P&T that have been included in operating

expenses or capitalised as computer

software development during the period plus

amortisation of previously capitalised P&T

•Total P&T expenditure has increased due to

GetThere operations

Product & Technology Expenditure

20252024changechange

$'m$'m$'m%

Total Product & Technology spend42.640.71.95%

Percentage of revenue48%59%

Less: capitalised product development costs(5.0)(11.2)6.2(55%)

Percentage of Product Design & Development costs12%27%

Product & Technology (excluding amortisation)37.729.58.228%

Percentage of revenue43%43%

Add: Amortisation of capitalised development costs18.415.33.120%

Total Product & Technology Operating Expense56.144.811.325%

Percentage of revenue63%65%

Serko 30

24

1 Previously named Product Design & Development

Free Cash Flow
•Free Cash Flow excludes movements

between cash and short term investments,

cash flows related to capital raises and

unusual items from a timing perspective

•Pre-acquisition business Free Cash Flow has

improved as Serko continues to achieve

operational leverage on strong revenue

growth

•Pre-acquisition business Free Cash Flow

was $7.4m, a $14.5m improvement

•Free cashflow includes purchases of fixed

assets and multi year licences to support the

acquired business but excludes the

purchase price payments

Free Cash Flow20252024ChangeChange

$'m$'m$'m%

Movement in cash2.3(1.1)3.4305%

Cash movements from short-term deposits

(21.5)

(6.0)(15.5)(258%)

GetThere purchase price payments17.3-

17.3

nm¹

Free Cash Flow(1.9)(7.1)5.2(73%)

Cash, cash equivalents and short-term deposits

at beginning of year

80.687.7(7.1)(8%)

Reported Cash, cash equivalents and

short-term deposits at the end of the year

61.480.6(19.2)(24%)

Free Cash Flow(1.9)(7.1)

5.2

(73%)

Net payments relating to GetThere operations5.6-

5.6

nm¹

Payments relating to transaction related costs2.3-

2.3

nm¹

Payments relating to implementation costs1.4-

1.4

nm¹

Pre-acquisition business Free Cash Flow7.4(7.1)

14.5

(204%)

Serko 31

24

1 nm stands for not meaningful

Definitions
Non-GAAP (generally accepted accounting practices) financial measures do not have standardised meanings prescribed by GAAP

and therefore may not be comparable to similar financial information presented by other entities. Non-GAAP measures are used by

management to monitor the business and are considered useful to provide information to investors to assess business performance.

Reconciliation of non-GAAP financial measures to GAAP measures can be found within the Annual Report and this Investor Presentation.

•Active customers (unmanaged) is a non-GAAP measure comprising the number of companies who have made a booking in the preceding

12-month period.

•ARPB or Average Revenue Per Booking is a non-GAAP measure. Serko uses this as a useful indicator of the revenue value per online

booking. ARPB for travel-related revenue is calculated as travel-related revenue divided by the total number of online bookings.

•AComPCRN or Average Commission per Completed Room Night is a non-GAAP measure and comprises the total unmanaged supplier

commissions from a transaction, prior to the commission sharing arrangements per completed room night for revenue generating hotel

transactions.

•ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and comprises the gross unmanaged supplier

commissions revenue per completed room night for revenue generating hotel transactions – Serko’s share of the AComPCRN.

•Australasia: New Zealand and Australia.

•Cash on hand is a non-GAAP measure comprising cash and short-term investments.

•CRN or Completed room nights is a non-GAAP measure comprising the number of unmanaged hotel room nights which have been booked

and the traveller has completed the stay at the hotel.

•EBITDAFI is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,

Amortisation, Foreign Currency (Gains)/Losses, Fair value measurement and Impairment.

•Free Cash Flow is a non-GAAP measure comprising GAAP cash flows excluding movements between cash and short-term investments,

cash flows related to capital raises andstrategicacquisition payments.

Serko 32

Definitions (continued)
•Headcount is a non-GAAP measure comprising of the number of employees (excluding casual workers and employees on

maternity leave) and contractors employed on the last day of the period.

•Managed customers is a non-GAAP term referring to companies that make online bookings through travel management

companies.

•Online Bookings is a non-GAAP measure comprising the number of travel bookings made using Serko’s Zeno and Serko

Online platforms.

•Operating Expenses is a non-GAAP measure comprising expenses excluding costs relating to taxation, interest, finance

expenses and foreign exchange gains and losses.

•P&T or Production & Technology costs are a non-GAAP measure representing the internal and external costs related to

the design, development and maintenance of Serko’s platforms, including costs within operating expenses and

amortisation. It excludes capitalised development costs.

•Pre-acquisition business is a non-GAAP measure reflecting the Serko business excluding the impacts of acquiring

GetThere, including related transaction and implementation costs.

•Total Spend is a non-GAAP measure comprising of operating expenses and capitalised development costs. It excludes

depreciation and amortisation.

•Total travel bookings include both online and offline bookings. Offline bookings are system automated bookings.

•Unmanaged customers is a non-GAAP term referring companies who make online bookings through Serko’s Booking.com

for Business platform.

Serko 33

---

Annual
Report

2025

This Annual Report is dated 20 May 2025 and is signed on behalf
of the Board of Directors of Serko Limited by Claudia Batten, Chair,

and Darrin Grafton, Chief Executive Officer.

Important notice

Some parts of this report include information regarding Serko’s plans and strategy and

include forward-looking statements about Serko and the environment in which Serko

operates that involve risks and uncertainties. All forward-looking statements are based

on assumptions and subject to uncertainties and contingencies outside Serko’s control.

Actual results and the timing of certain events may differ materially from future results

expressed or implied by the forward-looking statements. Non-GAAP (generally accepted

accounting practice) financial information is used by management to monitor the business

and is included in this report to assist readers to assess business performance. Non-GAAP

financial information does not have a standardised meaning prescribed by GAAP and

therefore may not be comparable to similar financial information presented by other entities.

The non-GAAP financial information included in this release has not been subject to review

by auditors. All amounts are presented in NZ dollars unless stated otherwise.

Darrin Grafton

Chief Executive Officer

Claudia Batten

Chair

Contents
Who we are .............................02

FY25 financial highlights

..................03

From our Chair and CEO

..................05

Our opportunity and focus

.................08

FY25 financial summary

...................12

Our products and revenue model

...........14

ESG Report highlights

.....................16

Our leadership

...........................18

Financial Statements

.....................22

Independent Auditor’s Report

..............56

Corporate Governance Statement

..........60

Remuneration Report

.....................89

Glossary

...............................110

Company Directory

......................112

FY25 financial

highlights

From our Chair

and CEO

FY25 financial

summary

Financial

statements

03

05

12

22

Our guiding
principles

Be a good

human

Win

together

Dare to

simplify

Boldly go

beyond

Serko is a technology company that simplifies

the complex world of business travel.

Our solutions are used by millions of travellers around the world to book and manage

their work trips, and by thousands of organisations to manage their travel programs.

Our purpose

We bring

people together

Our vision

Create a connected,

frictionless travel

experience

Our mission

Build the world’s

leading business

travel platform

Who we are

2

* EBI TDAFI is a non-GAAP measure representing Earnings Before Interest,
Taxation, Depreciation, Amortisation, Impairment, Foreign Exchange gains

/ losses and Fair value remeasurements.

Serko’s total income was up 27% to $90.5 million — continuing its track

record of high growth. The result was driven by continued demand and

growth in Booking.com for Business, with completed room nights and

active customers both increasing 29%. The result also included a solid

performance by Serko’s Australasian business and $4.8 million of

income following the acquisition of GetThere on 7 January 2025.

FY25 financial highlights

Cash flow

Free Cash Flow

$( 1.9m)

$5.2m improvement

Balance Sheet

Post-acquistion

Cash on hand

$61.4m

24% decrease

Profit (Loss)

EBITDAFI

*

gain

$2.8m

$4.3m improvement

Net loss after tax

$(22.0m)

$6.1m increase

Revenue

Total income

$90.5m 27%

Costs

Operating expenses

$ 1 07. 6 m 20%

Total spend

$92.7m 10%

3

FY25 FinanCiaL highLights

4

From the Chair and CEO
Serko delivered a 27% increase in

total income for the year to 31 March

2025 — continuing our track record of

high growth.

This result reflects strategic decisions backed by

committed delivery. With a dual focus on operational

efficiency and growing the top-line, Serko is proving it

can match its ambitions with disciplined execution.

Much of the growth we’re reporting today stems from

the 2019 decision to expand our partnership with

Booking.com. There was no guarantee of success

when we took that step. In 2022 there were 300,000

completed room nights on Booking.com for Business.

This year, there were 3.3 million.

It has been rewarding and challenging but we’ve

never wavered in our belief that it was the right move

for Serko.

In many respects the story is about the business we’ve

become since that big step in 2019. Serko has grown

as an organisation into a more capable, efficient and

data-driven business. This creates more opportunity

and also positions us to capture the upsides of the

expanding, dynamic and changing industry vertical

of business travel.

With business travel forecast to reach $US2 trillion

globally by 2028, the opportunity for a technology

company operating in the sector remains substantial.

Technology is reshaping expectations, economics

and execution. Business travellers now expect

consumer-grade experiences and businesses need

more efficient, interconnected systems. Data and

AI will define the next wave of change.

This is why Serko has set new ambitions in the past

year and why we have chosen to accelerate investment

to achieve them. Our pre-acquisition business is cash

generating — supporting our plans.

Our talented team is behind the results we delivered

in FY25. Whether it’s total income growth, major

partnership renewals, new customers or the strategic

acquisition of Sabre’s GetThere business, our team have

been committed to excellence and innovation. We are

proud of our team’s high levels of engagement (86%)

and high levels of employee advocacy — with 91% of our

people recommending Serko as a great place to work.

Business highlights

Booking.com for Business

• Completed room nights up 29%, from 2.5 million

to 3.3 million.

• Active customers up 29% to 222,000.

• Average revenue per completed room night down

1% to €9.63.

Demand for Booking.com for Business remains strong

and active customers are up 29%. With the team at

Booking.com we have delivered improvements in

activation, onboarding, customer engagement and

repeat use.

Managed travel

• Online bookings up 6% in Australasia, from 3.9 million

to 4.1 million.

• Average revenue per booking $5.73 in Australasia,

up 12%.

In managed travel, we also delivered several product

enhancements for our Zeno partners and customers.

This included drawing on Booking.com for Business

learnings to reduce friction and boost satisfaction

inside the Zeno product.

5

From our Chair and CEo

Investing for additional growth
We announced plans to expand our business in North

America through a long-term partnership with Sabre

and the acquisition of its travel management platform,

GetThere. Expanding in this market is a critical part of

our global ambitions.

We welcomed the GetThere team at the beginning of

the year and we are engaging with GetThere customers

to shape the future of our market offerings.

We also announced plans to accelerate investment in

our product and technology, to support our plans and

remain at the forefront of business travel. This will

allow us to maximise the opportunities available to us

in our chosen markets — and position us to respond to

increasing demands for automation, data and AI tools.

This work will also support our focus on operational

efficiency, with AI and data-led decision-making

helping to accelerate performance and precision.

Accelerating capability

Organisational performance remains front and

centre. This has been a concerted effort by the whole

Company — to be clear on our goals and plans and

to uplift our capability. This includes attracting and

retaining the best in the business, setting ambitious

and measurable goals and being honest about when

we don’t meet our targets.

We are delighted to have welcomed senior leaders with

data, AI and e-commerce experience to join us from

leading global consumer technology businesses.

Data and AI are embedded in how we work at Serko.

With 99% of our people having completed initial

training in AI in the past year, we are excited about the

possibilities as we leverage cutting-edge technology

and drive growth and operational efficiency.

Financials

• We’ve delivered higher total income growth alongside

disciplined cost management. Our ratio of total spend

against total income improved from 118% to 102%.

• We delivered positive EBITDAFI of $2.8 million for the

year, a $4.3 million improvement, reflecting higher

total income and our continued cost management.

• Our net loss after tax was $22 million, a decrease of

$6.1 million, reflecting one-off costs and a non-cash

accounting impairment relating to the acquisition

of GetThere.

• Free Cash Flow showed a $5.2 million improvement,

narrowing the net outflow to $1.9 million.

• We remain well capitalised with $61.4 million in cash

and no debt.

Outlook

Overall demand for business travel remains strong,

and Serko’s year-to-date performance is in line with

our expectations.

For FY26, total income is expected to be

$115 – $123m, underpinned by the trajectory

in Booking.com for Business.

We are confident in the long term opportunity in

North America, with revenue contribution remaining

modest in FY26.

6

Darrin Grafton
CEO & Co-founder

Claudia Batten

Chair

Board succession

Our Board composition has evolved over time

through thoughtful succession. In recent years,

we’ve welcomed two exceptional independent

directors: Jan Dawson (2021) and Dr Sean

Gourley (2024).

Jan brings deep experience in governance,

following a successful accounting career,

including as partner, CEO and Chair of KPMG

New Zealand. She chairs Serko’s Audit, Risk and

Sustainability Committee and is also Chair of

Port of Auckland Limited and a director of ACC.

Jan was named chairperson of the year at the

2024 Deloitte Top 200 awards.

Sean is a technology entrepreneur and global

expert in data and AI. He has founded and

scaled two Silicon Valley companies, worked

as a research scientist at NASA and served on

the board of US-based Fortune 500 company

Anadarko Petroleum until its acquisition in 2019.

Sean has been a champion of Serko’s AI focus

and a champion of data decisioning across

the business.

Clyde McConaghy, who joined Serko’s Board

as a non-executive independent director at the

time of our NZX listing in 2014, has confirmed

he will not be standing for re-election at the

2025 Annual Shareholders Meeting. Clyde has

made a lasting contribution to Serko and has

brought a valuable perspective as the Company

grew from a local start-up into a fast-growing

international technology company. On behalf of

the Board, I sincerely thank him for his service.

I will personally miss having his insights and

perspective around the board table.

Following the Annual Shareholders Meeting,

Sean will become the Chair of the People,

Remuneration and Culture Committee. As part of

ongoing succession planning, the Board intends

to appoint a new independent director. I look

forward to keeping you updated.

Claudia Batten

For FY26, Serko expects total spend in the range of

$127m – $133m.

Risks to Serko achieving its FY26 goals include macro

economic and geopolitical factors, and currency and

ARPCRN movements.

Thank you

We love what we do and we couldn’t do it without

our partners, customers and shareholders. We bring

ambition and focus to everything we do, so we can

deliver outstanding products and performance.

We greatly appreciate the support and engagement

of all of you, our shareholders.

But, most of all, we couldn’t do any of this without

our incredible team. Thank you for leaning into our

AI journey, for your tireless pursuit of excellence

and for caring so deeply about what we do — and

why we do it. We win together.

7

From our Chair and CEo

Our opportunity and focus
Organisational performance

We’ve invested in our people

Serko’s strategic focus areasGrowth drivers

GBTA 2024 Business Travel Index Outlook.

Includes in-destination spend.

gl obal business travel forecast to rise from

usd $1.5 trillion to usd $2.0 trillion by 2028.

da ta and

intelligence

Consumer-grade

expectations

Business

efficiency

Content

choice

Booking.com for Business growth

no rth american expansion

se rko platform evolution

re inforce australasian position

Annual employee survey, November 2024.

Comparisons with December 2023 annual employee survey.

86% 8pts

ov erall employee

engagement

89% 5pts

Proud to work

at serko

91% 10pts

Would recommend serko

as a great place to work

We’re attracting

global talent from

leading consumer

technology

businesses

We welcomed senior

leaders with data,

AI and e-commerce

expertise from Airbnb,

Booking.com and

Uber for Business.

Data and AI

are at the

centre of

how we work

79% of our people say

they’re equipped to

succeed with data –

up 13 points on 2023.

99% of our people have

completed initial AI

learning pathways.

• 23 Australia

• 85 China

• 51 India

• 217 NZ

• 02 UK

• 43 US

421

people

globally

8

Booking.com for Business reflects
the quality of innovation and focus of

the teams at serko and Booking.com

over many years. We are delighted that

our partnership with serko has renewed

and are looking forward to the

opportunities ahead.

Joshua Wood

Booking.com director

of Business travel

Launched by Booking.com in 2015 and

powered by Serko’s Zeno since 2019,

Booking.com for Business has grown

to over 222,000 active customers in

more than 180 countries.

In April 2024, Booking.com and Serko renewed

their partnership for an additional five years and

both are committed to continuing to scale and

grow the platform globally.

Together, we continue to evolve the offering with

enhanced capabilities — over the past 12 months

we’ve released a new dashboard, streamlined the

new user experience and introduced an improved

checkout experience.

We have also deepened our commitment to helping

businesses go further, faster by launching a partnership

marketplace of special offers on related travel products

and services.

These continual enhancements help businesses save

time, reduce costs and gain greater control — reflecting

our customer-driven evolution and ensuring we remain

the go-to business travel solution for small and medium

enterprises worldwide.

FY25 • Booking.com for Business

Demand and innovation driving growth

Activation and

onboarding

• New user dashboard

• New user signup /

onboarding flow

• Automated welcome

/ ‘Let’s get started’

checklist

Engagement and

repeat use

• Reduced login /

authentification

friction

• Use of AI to drive

improved search

results (in testing)

Conversion

• Purchase funnel

improvements (flights

and accommodation)

• Checkout and payment

improvements

• Continued

optimisation of

booking conversion

3.3mcompleted room nights

222kactive customers

500+product experiments

Examples of

Booking.com

for Business

enhancements

delivered

9

our oPPortunitY and FoCus

Serko is the market leader in the
Australia and New Zealand managed

business travel market.

We work with leading travel management companies to

support online trip booking and management for some

of Australasia’s largest organisations.

We are committed to continuing to deliver the best

solutions to our partners. During FY25 we have

delivered improvements that help travellers start online

and stay online, reducing the need for agent support for

international bookings and itinerary changes.

Examples of Zeno enhancements delivered

User

experience

Applying Booking.com

for Business learnings

to reduce friction and

boost satisfaction.

Personalised

airline offers

Provides added value to

corporations, bookers

and TMCs using Zeno

by accessing a range

of airline offers via a

Sabre NDC integration.

Real-time

changes

Seamless experience

for travellers

making changes

online — removing

manual steps for

partners.

Travel

recommendations

Leverage previous

trip information and

location data to deliver

more tailored hotel and

transport options.

FY25 • Managed travel

Reinforcing our Australasian leadership

Australasian online bookings

3.4m

3.9m

4.1m

FY23FY24FY25

10

Managed travel • Partner profile
Flight Centre Travel Group

FCtg and serko are committed to solving

business travel pain points with innovative

technology. With the extension of our

unique partnership and saVi offering,

we’re excited to continue working with the

se rko team to enhance the user experience

for FCm, Corporate traveller and

st age&screen customers.

Melissa Elf

Chief operating officer, FCm

Flight Centre Travel Group (FCTG) is one

of the world’s leading corporate travel

management companies, providing tailored

solutions to businesses of all sizes.

FCTG and Serko have been in partnership since 2016

with 4,000+ customers across Australia and New

Zealand leveraging Serko’s technology to book and

manage their corporate travel.

With a strong focus on innovation and technology,

FCTG combines personalised service with cutting-edge

technology to streamline travel planning and enhance

the traveller experience. Their proprietary tools and

global network ensure clients receive 24/7 support,

real-time insights and cost-effective travel options.

• FCTG leverages Serko’s technology to power Savi,

its intuitive online booking tool.

• Key innovations include Savi Select (recommending

tailored itineraries) and Savi Credits (tracking unused

travel credits).

11

our oPPortunitY and FoCus

FY25
Financial summary

Total income

• Total income was up 27% to $90.5 million — driven by continued demand and growth in Booking.com for Business.

• The result also included a solid performance by Serko’s Australian business and $4.8 million of income from the

acquisition of GetThere on 7 January 2025.

Total online bookings

4.1m

4.9m

6.4m

0.9m

5.5m

FY23FY24FY25

Total income ($m)

FY23FY24FY25

48.0m

71.2m

90.5m

4.8m

85.7m

Pre-acquisition business GetThere Pre-acquisition business GetThere

FY25

% change

v FY24FY25

% change

v FY24

Year ended 31 March$m%$m%

Total income90.527%85.720%

Total operating expenses107.620%97.08%

Total spend92.710%83.0(1%)

EBTIDAFI gain / (loss)2.8(281%)7.7nm

1

Net gain / (loss) after tax(22.0)38%(10.9)(31%)

Free Cash Flow(1.9)(73%)7.4(204%)

Pre-aquisition business

Growth underpinned by cost discipline

• Positive EBITDAFI of $2.8 million, a $4.3 million improvement. This reflected higher total income growth

and continued cost management. The ratio of total spend to total income improved from 118% to 102%.

• Net loss after tax was $22 million, a decrease of $6.1 million, reflecting one-off costs and an impairment

relating to the acquisition of GetThere.

• Free Cash Flow showed a $5.2 million improvement, narrowing the outflow to $1.9 million.

• Our pre-acquisition business generated positive Free Cash Flow for FY25 of $7.4 million,

an improvement of $14.5 million.

12

Net (loss) after tax / EBITDAFI
1

reconciliation

Year ended 31 March20252024changechange

$m$m$m%


Net (loss) after tax(22.0)(15.9)(6.1)38%

Deduct: net finance (income) / expense (3.3)(3.9)0.6(16%)

Add back: income tax1.40.21.2605%

Add back: depreciation and amortisation 19.917.02.917%

Add back: asset impairment and disposals5.40.15.3nm

2

Add back: net exchange (gains) / losses1.41.10.327%

EBITDAFI

1

(loss)2.8(1.5)4.3(281%)

Percentage of revenue3%(2%)

Long-term revenue trends

Travel platform

Expense platform

1. EBI TDAFI is a non-GAAP measure representing Earnings Before the

deduction of costs relating to Interest, Taxation, Depreciation, Amortisation,

Foreign Currency (Gains) / Losses and Fair value measurement.

2. nm stands for not meaningful.

Investor presentation available at

serko.com/investors

FY14FY15FY17FY18FY19FY20FY21FY22FY23FY24FY25

$0m

$10m

$20m

$30m

$40m

$50m

$60m

$70m

$80m

FY16

Covid-19

impact

Supplier commissions and other

Services

13

FY25 FinanCiaL summarY

Our products
For small to medium size businesses

Booking.com for Business

Booking.com for Business, powered by Serko, is the free,

all-in-one business travel platform designed for small

to medium size businesses. Company users can book

and manage complete trips for themselves or their teams,

including accommodation, flights and rental cars —

with no fees or ongoing subscription costs.

For enterprise companies

GetThere

GetThere uniquely enables corporations to deliver an

unbeatable online booking experience, control costs and drive

compliance globally. Whether you’ve got hundreds of travellers

in one country or tens of thousands of travellers across the

globe, GetThere offers travel management with flexibility,

scalability, choice and ease.

For larger companies

Zeno

Zeno’s integrated corporate travel and expense management

platforms help travellers book and manage complete trips,

and look after expenses, through an easy-to-use interface with

intelligent workflows. Zeno is sold and supported through our

international network of travel management company partners.

14

Business travellers managed
by a tmC make a booking

via serko platforms

Booking and other fees

Serko provides technology platforms, including Zeno and GetThere, that are used by Enterprise customers,

Travel Management Companies (TMCs) and Booking.com to provide a seamless process of booking and

managing travel for the world’s business travellers. The Zeno platform also offers travel and entertainment

expense management services for simple financial control.

Our revenue model

Business traveller

submits receipts using

se rko platforms

mo nthly user fee

Business traveller books

a hotel, car or taxi via a

connected aggregator on

se rko platforms

su pplier commissions

1 Serko does not earn any supplier commission on Sabre / CWT bookings (currently low volume).

2 The basis of charging can vary depending on the contractual terms with the customer, which may specify time and materials, capped or fixed pricing.

Supplier commissions

revenue

Travel platform

booking revenue

Expense platform

booking revenue

Services and other

revenue and income

Business travellers

book a hotel, flight, car

or taxi via Booking.com

for Business platform.

Booking.com receives

commissions from

suppliers, primarily

hotels. Serko receives

a component of these

commissions where

revenue is recognised at

the time the relevant stay

is completed, as bookings

that are cancelled do not

result in revenue.

1


Serko also earns

commission income on

a portion of bookings

sourced from aggregators

outside the GDS. Serko

is paid directly from

the suppliers of these

services and it is included

in supplier commissions.

Business travellers make

a booking via Zeno or

GetThere and Serko

receives revenue from

the TMC managing the

business traveller.

Travel platform revenue

is made up of transaction

fees, ancillary service

fees and contracted

minimum payments

(where applicable) and

is stated net of volume-

related rebates and

discounts.

Travel platform revenue

is generally recognised

at the time a booking is

made.

The Zeno Expense

management platforms

allow registered users

of corporate customers

to process travel

and expense claims

for accounting and

reimbursement.

Expense platform

revenues are derived

from a combination of

fees for active users,

registered users and

reports processed.

Services revenue is

derived from customised

software development

undertaken on behalf of

the TMCs, and installation

services. It also includes

the fees charged to

develop connections

to third party systems

wanting to integrate

with Serko’s platforms.

2

Other revenue includes

income from Serko

mobile licence fees and

other miscellaneous

revenues.

Serko also receives

research and

development tax

incentives (RDTI).

15

our ProduCts and rEVEnuE modEL

Serko’s 2025 ESG Report available
now at serko.com/investors

Environment

As a technology company, Serko operates primarily

in an online, office-based environment. While our direct

environmental footprint is relatively small — stemming

mainly from third-party data centres, office energy

use, employee travel and typical technology business

consumables — we are committed to continually

improving our efficiency and minimising our

environmental impact.

As we grow and connect increasing

numbers of business travellers, we are

committed to doing what is right for our

business, people, customers, investors

and communities. We believe strong ESG

practices give Serko its social licence

to operate, as well as creating long-term

value for our business.

Our 2025 ESG Report and Climate-related

Disclosures provides Serko’s stakeholders

with a view of our ESG performance

and activities for FY25.

FY25 progress and highlights

• Emissions intensity improvement of 56% against

the FY23 baseline

• 36% reduction in emissions from hosting

v FY23 baseline

• New enhanced Mission Zero tools launched to help

customers make sustainable travel choices

• Serko’s Mission Zero sustainability module wins

2025 B2B Travel Innovation of the Year at the

Travel Tech Breakthrough Awards

Our key areas of focus

In FY24 we undertook a materiality assessment,

assisted by external advisers. This assessment

enabled us to understand and prioritise the

environment, social, governance and commercial

areas that matter most to our stakeholders and our

business. It has provided a strong foundation for our

strategy and through FY25 enabled us to prioritise

our efforts and allocate resources to the right areas.

Sustainability

at Serko

16

Governance
A key focus for the Board is to oversee and support

the delivery of Serko’s strategy, which this year included

the renewal of the Booking.com partnership and our

North American expansion.

Our governance focus in FY25 included succession

planning and investment in global talent development,

remuneration structures and levels, refinement of

risk management practices, investment in core cyber

security programmes and AI and data-governance

framework development.

Social

At Serko, we are focused on empowering our people,

communities, customers and partners. We continuously

evolve and enhance our business practices to align with

Serko’s long-term success.

FY25 progress and highlights

• Growth strategy oversight, including

five-year Booking.com partnership renewal

and North American expansion

• Strengthened executive and leadership capability

to support accelerated growth

• Global remuneration strategy enhanced to attract

and retain top talent

• Improved cyber security posture to achieve PCIDSS

4.0 certification on 19 March 2025 and obtained

SOC2 (type II) certification on 9 April 2025

• New governance frameworks developed to ensure

responsible and ethical use of AI and data

• Serko Investor Day held in December 2024 with

valuable investor engagement

FY25 progress and highlights

• Overall employee engagement 86% favourable (+8pts)

• Global workforce expansion in India and the US,

through the acquisition of GetThere (Sabre)

• Ongoing investment in inclusion and diversity drives

improved engagement scores, including female

engagement up 8pts

• 975 hours contributed through Day of Community

and NZD $26,000 in contributions through community

investment programme

• 99% of employees completed Al learning pathways,

driving company-wide uplift in AI capability

17

su stainaBiLitY at sErko

Chair
Claudia Batten

Our Board of Directors

ap pointed

30 April 2014

Re-elected June 2023

Experience and qualifications

Claudia is an accomplished technology industry leader, with over 20 years’ experience in

the US, where she co-founded two successful digital ventures: Massive Incorporated, the

pioneering gaming ad network acquired by Microsoft, and Victors & Spoils, the world’s

first crowdsourced technology-led creative agency, acquired by Havas SA. She has driven

innovation at the intersection of technology, media and advertising and is a mentor

and adviser to startups and emerging businesses globally. Claudia is a director of

Air New Zealand and Vista Group International and Deputy Chair of Michael Hill

International. She has an LLB (Hons) and a BCA from Victoria University of Wellington.

re sponsibilities

• Chair, Non-executive and independent director

• Member of Audit, Risk and Sustainability Committee

• Member of People, Remuneration and Culture Committee

Jan Dawson

Sean Gourley

ap pointed

18 August 2021

Elected August 2022

ap pointed

1 February 2024

Elected July 2024

Experience and qualifications

Jan is Chair of Port of Auckland and a director of ACC. She was previously Chair of

Westpac New Zealand, Deputy Chair for Air New Zealand and a director of Beca, AIG NZ and

Meridian Energy and a member of the University of Auckland Council. She was a partner

of KPMG for 30 years and the Chair and Chief Executive of KPMG New Zealand from 2006

until 2011. She holds a Bachelor of Commerce from the University of Auckland and is a

fellow of the New Zealand Institute of Chartered Accountants and a fellow of the Institute

of Directors in New Zealand. In 2024 she was named Chairperson of the Year at the Deloitte

Top 200 Awards.

re sponsibilities

• Non-executive and independent director

• Chair, Audit, Risk and Sustainability Committee

• Member of People, Remuneration and Culture Committee

Experience and qualifications

Sean has established and grown two ground-breaking Silicon Valley technology companies:

as CEO of Primer, an AI and machine-learning company from 2015 to 2023, and as CTO at

Quid, an AI-powered visualisation company. In his early career, he was a NASA research

scientist and research fellow at the University of Oxford. He was on the board of Anadarko

Petroleum, a Fortune 500 energy company, from 2015 until its acquisition in 2019. Sean has

a Master of Science in physics from the University of Canterbury (NZ) and a PhD in physics

from the University of Oxford, where he was a Rhodes Scholar.

re sponsibilities

• Non-executive and independent director

• Member, Audit, Risk and Sustainability Committee

Chair of People, Remuneration and Culture Committee from 26 June 2025

(following Serko’s 2025 Annual Shareholders Meeting)

18

Darrin Grafton
Clyde McConaghy

Bob Shaw

ap pointed

5 April 2007

Re-elected August 2022

ap pointed

30 April 2014

Re-elected August 2022

ap pointed

5 April 2007

Re-elected July 2024

Experience and qualifications

Darrin is a co-founder of Serko and has more than 30 years’ experience in travel

technology. He is a recognised industry innovator and in 2024 was named as one of

the top 25 most influential executives in the travel industry by the BTN Group for the

second time. Darrin has held directorships and senior management positions across a

number of private and public companies, including the Gullivers Travel Group. In 2021

Darrin was awarded the INFINZ Leadership Award and has previously been awarded the

NZX Hi-Tech Entrepreneur Award. He is a member of the Institute of IT Professionals

NZ and the Institute of Directors in New Zealand.

re sponsibilities

• Executive director

• Chief Executive Officer

Experience and qualifications

Clyde has worked in the technology, media, automotive and online sectors, living in the UK,

Germany, China and Australia. He is the founder of Optima Boards, providing independent

director and advisory services to public, private, family office and charitable entities around

the world. He is a director and Chair of Investment Committee of Neuroscience Research

Australia. He has an MBA from Cranfield University (UK) and is a fellow of the Australian

Institute of Company Directors.

re sponsibilities

• Non-executive and independent director

• Chair, People, Remuneration and Culture Committee

• Member, Audit, Risk and Sustainability Committee

* Will not seek re-election at 2025 Annual Shareholders Meeting

Experience and qualifications

Bob is a co-founder of Serko and has been involved in transforming the travel industry

since 1987. He has held a number of directorships and senior management positions in

various high-profile ventures, including Gullivers Travel Group and Interactive Technologies.

Bob has been a past finalist for the EY Entrepreneur of the Year Award. He is a member

of the Institute of IT Professionals NZ, the Institute of Directors in New Zealand and

the Australian Institute of Company Directors.

re sponsibilities

• Executive director

• Chief Strategy Officer

19

our LEadErshiP

Our Executive Team
Darrin Grafton

Chief Executive Officer, Executive Director and Co-founder

Darrin is a co-founder of Serko and has more than 30 years’ experience in

travel technology. He is a recognised industry innovator and in 2024 was named

as one of the top 25 most influential executives in the travel industry by the BTN

Group for the second time. Darrin has held directorships and senior management

positions across a number of private and public companies, including the

Gullivers Travel Group. In 2021 Darrin was awarded the INFINZ Leadership

Award and has previously been awarded the NZX Hi-Tech Entrepreneur Award.

He is a member of the Institute of IT Professionals NZ and the Institute of

Directors in New Zealand.

Liz Fraser

Chief Revenue Officer

Liz joined Serko in 2024 having previously held a range of commercial and

customer leadership roles in New Zealand and internationally. This includes

senior roles at Air New Zealand such as Regional General Manager of the

Americas based in Los Angeles and General Manager Customer. Before joining

the airline, Liz worked in the media industry at TVNZ, MSN and MediaWorks.

Liz is also the Chair of Crescendo Trust of Aotearoa.

Matthew Gerrie

Chief Operating Officer

Matthew joined Serko in 2025 from Booking Holdings where he was Director

of Strategy, Analytics in Global Strategy & Business Development. Previously

he had more than 11 years at Booking.com where he held senior roles,

including Vice President of Customer Insights and Senior Director of Marketing

Science & Communication. As COO, he will play a key role in scaling Serko’s

global operations, optimising performance across international markets

and overseeing product strategy and delivery.

20

Shane Sampson
Chief Financial Officer

Shane joined Serko in 2021 with over 30 years’ experience in finance

and commercial leadership roles at Vector, Spark and Pulse Energy and

most recently as the CFO of PushPay. Shane is a member of Chartered

Accountants Australia & New Zealand.

Rachael Satherley

Chief People Officer

Rachael joined Serko in 2021 and has 20 years of global HR experience in

Europe, North America and Asia Pacific, including more than 15 years with travel

technology company Expedia Group. She has particular experience in unlocking

individual, team and organisational potential through transformation.

Bob Shaw

Chief Strategy Officer, Executive Director and Co-founder

Bob is a co-founder of Serko and has been involved in transforming the

travel industry since 1987. He has held a number of directorships and senior

management positions in various high-profile ventures, including Gullivers

Travel Group and Interactive Technologies. Bob has been a past finalist

for the EY Entrepreneur of the Year Award. He is a member of the Institute

of IT Professionals NZ, the Institute of Directors in New Zealand and the

Australian Institute of Company Directors.

Simon Young

Chief Technology Officer

Simon has more than 20 years’ experience in local and global technology

companies. He joined Serko as the Vice President of Engineering in 2023

and was appointed Chief Technology Officer in 2024. He has held a number

of executive leadership roles, including as Chief Product and Technology

Officer at Trade Me and VP of Engineering at Halter.

21

our LEadErshiP

Financial
Statements

For the year ended 31 March 2025

Consolidated statement of comprehensive income24

Consolidated statement of changes in equity25

Consolidated statement of financial position26

Consolidated statement of cash flows27

Notes to the Financial Statements28

Independent Auditor’s Report56

22

The directors of Serko Limited are pleased to present the financial statements
for Serko Limited and its subsidiaries (the Group) for the year ended 31 March 2025

to shareholders.

The directors are responsible for presenting financial statements in accordance with

New Zealand law and generally accepted accounting practice, which fairly present the

financial position of the Group as at 31 March 2025 and the results of its operations

and cash flows for the year ended on that date.

The directors consider the financial statements of the Group have been prepared using

accounting policies that have been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial reporting and accounting

standards have been followed.

The directors believe that proper accounting records have been kept that enable,

with reasonable accuracy, the determination of the financial position of the Group

and facilitate compliance of the financial statements with the Companies Act 1993,

NZX Listing Rules, Financial Reporting Act 2013 and the Financial Markets Conduct

Act 2013.

The directors consider they have taken adequate steps to safeguard the assets

of the Group and to prevent and detect fraud and other irregularities. Internal control

procedures are also considered to be sufficient to provide a reasonable assurance

as to the integrity and reliability of the financial statements.

The financial statements are signed on behalf of the Board of Directors

on 20 May 2025 by:

Jan Dawson

Chair of Audit, Risk and Sustainability Committee

Claudia Batten

Chair

23

FinanCiaL statEmEnts

Consolidated statement of comprehensive income
For the year ended 31 March 2025

The accompanying notes form part of these financial statements.

Notes31 Mar 202531 Mar 2024

$ (000)$ (000)


Revenue488,48268,761

Other income41,9792,424

Total income 90,46171,185


Remuneration and benefits (59,143)(49,417)

Other operating expenses (28,568)(23,286)

Amortisation and depreciation (19,907)(16,973)

Expenses from ordinary activities5(107,618)(89,676)


Loss before finance items, asset impairments and disposals (17,157)(18,491)


Foreign exchange gains / (losses) – net (65)(664)

Forward exchange contract gains / (losses)(1,348)(420)

Asset impairments and disposals5(5,354)(59)

Finance income53,4704,167

Finance expenses5(148)(219)

Loss before income tax (20,602)(15,686)

Income tax expense6(1,360)(193)

Net loss (21,962)(15,879)


Movement in foreign currency translation reserve 656627

Total comprehensive loss for the period (21,306)(15,252)


Earnings per share

Basic and diluted earnings / (loss) per share (dollars)16(0.18)(0.13)

2424

Consolidated statement of changes in equity
For the year ended 31 March 2025

The accompanying notes form part of these financial statements.

* Items in other comprehensive income / (loss) may be reclassified to the income statement and are shown net of tax.

 Notes

Share

capital

Share-based

payment

reserve

Foreign

currency

translation

reserve

Accumulated

lossesTotal

  

$ (000)$ (000)$ (000)$ (000)$ (000)

        

Balance as at 1 April 2024 244,5469,092(49)(137,863)115,726

Net loss for the year ---(21,962)(21,962)

Other comprehensive income / (loss)* --656-656

Total comprehensive loss for the year --656(21,962)(21,306)

  

Transactions with owners 

Equity-settled share-based payments 5,127390-15,518

Balance as at 31 March 202515249,6739,482607(159,824)99,938

       

Balance as at 1 April 2023237,97610,637(676)(122,007)125,930

Net loss for the year---(15,879)(15,879)

Other comprehensive income / (loss)*--627-627

Total comprehensive loss for the year--627(15,879)(15,252)

       

Transactions with owners      

Equity-settled share-based payments 6,570(1,545) - 23 5,048

Balance as at 31 March 202415244,5469,092(49)(137,863)115,726

25

FinanCiaL statEmEnts

25

FinanCiaL statEmEnts

Jan Dawson
Chair of Audit, Risk and Sustainability Committee

Claudia Batten

Chair

Consolidated statement of financial position

As at 31 March 2025

For and on behalf of the Board of Directors, who authorise these financial statements for issue on 20 May 2025

The accompanying notes form part of these financial statements.

 Notes31 Mar 202531 Mar 2024

  $ (000)$ (000)

  

Current assets 

Cash at bank 716,40414,139

Short-term deposits745,00066,500

Trade and other receivables828,39214,637

Derivative financial instruments9194145

Total current assets89,99095,421

 

Non-current assets

Property, plant and equipment103,4822,500

Intangible assets 1130,69231,099

Deferred tax asset63291,120

Other non-current assets1,847-

Total non-current assets36,35034,719

 

Total assets126,340130,140

 

Current liabilities

Trade and other payables1218,3389,734

Deferred income141,9051,489

Lease liabilities139221,035

Derivative financial instruments92,565421

Income tax payable369655

Total current liabilities24,09913,334

 

Non-current liabilities

Deferred income14-132

Lease liabilities131,131948

Deferred tax liability61,172-

Total non-current liabilities2,3031,080

 

Total liabilities26,40214,414

 

Equity

Share capital15249,673244,546

Share-based payment reserve159,4829,092

Foreign currency translation reserve607(49)

Accumulated losses(159,824)(137,863)

Total equity99,938115,726

  

Total equity and liabilities126,340130,140

26

Consolidated statement of cash flows
For the year ended 31 March 2025

The accompanying notes form part of these financial statements.

 Notes31 Mar 202531 Mar 2024

 $ (000)$ (000)

 

Cash flows from operating activities

Receipts from customers83,142 69,101

Interest received3,706 4,339

Receipts from government grants231 1,663

Taxation paid (858)(391)

Payments to suppliers and employees (84,080)(70,946)

Interest payments on lease liabilities (100)(169)

Net GST refunded2,781 2,298

Net cash flows (used in) / from operating activities20 4,822 5,895

Cash flows from investing activities

Purchase of property, plant and equipment (1,236)(232)

Capitalised development costs and other intangible assets (4,982)(11,193)

Business combinations (17,322)-

Investment in term deposits (101,000)(85,000)

Proceeds from matured term deposits122,500 91,000

Net cash flows (used in) / from investing activities (2,040)(5,425)

Cash flows from financing activities

Payment of lease liabilities (1,159)(1,163)

Net cash flows (used in) / from financing activities (1,159)(1,163)

Net decrease in total cash1,623 (693)

Net foreign exchange difference642 (412)

Cash and cash equivalents at beginning of period14,139 15,244

Cash and cash equivalents at the end of the period16,404 14,139

Cash and cash equivalents comprises the following:

Cash at bank and on hand716,404 14,139

16,404 14,139

27

FinanCiaL statEmEnts

Notes to the Financial Statements
For the year ended 31 March 2025

1. Corporate information

The financial statements of Serko Limited (Company

or Serko) and subsidiaries (Group) were authorised for

issue in accordance with a Board resolution.

The Company is a limited liability company domiciled

and incorporated in New Zealand under the Companies

Act 1993 and is listed on the New Zealand Stock

Exchange (NZX) and the Australian Securities Exchange

(ASX) as an ASX Foreign Exempt Listing. The Company

is a for-profit entity and is required to be treated as

an FMC reporting entity under the Financial Markets

Conduct Act 2013.

Its registered office is at Unit 14d, 125 The Strand,

Parnell, Auckland, New Zealand.

The Group provides online business travel booking

software solutions and is headquartered in Auckland,

New Zealand.

2. Basis of accounting

The material accounting policies applied in the

preparation of these consolidated financial statements

are set out in the respective notes and in this note.

These policies have been consistently applied to

all the years presented, unless otherwise stated.

a. Basis of preparation

The financial statements have been prepared in

accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP) and the

requirements of the Financial Markets Conduct Act

2013. The financial statements comply with New

Zealand equivalents to IFRS Accounting Standards

(NZ IFRS) and IFRS Accounting Standards (IFRS),

as appropriate for profit-oriented entities with public

accountability. Other than where described below, or in

the notes, the consolidated financial statements have

been prepared using the historical cost convention.

The financial statements are presented in New Zealand

dollars (NZD) and all values are rounded to the nearest

thousand dollars unless stated otherwise.

b. Going concern

The Board has considered the ability of the Group to

continue to operate as a going concern for at least the

next 12 months from the date the financial statements

are authorised for issue. It is the conclusion of the

Board that the Group will continue to operate as

a going concern and the consolidated financial

statements have been prepared on that basis.

In reaching their conclusion the Board has considered

the following factors:

• cash reserves (Cash at bank and Short-term deposits)

at 31 March 2025 of $61.4 million provides

a sufficient level of headroom to support the

business for at least the next 12 months; and

• average monthly cash burn for the year was

$1.6 million, this included the one-off acquisition

outflow for GetThere of NZD $17.3 million.

c. Basis of consolidation

The Group’s consolidated financial statements

incorporate the financial statements of the Company

and entities controlled by the Company. Control is

achieved when the Company:

• has power over the investee;

• is exposed, or has the rights, to variable returns

from its involvement with the investee; and

• has the ability to use its power to affect its returns.

Subsidiaries are consolidated from the date the

Company obtains control. They are de-consolidated

from the date that control is lost. The acquisition

method of accounting is used to account for the

acquisition of subsidiaries by the Group. The

consideration transferred for an acquisition is measured

as the fair value of the assets transferred by the Group,

equity instruments issued, and liabilities incurred or

assumed, by the Group at the date of exchange.

Costs directly attributable to the acquisition are

recognised in the income statement. At the acquisition

date the identifiable assets acquired, and the liabilities

assumed, are recognised at their fair value.

28

A change in the ownership interest of a subsidiary,
without a cease of control, is accounted for as an

equity transaction. If the Group ceases control over

a subsidiary, it:

• derecognises the assets (including goodwill) and

liabilities of the subsidiary;

• derecognises the carrying amount of any

non-controlling interests;

• derecognises the cumulative translation difference

recorded in equity;

• recognises the fair value of the consideration

received;

• recognises the fair value of any investment retained;

• recognises any surplus or deficit in profit or loss; and

• reclassifies the parent’s share of components

previously recognised in other comprehensive income

to profit or loss or retained earnings, as appropriate,

as would be required if the Group had directly

disposed of the related assets or liabilities.

Intra-Group transactions, balances and unrealised gains

and losses on transactions between Group companies

are eliminated. Accounting policies of subsidiaries are

consistent with the policies adopted by the Group.

d. Foreign currency translation

i. Functional and presentation currency

Items included in these consolidated financial

statements of each of the Group’s entities are

measured using the currency of the primary economic

environment in which the entity operates (functional

currency). These financial statements are presented in

New Zealand dollars, which is the Group’s presentation

currency and the Parent’s functional currency.

Key factors supporting the determination that

New Zealand dollars are the Company’s functional

currency are:

• Serko is NZX listed and has raised capital in

New Zealand dollars;

• Serko generates revenue in multiple currencies; and

• New Zealand dollars are the primary currency for

labour, operating costs and capital expenditure.

ii. Transactions and balances

Transactions in foreign currencies are initially recorded

in the functional currency by applying the exchange

rates ruling at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies

are retranslated at the rate of exchange ruling at

balance date.

Non-monetary items measured in terms of historical

cost in a foreign currency are translated using the

exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a

foreign currency are translated using the exchange

rates at the date when the fair value was determined.

Foreign exchange gains and losses resulting from

the settlement of such transactions, and from the

translation at year end of exchange rates for monetary

assets and liabilities denominated in foreign currencies,

are recognised in the profit and loss.

iii. Foreign currency translation reserve

(FCTR)

Serko translates the results of its foreign operations

from their functional currencies to the presentation

currency using the closing exchange rate at balance

date for assets and liabilities and the average monthly

exchange rates for income and expenses. The

difference arising from the translation of the statement

of financial position at the closing rates and the

statement of comprehensive income at the average

rates is recognised in other comprehensive income and

accumulated within the foreign currency translation

reserve within the statement of changes in equity.

e. Sales tax

The Consolidated statement of comprehensive income

and the Consolidated statement of cash flows have

been prepared so that all components are stated

exclusive of sales tax, except where sales tax is not

29

notEs to FinanCiaL statEmEnts

recoverable. All items in the Consolidated statement
of financial position are stated net of sales tax except

for trade receivables and trade payables, which include

sales tax payable / receivable. Sales tax includes Goods

and Services Tax.

f. Application of new and revised standards,

amendments and interpretations

NZ IFRS 18: Presentation and Disclosure in Financial

Statements was issued in May 2024 as replacement

for NZ IAS 1: Presentation of Financial Statements.

The standard introduces a new requirement to classify

the components of the income statement into five

defined categories — operating, investing, financing,

income taxes, and discontinued operations — along with

two mandatory sub-totals — operating profit, and profit

before finance and income taxes.

Along with the above classification changes, the

standard also provides enhanced guidance on how to

organise information and whether to provide it in the

primary financial statements or the notes.

This standard will be effective for the Group’s reporting

period beginning 1 April 2027 and it is expected that

there will be changes to the layout and disclosures in

the Consolidated statement of comprehensive income.

Other amendments to existing standards that are not

yet effective are not expected to have a material impact

on the Group.

g. Comparatives

Certain comparative amounts have been reclassified

to conform to the current year’s presentation.

3. Material accounting estimates

and judgements

The preparation of the Group’s consolidated financial

statements requires the Group to make judgements,

estimates and assumptions that affect the reported

amounts of revenues, expenses, assets and liabilities

and the accompanying disclosures.

The material judgements, estimates and assumptions

made by management in the preparation of these

financial statements are outlined within the financial

statement notes to which they relate. A summary of

these judgements is as follows:

• Capitalised development costs (note 11);

• Impairment of intangible assets (note 11);

• Revenue (note 4); and

• Business combinations (note 19).

4. Revenue and other income

Revenue is recognised and measured at the fair value of

the consideration received or receivable to the extent it

is probable that the entity will collect the consideration

to which it will be entitled in exchange for the goods

or services that will be transferred to the customer.

Where a contract contains an element of variable

consideration, revenue is only recognised once it is

highly probable that a significant reversal event will not

occur. Revenue is disclosed net of credit notes, rebates

and discounts.

a. Revenue from transaction and usage fees

Revenue from transaction and usage fees include travel

platform booking revenue, expense platform revenue

and supplier commission revenue.

Revenue from travel platform bookings is recorded at

the time the travel bookings are processed through

Serko’s platforms. The revenue generated is derived

from numerous customer contracts that feature diverse

pricing structures including transactional and usage

fees with varying triggers for recognising revenue.

Some contracts have fixed minimum booking volume

arrangements. These commitments typically cover the

duration of the agreement and extend across multiple

financial reporting periods and revenue is recognised

over the period of volume commitment. Serko records

revenue from its portfolio of contracts with reference

to actual transactions, forecast transactions and

minimum contracted commitments. Management

exercises judgement to estimate future transaction

volumes to determine projected revenue and accrue or

defer revenue accordingly. For contracts without fixed

consideration, we have applied the ‘as invoiced’ basis

of recognition.

Expense platform revenue is earned over a month,

however we have applied the practical expedient by

recognising revenue at a point in time. Revenue is

recognised on an active user basis at the end of

each month.

30

4. Revenue and other income (continued)
Supplier commission revenue, predominantly from hotel bookings, is recognised when the performance obligation

is fulfilled, which is when the reservation has been completed (completed stay). Management exercises judgement

to estimate the amount of accrued commissions due at reporting date due to the timing of commissions received

from partners.

b. Revenue from services

Revenue from services is generated from installation or other chargeable work orders and is recognised upon

completion of the contract or services.

c. Contract assets

Contract assets primarily relate to accrued supplier commissions revenue (note 8).

The contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer. Contract

modifications arising from changes in pricing minimum guaranteed volumes are assessed on an individual basis and

are accounted for prospectively, rather than adjusting the revenue for already satisfied performance obligations.

d. Contract liabilities

If payments received exceed the revenue recognised to date, a contract liability is recognised for the difference

(note 14).

 Notes20252024

  $ (000)$ (000)

   

Revenue – transaction and usage fees:  

Travel platform booking revenue 27,28019,215

Expense platform revenue 5,3365,291

Supplier commissions revenue 54,33342,930

Services revenue 1,2041,000

Other revenue 329325

Total revenue 88,48268,761

   

Government grants141,9772,412

Other 212

Total other income 1,9792,424

   

Total revenue and other income 90,46171,185

  20252024

  $ (000)$ (000)

Geographic information   

Australia 24,31520,564

New Zealand 2,7482,981

US 6,6852,980

Europe and Other 54,73442,236

Total revenue 88,48268,761

31

notEs to FinanCiaL statEmEnts

4. Revenue and other income (continued)
The Board and Executive Team monitor the results of the Group’s operations as a whole for the purpose of making

decisions about resource allocation and performance assessment and therefore the Board has determined the Group

is a single reportable operating segment. For the year ended 31 March 2025 there were two customers (2024: two)

that contributed more than 10% of the revenue for the Group. These customers accounted for $65.4 million of the

revenue for the year ended 31 March 2025 (2024: $52.2 million).

Serko reduces supplier commissions revenue by the amount of consideration payable to customers relating to jointly

agreed marketing fees. For the year ended 31 March 2025, consideration payable to customers was $3.6 million

(2024: $2.0 million).

5. Expenses

 20252024

 

$ (000)$ (000)

 

Loss before finance and taxation includes the following expenses: 

 

Employee remuneration54,80452,456

Capitalised development costs(4,627)(10,823)

Contributions to pension plans2,3472,148

Share-based payment expenses5,4295,048

Other remuneration and benefits

1,190588

Total remuneration and benefits59,14349,417

 

Hosting expenses6,9557,796

Third-party connection costs1,9502,257

Other platform-related costs2,4682,149

Auditor remuneration and other assurance fees339290

Directors’ fees681465

Directors’ fees - subsidiaries2618

Movement of expected credit loss allowance on receivables52(601)

Bad debts written off-647

Rental and other lease expenses337117

Professional fees6,0332,300

Computer licenses2,6161,736

Insurance costs1,4501,288

Marketing expenses1,6811,392

Recruitment fees174370

Donations1524

Travel and entertainment1,8781,372

Other expenses

1,9131,666

Total other operating expenses28,56823,286

 

Amortisation18,44115,313

Depreciation

1,4661,660

Total amortisation and depreciation19,90716,973

 

Expenses from ordinary activities107,61889,767

32

5. Expenses (continued)
* Other assurance services relate to the Greenhouse Gas Emissions Inventory limited assurance engagement in the current and prior year.

 20252024

 $ (000)$ (000)

  

Finance income and expenses includes: 

  

Finance income 

Interest received3,4684,166

Dividends received11

Total finance income3,4694,167

 

Finance expenses

Interest expense on lease liabilities(100)(169)

Other finance expenses(48)(50)

Total finance expenses(148)(219)

 

Total finance income and expenses3,3213,948

 20252024

 $ (000)$ (000)

  

Asset impairments and disposals includes: 

Goodwill impairment5,038-

Loss on disposal of fixed and intangible assets27159

Total asset impairments and disposals5,35459

Auditor remuneration

 20252024

 $ (000)$ (000)

Amounts for services performed by Deloitte Limited: 

Audit of financial statements303260

Other assurance services*3630

Total fees paid to auditors339290

33

notEs to FinanCiaL statEmEnts

6. Income tax
Income tax expense comprises current and deferred tax movements.

Tax assets and liabilities for the current period are measured at the amount expected to be recovered from, or paid to,

the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the

amounts are those that are enacted or substantively enacted in the jurisdictions in which the Group operates at the

reporting date. Taxation is recognised in the income statement, except when it relates to items recognised directly

in equity.

Deferred tax is recognised on all temporary differences at the balance sheet date between the tax bases of assets

and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences except:

• where the entity has unrecognised losses sufficient to cover the deferred income tax liability; and

• for a deferred income tax liability arising from the initial recognition of goodwill; and

• where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that

is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable

profit or loss, nor gives rise to equal taxable or deductible temporary differences.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, to the extent that

it is probable that taxable profit will be available against which the deductible temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that

it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax

asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year

when the asset is realised or the liability is settled, based on tax rates (and tax laws) relevant to the appropriate

tax jurisdiction, that have been enacted or substantively enacted at the balance date. Deferred tax assets and liabilities

are offset where there is a legally enforcable right to offset current tax assets and liabilities, and where the deferred

tax balance relate to the same taxation authority.

 

20252024

 $ (000)$ (000)

  

Current income tax 

Current income tax charge815 646

Adjustments in respect of income tax(200)317

 615 963

 

Deferred income tax

Origination and reversal of temporary differences745(770)

 

Income tax expense / (benefit) reported in the statement of comprehensive income1,360193

34

6. Income tax (continued)
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:

Deferred income tax at 31 March relates to the following:

 20252024

 $ (000)$ (000)

  

Accounting loss before income tax(20,602)(15,686)

  

At the statutory income tax rate of 28% (2024:28%) (5,769)(4,392)

Non-deductible items3,09433

Adjustments in respect of income tax(200)317

Foreign taxes1,560(124)

Tax losses and temporary differences unrecognised1,7464,346

Effect of tax on overseas subsidiaries at different rate92913

Income tax (benefit) / expense1,360193

 

At effective income tax rate of:-6.6%-1.2%

20252024

 

Statement of

financial

position

Statement of

comprehensive

income

Statement of

financial

position

Statement of

comprehensive

income

 $ (000)$ (000)$ (000)$ (000)

   

Deferred income tax liabilities recognised  

Intangibles and non-current assets(1,186)33-19

Employee entitlements1414

Deferred income tax asset recognised

Intangibles and non-current assets249(339)588586

Employee entitlements105(199)304118

Provisions-(225)22443

Other(25)(29)44

Net deferred tax liability recognised(843)(745)1,120770

 

Deferred income tax liabilities not recognised

Intangibles and non-current assets(104)(82)(22)(22)

Deferred income tax asset not recognised

Intangibles and non-current assets---(132)

Provisions286(713)999489

Employee entitlements76(469)54517

Share based payments6,1994,7211,478(114)

Capital expenditure - patents---(1)

Deferred income tax asset not recognised6,4573,4573,000237

35

notEs to FinanCiaL statEmEnts

6. Income tax (continued)
Unrecognised tax losses carried forward include $127.5 million (2024: $114.2 million) relating to New Zealand and

$10.5 million (2024: $8.7 million) relating to foreign jurisdictions.

The New Zealand tax group has a history of tax losses, which do not expire. Given the historical losses, no recognition

of New Zealand temporary or tax loss assets has occurred.

7. Cash at bank and short-term deposits

Cash and cash equivalents in the consolidated statement of financial position comprises cash at bank and short-term

highly liquid investments with an original maturity of three months or less.

Cash includes USD $1.0 million (2024: USD $1.0 million) of restricted cash in the form of a minimum bank balance

required in the US to provide same-day clearance for expense reimbursement services.

Short-term deposits of $45.0 million (2024: $66.5 million) represent term deposits used for the investment of surplus

funds. Short-term deposits are all New Zealand dollars denominated.

 20252024

 $ (000)$ (000)

  

Cash at bank – New Zealand dollar balances6,8155,006

Cash at bank – foreign currency balances9,5899,133

Cash and cash equivalents16,40414,139

   

The carrying amounts of the Group’s cash at bank are denominated in the following currencies:

   

New Zealand dollars6,815 5,006

Australian dollars727 1,232

Chinese Yuan2,897 1,980

US dollars5,590 5,069

Indian Rupee367 -

Euros8 852

 16,40414,139

 

Short-term deposits45,00066,500

36

8. Trade and other receivables
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method, less provision for impairment.

Collectability of receivables is reviewed on an ongoing basis. Debts that are known to be uncollectable are written off

when identified. In accordance with NZ IFRS 9: Financial instruments, trade receivables are assessed for impairment

and an expected credit loss (ECL) provision made based on lifetime expected credit losses. The ECL model considers

various aspects of credit risk within a risk matrix, considering history of debtor write off, ageing of invoices, country,

market and product risk.

The impairment, and any subsequent movement, including recovery, is recognised in the statement of

comprehensive income.

 20252024

 $ (000)$ (000)

  

Trade receivables7,9703,560

Expected credit loss provision(356)(174)

Trade receivables (net)7,6143,386

 

GST receivable424396

Sundry debtors4,1242,560

Contract assets12,3946,234

Prepayments 3,8362,061

Total trade and other receivables28,39214,637

  

Foreign currency risk 

The carrying amounts of the Group’s receivables are denominated in the following currencies: 

  

New Zealand dollars3,6553,291

Australian dollars2,5532,370

Euro9,3506,193

US dollars8,898872

Other45624

 24,91212,750


At 31 March the ageing analysis of receivables and contract assets was as follows:

 20252024

Ageing analysis$ (000)$ (000)

 

0-30 days13,8706,748

31-60 days4,7672,879

61-90 days1,576-

91+ days151167

20,3649,794

37

notEs to FinanCiaL statEmEnts

8. Trade and other receivables (continued)
Expected credit loss – Trade receivables

The Group’s trade receivables over 60 days were $1.7 million (2024: $167 thousand). An ECL provision of $356

thousand (2024: $174 thousand) has been made, resulting in a movement for the period of $182 thousand (2024: $46

thousand). Additionally, the Group recognises an allowance of individual receivables if there is objective evidence of

credit impairment or non-collectability.

Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Serko has historically low levels of

impairment on trade receivables.

Movement in the Group’s expected credit loss during the year was as follows:

 20252024

 $ (000)$ (000)

  

Balance at 1 April 174220

Acquisition123-

Bad debts written off-(647)

Expected credit loss provision52601

Currency translation7-

Balance at 31 March 356174

9. Derivative financial instruments

Derivative financial instruments

The Group uses derivatives in the form of forward exchange contracts (FECs) to reduce the risk that movements in the

exchange rate will affect the Group’s New Zealand dollar cash flows. Such derivative financial instruments are initially

recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at

fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the

fair value is negative.

The following table presents the Group’s foreign currency forward exchange contracts measured at fair value:

 20252024

 $ (000)$ (000)

   

Current:  

Foreign currency forward exchange contracts: asset194145

Foreign currency forward exchange contracts: (liability)(2,565)(421)

   

Contractual amounts of forward exchange contracts outstanding were as follows:  

Foreign currency forward exchange contracts: asset8,88116,210

Foreign currency forward exchange contracts: liability59,45430,536

Derivative financial instruments have been determined to be within level 2 of the fair value hierarchy. Foreign currency

forward exchange contracts have been fair valued using published market foreign exchange rates and contract

forward rates discounted at rates that reflect the credit risk of the counterparties.

38

10. Property, plant and equipment
All items of property, plant and equipment are recorded at cost less accumulated depreciation and impairment.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset.

The following estimates have been used:

• Leasehold improvements - Term of lease (16.7% - 25%)

• Furniture and fittings - 10% - 13.5%

• Computer equipment - 17.5% - 48%

• Right-of-use asset - Term of lease

* Right-of-use assets relate to premises leases.

 

Leasehold

improvement

Furniture &

fittings

Computer

equipment

Right-of-use

asset*Total

 $ (000)$ (000)$ (000)$ (000)$ (000)

      

2025     

      

Cost or valuation     

Balance at 1 April 20246488983,0405,43910,025

Additions15781,1601,1892,442

Disposals(14)-(644)(252)(910)

Currency translation24316299

Balance at 31 March 2025651 980 3,587 6,438 11,656

 

Depreciation

Balance at 1 April 20245615552,6923,7177,525

Depreciation expense10683801,0081,466

Disposals--(636)(252)(888)

Currency translation13313671

Balance at 31 March 2025572 626 2,467 4,509 8,174

Net carrying amount79 354 1,120 1,929 3,482

      

2024     

      

Cost or valuation     

Balance at 1 April 2023617

9522,9485,77310,290

Additions3218182-232

Lease modifications---66

Disposals(3)(77)(104)(394)(578)

Currency translation25145475

 Balance at 31 March 20246488983,0405,43910,025

Depreciation     

Balance at 1 April 20235435052,2863,0106,344

Depreciation expense17824771,0841,660

Disposals(1)(34)(83)(390)(508)

Currency translation22121329

Balance at 31 March 20245615552,6923,7177,525

Net carrying amount873433481,7222,500

39

notEs to FinanCiaL statEmEnts

a. Impairment
The carrying values of property, plant and equipment

are reviewed for impairment when events or changes in

circumstances indicate the carrying value may not be

recoverable.

If any such indication exists and where the carrying

values exceed the estimated recoverable amount, the

assets are written down to their recoverable amounts.

b. Disposal

An item of property, plant and equipment is

derecognised upon disposal or when no further

future economic benefits are expected from its use or

disposal. Any gain or loss arising on derecognition of

the asset (calculated as the difference between the

net disposal proceeds and the carrying amount of the

asset) is included in the income statement in the year

the asset is derecognised.

11. Intangibles

Intangible assets consist of both internally generated

intangible assets, such as capitalised expenditure

for software development, and externally generated

intangible assets, such as trademarks, intellectual

property and goodwill upon acquisition.

Key judgements on the capitalisation of

development costs

An intangible asset arising from development

expenditure on an internal project is recognised

only when the Group can demonstrate the technical

feasibility of completing the intangible asset so that

it will be available for use or sale, its intention to

complete and its ability to use or sell the asset.

Also considered by management is how the asset

will generate future economic benefits, the availability

of resources to complete the development and the

ability to reliably measure the expenditure attributable to

the intangible asset during its development. Following

initial recognition of the development expenditure,

the cost model is applied requiring the asset to be

carried at cost less any accumulated amortisation

and impairment losses. Any expenditure capitalised is

amortised over the period of expected benefit from the

related project.

Software assets in the current year relate to the

continued development of the Group’s Booking.com

integration with Zeno, the GetThere software acquired

during the year, along with the ongoing development of

the existing product offerings. The Group capitalises

software development costs based on direct costs

associated with the project and a proportion of

employee costs that directly relate to the software

development project. Computer software development

costs recognised as assets are amortised over their

estimated useful lives and tested for impairment

whenever there is an indication that the intangible asset

may be impaired. Intangible assets under development

and not yet completed at balance date are recorded as

work in progress.

Other expenditures that do not meet the above criteria

are recognised as expenses as they are incurred. This

includes research costs and costs associated with

maintaining internal computer software programs.

10. Property, plant and equipment (continued)

40

11. Intangibles (continued)
Amortisation and impairment of

non-financial assets

Amortisation is recognised as an expense in the income

statement. The estimated useful lives are as follows:

• goodwill and other intangible assets (indefinite

useful life, not amortised but tested annually

for impairment);

• intellectual property (finite, amortised on 5 years

straight-line basis);

• brand (finite, amortised on 5 years straight line basis);

• the strategic partnership and collaboration

agreement (finite, amortised on 5 years on

a straight-line basis); and

• computer software (finite, amortised between

3 and 5 years on a straight-line basis).

At each reporting date the Group assesses whether

there is an indication that an asset may be impaired.

Where an indicator of impairment exists the Group

makes a formal estimate of the recoverable amount.

Where the asset exceeds its recoverable amount, the

asset is considered impaired and is written down to

its recoverable amount. The recoverable amount is the

greater of its fair value less costs of disposal or value in

use. For the purposes of assessing impairment assets

are grouped into cash generating units.

Goodwill acquired in a business combination is

allocated to cash generating units and along with work

in progress and other indefinite life intangible assets,

is tested at least annually for impairment, or whenever

indicators of impairment exist.

At the balance date Serko had two cash generating

units – GetThere, comprising the newly acquired

GetThere business and Core Serko being the remainder

of the Group.

Core serko cash generating unit

The recoverable amount of the Core Serko cash-

generating unit was determined from a value-in-use

calculation that uses a discounted cash flow analysis.

The key assumptions for the value-in-use calculation

are those regarding the discount rate, growth rates and

forecast financial performance and cash flows.

Management estimates the discount rate using

rates that reflect current market assumptions of the

time value of money and risk specific to the CGU.

The growth rates are based on management’s best

estimate. Forecast revenues, direct and indirect costs,

are based on historical experience/past practices and

expectations of future changes in the markets the

Group operates in and services.

The value-in use was determined using cashflow

projections across a five-year forecast period using a

pre-tax discount rate of 11.5% (2024: 14.1%), equivalent

to a post-tax weighted average cost of capital of 11.4%

(2024: 11.5%), and a terminal growth rate of 2.0%

(2024: 3.2%). A sensitivity analysis has been performed

over the key assumptions. This included reducing

the estimated revenue in the fifth year by 20%. These

reasonable possible changes in assumptions did not

result in impairment.

ge tthere cash generating unit

The recoverable amount of the GetThere CGU was

based on fair value less costs of disposal, taking

into account changes in market conditions. The

assumptions included future cash flow projections

across a five-year forecast period, a pre-tax discount

rate of 18.3% and a terminal growth rate of 2.0%,

the model is most sensitive to changes in growth

rates. Due to current uncertainties in the US market,

the recoverable amount of the CGU has been valued

as $10.3 million, resulting in an impairment charge

recognised in the current period of $5.1 million.

At 31 March 2025 there is no remaining goodwill

related to the GetThere CGU.

41

notEs to FinanCiaL statEmEnts

11. Intangibles (continued)
 Goodwill

Intellectual

property

Other

intangible

assets

Development

work in

progress

Computer

softwareTotal

 $ (000)$ (000)$ (000)$ (000)$ (000)$ (000)

       

2025      

       

Cost      

Balance at 1 April 20241,5941,681784,87663,53071,759

Additions---4,982-4,982

Acquisition5,110-5,803-7,38518,298

Disposal and impairment(5,083)--(45)(2,289)(7,417)

Transfer of cost---(8,010)8,010-

Currency translation55871-222365

Balance at 31 March 20251,6761,7685,8821,80376,85887,987

 

Amortisation and impairment

Balance at 1 April 2024-1,68178-38,90140,660

Amortisation--269-18,17218,441

Disposal----(2,068)(2,068)

Currency translation-871-174262

Balance at 31 March 2025-1,768348-55,17957,295

Net carrying amount1,676-5,5341,80321,67930,692

       

2024      

       

Cost      

Balance at 1 April 20231,5211,603784,37852,63860,218

Additions---11,193-11,193

Transfer of cost---(10,695)10,695-

Currency translation7378--197348

Balance at 31 March 20241,5941,681784,87663,53071,759

       

Amortisation and impairment     

Balance at 1 April 2023-1,363--23,81425,177

Amortisation-24778-14,98815,313

Currency translation-71--99170

Balance at 31 March 2024-1,68178-38,90140,660

Net carrying amount1,594--4,87624,62931,099

42

12. Trade and other payables
Trade and other payables

Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the

Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future

payments in respect of the purchase of these goods and services.

The average credit period on trade payables is approximately 30 days.

Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, long-service leave and annual leave expected to

be settled within 12 months of the reporting date, are recognised in respect of employees’ services up to the reporting

date. They are measured at the amounts expected to be paid when the liabilities are settled.

 20252024

 $ (000)$ (000)

  

Trade payables3,2741,350

Accrued expenses5,6262,924

Annual leave accrual3,5043,046

Other payables5,9342,414

Total trade and other payables18,3389,734

 

Disclosed as:

Current18,3389,734

Non-current--

 18,3389,734

  

Foreign currency risk 

The carrying amounts of the Group’s payables are denominated in the following currencies:

   

New Zealand dollars8,1397,259

Australian dollars1,145942

US dollars8,063865

Other991668

 18,3389,734

43

notEs to FinanCiaL statEmEnts

13. Lease liabilities
Recognition and measurement of Serko leasing activities

The Group leases property for fixed periods of between one and five years and some include extension options. These

extension options are usually at the discretion of the Group and are included in the measurement of the lease asset if

management concludes it is reasonably certain that the extension will be exercised.

Lease liabilities include the net present value of fixed payments less any lease incentives receivable. The lease

payments are discounted using the lessee’s incremental borrowing rate, being the rate that the lessee would have to

pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar

terms and conditions.

The amortisation of the discount applied on recognition of the lease liability is recognised as interest expense in the

income statement.

Low value and short-term leases are expensed to the income statement. These include leases on property of $199

thousand (2024: $86 thousand) that are short term in nature.

Key movements relating to lease balances are presented below:

 20252024

 $ (000)$ (000)

   

Balance at 1 April1,9833,110

Leases entered into during the period1,189-

Lease modification-6

Principal repayments(1,159)(1,163)

Foreign exchange adjustment4030

Closing balance2,0531,983

 

Classified as:

Current9221,035

Non-current1,131948

Closing balance2,0531,983

 

Maturity analysis – contractual undiscounted cash flows:

Less than 1 year1,0591,128

Greater than 1 year but less than 2 years672596

Greater than 2 years 566405

Total undiscounted lease liabilities at 31 March2,2972,129

44

Government grants are not recognised until there is a reasonable assurance that the Group will comply with the
conditions attached to them and that the grants will be received.

The research and development tax incentive is recognised as income as it is expected to be received in cash.

Government grants are recognised in the consolidated statement of comprehensive income on a systematic basis

over the periods in which the Group recognises as expenses the related costs for which the grants are intended to

compensate. As some grants relate to costs capitalised to depreciable assets, amounts are recognised as deferred

income in the consolidated statement of financial position and transf

erred to the income statement on a systematic

and rational basis over the useful lives of the related assets.

Income relating to grants is presented in the table below:

14. Deferred income and government grants

Deferred income is presented in the table below:

 20252024

 $ (000)$ (000)

Opening deferred income1,6211,931

Covid-19 government subsidies(75)(151)

Research and development tax incentive (RDTI)(548)(608)

Contract liabilities907449

Closing deferred income1,9051,621

 

Deferred income disclosed as:

Current1,9051,489

Non-current-132

 1,9051,621

 20252024

 $ (000)$ (000)

   

During the year, the Group claimed the following grants:  

Research and development tax incentive (RDTI)1,7321,882

Other government grants122178

Total compensation1,8542,060

  

Income recognised 

Covid-19 government subsidies148151

Research and development tax incentive (RDTI)1,7072,083

Other government grants122178

Total income recognised1,9772,412

45

notEs to FinanCiaL statEmEnts

15. Equity
Ordinary share capital is recognised at the fair value of the consideration received for the issue of new shares in

the Company. Transaction costs relating to the listing of new ordinary shares and the simultaneous sale and listing

of existing shares are allocated to those transactions on a proportional basis.

Transaction costs relating to the sale and listing of existing shares are not considered costs of an equity instrument

as no equity instrument is issued and, consequently, costs are recognised as an expense in the statement of

comprehensive income when incurred. Transaction costs relating to the issue of new share capital are recognised

directly in equity as a reduction of the share proceeds received.

During the year the Group allocated the following equity instruments to Serko employees (note 17) in respect of:

• the Restricted Share Plan (RSP), the Group allocated nil shares (2024: nil). Unallocated shares

are 1,263,865 (2024: 1,263,865); and

• Restricted Share Units (RSUs), the Group allocated 2,903,814 (2024: 2,278,734).

 2025202420252024

  

Number of

shares

Number of

shares

 $ (000)$ (000)(000)(000)

  

Ordinary shares 

Balance at 1 April244,546237,976121,846120,443

Issue of shares pursuant to RSU scheme5,0386,5701,2551,403

Issue of shares to non-executive directors89-25-

Share capital at 31 March249,673244,546123,126121,846

  

Share-based payment reserve 

Balance at 1 April9,09210,637 

RSUs expensed during the year5,4295,048 

Shares vested to employees via RSU scheme(5,038)(6,570) 

Share options expired(1)(23) 

Share-based payment reserve at 31 March9,4829,092 

46

16. Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit / (loss) for the year attributable to ordinary equity holders of

the Parent by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit / (loss) attributable to ordinary equity holders of the Parent

by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number

of shares that would be issued on conversion of all of the dilutive potential ordinary shares into ordinary shares.

Potential ordinary shares are treated as dilutive when their conversion to ordinary shares would decrease EPS or

increase the loss per share.

The following reflects the data used in the basic and diluted EPS computations:

* Net tangible assets per security is a non-GAAP measure and is provided for NZX reporting purposes. Net tangible assets per security is calculated as

Total assets less Total liabilities less Intangible assets divided by the issued ordinary shares (excluding treasury shares) as at 31 March.

  20252024

  $ (000)$ (000)

   

Loss attributable to ordinary equity holders of the Parent  

Continuing operations (21,962)(15,879)

  (21,962)(15,879)

   

 Notes20252024

 NumberNumber

 (000)(000)

   

Basic earnings per share 

Issued ordinary shares15123,126121,846

 

Weighted average of issued ordinary shares122,629121,616

Adjusted for unallocated employee restricted share plan shares(1,264)(3,014)

Weighted average of issued ordinary shares outstanding121,365118,602

   

Basic and diluted earnings / (loss) per share (dollars)(0.18)(0.13)

   

 20252024

 CentsCents

  

Net tangible assets per security*57.0368.75

47

notEs to FinanCiaL statEmEnts

17. Share-based payments
Employees of the Group receive remuneration at the Board’s discretion in the form of share-based payment

transactions, where services are provided as consideration for the receipt of equity instruments.

The cost of share-based payment transactions are recognised, together with a corresponding increase in equity,

over the period in which the service conditions are fulfilled. The cumulative expense recognised for share-based

transactions at each reporting date, until the vesting date, reflects the extent to which the vesting period has expired

and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for

a period represents the movement in cumulative expenses recognised at the beginning and end of that period.

No cumulative expense is recognised for awards that do not ultimately vest except where vesting is conditional upon

a market condition.

Employee Restricted Share Plan

The employee restricted share plan has been superseded by the RSUs scheme. There are no future plans to allocate

the shares held by the trustee. At year end there were 1,263,865 unallocated shares held by the trustee (2024:

1,263,865 shares)

Employee Restricted Share Units (RSUs)

Under the employee incentive share scheme (EISS), CEO long-term incentive scheme (CLTI), and executive long-term

incentive scheme (ELTI), RSUs are allocated to employees at grant date, which convert into ordinary shares in

Serko at vesting date with a zero-exercise price. Awards will be taxable to the employee in the income year when

the awards vest.

Vesting conditions are based on:

• continued employment at vesting date; and / or

• performance hurdles, such as performance against share price targets based on absolute total shareholder return.

The weighted average grant date fair value of RSUs issued during the year was determined by the volume weighted

average price (VWAP) of shares traded in the previous 20 trading days preceding the designated grant date.

Share-based payments with performance hurdles are initially recognised at fair value, subsequently measured and

reassessed at each reporting date for the probability of meeting performance targets, with movements recognised in

the Statement of comprehensive income.

 2025202520242024

 

Weighted average

price NZ$

Number of

RSUs

Weighted average

price NZ$

Number

of RSUs

    

Outstanding at 1 April2,910,248 2,378,995

Allocated to employees during the year3.112,903,8142.802,278,734

Cancelled during the year3.16(717,896)3.61(348,428)

Vested during the year4.01(1,255,919)4.69(1,399,053)

Outstanding at 31 March3.113,840,2473.502,910,248

48

17. Share-based payments (continued)
Employee incentive share options scheme

There were no options granted during the year, as this scheme has been replaced with employees now receiving RSUs.

Options are conditional on the completion of the necessary years of service (the vesting period) as appropriate to that

tranche. The options are considered graded equity instruments that vest in tranches over two to five years from the

grant date. No options can be exercised later than five years from the grant date. There were 14 holders of options at

31 March 2025 (2024: 16).

The Group has no legal or constructive obligation to repurchase or settle the options in cash.

Movements in the number of options outstanding and their related weighted average exercise prices are as follows:

 2025202520242024

 

Weighted

average exercise

price ($)Options

Weighted

average exercise

price ($)Options

    

Outstanding at 1 April63,12494,974

Cancelled during the year4.80(1,924)4.71(8,518)

Expired during the year3.32(992)2.84(23,332)

Outstanding at 31 March4.5960,2084.5863,124

   

Options outstanding at 31 March fall within the following ranges:

   

   20252024

GrantedExpiry dateExercise price ($)OptionsOptions

   

201920243.32- 992

202020254.8020,20840,000

202120254.49 40,00022,132

  60,20863,124

49

notEs to FinanCiaL statEmEnts

b. Transactions with related parties
There were no transactions or outstanding balances held with related parties for the year other than key management

personnel remuneration.

c. Key management remuneration*

* K ey management personnel includes Serko’s Board of Directors, the Chief Executive Officer and direct reports. Share-based payments represent the

current years expense recognised in the income statement on unvested share-based payments granted that will vest in future years.

d. Terms and conditions of transactions with related parties

Other than amounts related to the remuneration of key management personnel, directors fees and expense

reimbursement, there are no balances or commitments outstanding with key management. Outstanding balances

at year end are unsecured and settlement occurs in cash.

18. Related parties

The Group has related party relationships with its controlled entities and with key management personnel.

a. Subsidiaries

The consolidated financial statements include the financial statements of Serko Limited and its subsidiaries

as listed in the following table:

  % Equity interest% Equity interest

Entity NamePrincipal activity20252024

   

Serko Australia Pty LtdSales and marketing100%100%

Serko Trustee LimitedTrustee100%100%

Serko India Private LimitedResearch and development services 100%100%

Serko Investments LimitedNon-trading100%100%

Foshan Sige Information Technology LimitedResearch and development services100%100%

Serko Inc.Sales and marketing100%100%

InterplX, Inc.Expense management100%100%

GetThere LLCSales and marketing100%-

 20252024

 $ (000)$ (000)

 

Non-executive directors’ remuneration592465

Non-executive directors’ share-based payments89-

Salary and other short-term benefits4,1214,445

Share-based payments1,8662,031

Total compensation6,6686,941

50

19. Business combinations
The Group acquired 100% of the ownership interest in GetThere LP (GetThere) on 6 January 2025. GetThere

was converted to GetThere LLC on 6 January 2025. The total acquisition price for GetThere and related business

assets was USD $11.4 million, comprising USD $9.4 million in cash paid on acquisition date and USD $2.0 million

to be paid on the one-year anniversary of the acquisition, settled in either cash or ordinary shares of the Parent.

Acquisition related costs (included in Other operating expenses in the Consolidated statement of comprehensive

income and note 5), amounted to $2.6 million.

GetThere is an online booking tool with a customer base primarily in the United States and supports the Group’s

plans to grow in the North American market. The purchase included the software, brand, intellectual property and the

GetThere teams in the United States, India, Australia and the United Kingdom.

GetThere contributed $4.8 million in revenue and $11.1 million in net loss for the year ended 31 March 2025. If the

acquisition had occurred on 1 April 2024, the Group revenue and net loss for the 12 months ended 31 March 2025 is

estimated to have been $103.4 million and $32.8 million, respectively.

In conjunction with the acquisition of GetThere, Serko signed a transitional hosting services agreement, strategic

partnership and collaboration agreement, and a developer agreement with Sabre. These agreements cover co-selling,

joint development, continued hosting of the GetThere platform, and other collaboration activities between Sabre and

Serko post-acquisition. The strategic partnership has been valued at $4.6 million and sits within other intangible

assets (note 11).

The purchase consideration was allocated to the acquired assets and liabilities based on their estimated fair values

as at the date of acquisition, with the excess consideration recorded to goodwill as shown below:

2025

Purchase consideration$ (000)

Cash paid to vendor 16,465

Deferred consideration3,517

Total purchase consideration 19,982

Made up of:

Strategic partnership and collaboration agreement4,572

Acquisition of GetThere15,410

Fair value of net assets acquired on 6 January 2025

Trade and other receivables 3,102

Software 7,385

Brand 1,231

Deferred tax liability(1,219)

Trade and other payables(80)

Employee entitlement (119)

Net assets 10,300

 

Total GetThere purchase consideration 15,410

Net assets

10,300

Goodwill recognised 5,110

51

notEs to FinanCiaL statEmEnts

21. Financial risk management objectives and policies
The Group’s principal financial instruments comprise cash at bank and on hand, short-term deposits, derivatives, trade

receivables and trade payables.

The Group’s capital consists of share capital and retained earnings. To maintain or adjust the capital structure, the

Group may adjust amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or

amend capital spending plans.

Financial assets

Cash and cash equivalents, short-term deposits and trade receivables are initially measured at fair value plus directly

attributable transaction costs and then subsequently measured at amortised cost less any impairment.

19. Business combinations (continued)

The fair value of the acquired receivables was $3.1 million. The gross contractual value for the trade receivables due is

$3.2 million, with a loss allowance of $0.1 million.

The goodwill recognised as a result of the acquisition reflects the assembled workforce and the synergies expected to

be achieved from integrating GetThere into the Group’s existing business. No goodwill is eligible to be deducted for tax

purposes.

The cash consideration in the above note of $16.5 million differs from the amount presented in the Consolidated

statement of cashflows of $17.3 million due to a net working capital adjustment that is receivable from the vendor

at 31 March 2025.

20. Reconciliation of operating profit to net cash outflow

from operating activities

20252024

$(000)$(000)

Net loss(21,962)

(15,879)

 

Add non-cash items

Amortisation18,44115,313

Depreciation1,4661,660

Asset impairments and disposals5,35459

Deferred tax (gain) / loss745(770)

Unrealised foreign currency gains / losses2,0171,084

Share-based compensation5,5185,048

 11,5796,515

Add / (less) movements in working capital items

(Increase) / decrease in receivables(11,643)(754)

Increase / (decrease) in income tax payable(286)572

Increase / (decrease) in trade and other payables5,172(438)

 (6,757)(620)

  

Net cash flow used in operating activities4,8225,895

52

21. Financial risk management objectives and policies (continued)
Financial liabilities

Financial liabilities are initially measured at fair value, net of transaction costs and subsequently measured at

amortised cost using the effective interest method.

Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement

of the liability for at least 12 months after the balance date.

The main risks arising from the Group’s financial instruments are currency, interest rates, credit and liquidity risk.

The Group uses different methods to measure and manage the different types of risks to which it is exposed.

These include monitoring levels of exposure to currency risk and assessments of market forecasts for foreign

exchange. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk.

Liquidity risk is monitored through the development of future rolling cash flow forecasts.

The Board reviews and agrees policies for managing each of these risks as summarised below.

a. Risk exposures and responses

i. Interest rate risk

At balance date this year and the prior year, the Group did not have any financial liabilities exposed to variable

interest rate risk.

Excess funds over the forecasted requirements are invested in short-term deposits with a mixture of maturity dates.

All short-term deposits have fixed interest rates which means the Group’s exposure to movements in interest rates

is limited.

ii. Liquidity risk

Liquidity risk represents the Group’s ability to meet its financial obligations as they fall due. In terms of managing

its liquidity risk, the Group holds sufficient cash reserves to meet its obligations arising from its financial liabilities.

Surplus funds are invested in term-deposits, with varying maturity dates based on forecasted cash flows, to manage

liquidity risks.

The following table sets out the contractual cash flows for all non-derivative financial liabilities settled on a gross

cash flow basis:

Weighted

average effective

interest rate %

Contractual

cash flows

6 months

or less

7-12

months

1-2

years

2-5

years

More than

5 years

  $ (000)$ (000)$ (000)$ (000)$ (000)$ (000)

        

Group - 2025

Trade and other payables0%14,83414,834----

Lease liability8%2,297729330672566-

  17,131 15,563 330 672 566  -

Group - 2024       

Trade and other payables0%6,6886,688----

Lease liability10%2,129496632596405-

 8,8177,184632596405-

53

notEs to FinanCiaL statEmEnts

21. Financial risk management objectives and policies (continued)
b. Currency risk

The Group has exposure to currency risk as a result of transactions denominated in foreign currencies. The risk

specifically relates to the variability of foreign exchange rates for the currencies the Group trades in and the impact

this has on the Group’s financial results. The majority of the Group’s expenditure occurred in New Zealand dollars,

however, sales to overseas customers are transacted in Euros, Australian dollars, New Zealand dollars and US dollars.

Refer to notes 7, 8, 9 and 12 for further details on the Group’s foreign currency denominated accounts receivable,

cash and short-term deposit balances, and accounts payable.

The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of

+/- 10% (2024: +/- 10%) has been selected based on what management consider to be a r

easonable movement

in exchange rates.

The sensitivity table below is excluding the impact of foreign exchange contracts:

  Foreign currency risk

  +10% -10% 

Foreign exchange

balances

Carrying

amount

Post-tax

profitEquity

Post-tax

profitEquity

 $ (000)$ (000)$ (000)$ (000)$ (000)

      

2025

Cash at bank9,589872872(1,065)(1,065)

Trade and other receivables21,2571,9321,932(2,362)(2,361)

Trade and other payables(10,199)(927)(927)1,1331,133

Net exposure20,6471,8771,877(2,294)(2,294)

      

 +20% -20% 

Carrying

amount

Post-tax

profitEquity

Post-tax

profitEquity

 $ (000)$ (000)$ (000)$ (000)$ (000)

2024

Cash at bank9,133830830(1,015)(1,015)

Trade and other receivables9,459860860(1,051)(1,051)

Trade and other payables(2,475)(225)(225)275275

Net exposure16,1171,4651,465(1,791)(1,791)

54

21. Financial risk management objectives and policies (continued)
c. Credit risk

Credit risk arises from the financial assets of the Group, which comprise cash at bank, short-term deposits, derivative

assets, trade receivables and contract assets. The Group’s exposure to credit risk arises from potential default of the

counterparty, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date

is addressed in each applicable note.

The Group does not hold any credit derivatives to offset its credit exposure.

The Group monitors and manages the exposure to credit risk by ensuring customers have an appropriate credit

history. Banking arrangements (including the investment of surplus funds) are monitored to ensure all banks have

sufficient credit ratings and exposure to any one banking partner is limited.

The Group’s other largest concentration of credit risk is with one customer, with $9.2 million receivable at

31 March 2025 (2024: $7.2 million).

At reporting date, the Group’s cash and short-term deposits were held in several banks with the following distribution:

The largest bank concentration makes up 60%, the second largest concentration is 20%, with the remaining 20% held

in other banks (2024: 41% & 37% each held with two banks and 22% in other banks). A total of 88% (2024: 91%) of

cash and short-term deposits is held by New Zealand and Australian banks with a Standard & Poors credit rating

of at least ‘AA-’. The Group has no other significant concentrations of credit risk.

d. Fair value

The Board considers that the carrying amounts of financial assets and financial liabilities recognised in the

consolidated financial statements approximate their fair value.

22. Events after balance sheet date

There were no other material events between the balance sheet date and the date these financial statements were

authorised for issue.

23. Contingent liabilities

There were no contingent liabilities at balance date (2024: $nil).

55

notEs to FinanCiaL statEmEnts






/ndependent Auditor’s Report

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ĨŽƌŽƵƌŽƉŝŶŝŽŶ͘

tĞĂƌĞŝŶĚĞƉĞŶĚĞŶƚŽĨƚŚĞŽŵƉĂŶLJŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚWƌŽĨĞƐƐŝŽŶĂůĂŶĚƚŚŝĐĂů^ƚĂŶĚĂƌĚϭ

/ŶƚĞƌŶĂƚŝŽŶĂůŽĚĞŽĨƚŚŝĐƐĨŽƌƐƐƵƌĂŶĐĞWƌĂĐƚŝƚŝŽŶĞƌƐ;ŝŶĐůƵĚŝŶŐ/ŶƚĞƌŶĂƚŝŽŶĂů/ŶĚĞƉĞŶĚĞŶĐĞ

^ƚĂŶĚĂƌĚƐͿ;EĞǁĞĂůĂŶĚͿŝƐƐƵĞĚďLJƚŚĞEĞǁĞĂůĂŶĚƵĚŝƚŝŶŐĂŶĚƐƐƵƌĂŶĐĞ^ƚĂŶĚĂƌĚƐŽĂƌĚĂŶĚ

the International Ethics Standards Board for Accountants’ /ŶƚĞƌŶĂƚŝŽŶĂůŽĚĞŽĨƚŚŝĐƐĨŽƌ

WƌŽĨĞƐƐŝŽŶĂůĐĐŽƵŶƚĂŶƚƐ;ŝŶĐůƵĚŝŶŐ/ŶƚĞƌŶĂƚŝŽŶĂů/ŶĚĞƉĞŶĚĞŶĐĞ^ƚĂŶĚĂƌĚƐͿ͕ĂŶĚǁĞŚĂǀĞĨƵůĨŝůůĞĚ

ŽƵƌŽƚŚĞƌĞƚŚŝĐĂůƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐ͘

KƚŚĞƌƚŚĂŶŝŶŽƵƌĐĂƉĂĐŝƚLJĂƐĂƵĚŝƚŽƌĂŶĚƚŚĞƉƌŽǀŝƐŝŽŶŽĨĂƐƐƵƌĂŶĐĞƐĞƌǀŝĐĞƐ͕ǁĞŚĂǀĞŶŽ

ƌĞůĂƚŝŽŶƐŚŝƉǁŝƚŚŽƌŝŶƚĞƌĞƐƚƐŝŶƚŚĞŽŵƉĂŶLJŽƌĂŶLJŽĨŝƚƐƐƵďƐŝĚŝĂƌŝĞƐ͕ĞdžĐĞƉƚƚŚĂƚƉĂƌƚŶĞƌƐĂŶĚ

ĞŵƉůŽLJĞĞƐŽĨŽƵƌĨŝƌŵĚĞĂůǁŝƚŚƚŚĞŽŵƉĂŶLJĂŶĚŝƚƐƐƵďƐŝĚŝĂƌŝĞƐŽŶŶŽƌŵĂůƚĞƌŵƐǁŝƚŚŝŶƚŚĞ

ŽƌĚŝŶĂƌLJĐŽƵƌƐĞŽĨƚƌĂĚŝŶŐĂĐƚŝǀŝƚŝĞƐŽĨƚŚĞďƵƐŝŶĞƐƐŽĨƚŚĞŽŵƉĂŶLJĂŶĚŝƚƐƐƵďƐŝĚŝĂƌŝĞƐ͘

ƵĚŝƚŵĂƚĞƌŝĂůŝƚLJ





tĞĐŽŶƐŝĚĞƌŵĂƚĞƌŝĂůŝƚLJƉƌŝŵĂƌŝůLJŝŶƚĞƌŵƐŽĨƚŚĞŵĂŐŶŝƚƵĚĞŽĨŵŝƐƐƚĂƚĞŵĞŶƚŝŶƚŚĞĨŝŶĂŶĐŝĂů

ƐƚĂƚĞŵĞŶƚƐŽĨƚŚĞ'ƌŽƵƉ ƚŚĂƚŝŶŽƵƌũƵĚŐĞŵĞŶƚǁŽƵůĚŵĂŬĞŝƚƉƌŽďĂďůĞƚŚĂƚƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐ

of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’

ŵĂƚĞƌŝĂůŝƚLJͿ͘/ŶĂĚĚŝƚŝŽŶ͕ǁĞĂůƐŽĂƐƐĞƐƐǁŚĞƚŚĞƌŽƚŚĞƌŵĂƚƚĞƌƐƚŚĂƚĐŽŵĞƚŽŽƵƌĂƚƚĞŶƚŝŽŶĚƵƌŝŶŐ

ƚŚĞĂƵĚŝƚǁŽƵůĚŝŶŽƵƌũƵĚŐĞŵĞŶƚĐŚĂŶŐĞŽƌŝŶĨůƵĞŶĐĞƚŚĞĚĞĐŝƐŝŽŶƐŽĨƐƵĐŚĂƉĞƌƐŽŶ;ƚŚĞ

‘qualitative’ materiality). We use materiality ďŽƚŚŝŶƉůĂŶŶŝŶŐƚŚĞƐĐŽƉĞŽĨŽƵƌĂƵĚŝƚǁŽƌŬĂŶĚŝŶ

ĞǀĂůƵĂƚŝŶŐƚŚĞƌĞƐƵůƚƐŽĨŽƵƌǁŽƌŬ͘

tĞĚĞƚĞƌŵŝŶĞĚŵĂƚĞƌŝĂůŝƚLJĨŽƌƚŚĞ'ƌŽƵƉĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂƐĂǁŚŽůĞƚŽďĞΨ ϭ͕ΘϬϬ͕ϬϬϬ͘

<ĞLJĂƵĚŝƚŵĂƚƚĞƌƐ

<ĞLJĂƵĚŝƚŵĂƚƚĞƌƐĂƌĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚ͕ŝŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ͕ǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞ

ŝŶŽƵƌĂƵĚŝƚŽĨƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŽĨƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚ͘dŚĞƐĞŵĂƚƚĞƌƐǁĞƌĞ

ĂĚĚƌĞƐƐĞĚŝŶƚŚĞĐŽŶƚĞdžƚŽĨŽƵƌĂƵĚŝƚŽĨƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂƐĂǁŚŽůĞ͕ĂŶĚŝŶ

ĨŽƌŵŝŶŐŽƵƌŽƉŝŶŝŽŶƚŚĞƌĞŽŶ͕ĂŶĚǁĞĚŽŶŽƚƉƌŽǀŝĚĞĂƐĞƉĂƌĂƚĞŽƉŝŶŝŽŶŽŶƚŚĞƐĞŵĂƚƚĞƌƐ͘





56




<ĞLJĂƵĚŝƚŵĂƚƚĞƌ,ŽǁŽƵƌĂƵĚŝƚĂĚĚƌĞƐƐĞĚƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌ

ZĞǀĞŶƵĞƌĞĐŽŐŶŝƚŝŽŶ

dŚĞ'ƌŽƵƉŚĂƐƌĞƉŽƌƚĞĚƚŽƚĂůƌĞǀĞŶƵĞŽĨΨΘΘ͘ρŵŝůůŝŽŶ͕ĂƐƐĞƚŽƵƚŝŶŶŽƚĞκ

‘Revenue and other income’.

dŚĞƌĞĐŽŐŶŝƚŝŽŶŽĨƌĞǀĞŶƵĞŝƐĂŬĞLJĂƵĚŝƚŵĂƚƚĞƌĚƵĞƚŽƚŚĞƐŝŐŶŝĨŝĐĂŶĐĞŽĨ

ƌĞǀĞŶƵĞƚŽƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂŶĚũƵĚŐĞŵĞŶƚƐŝŶǀŽůǀĞĚŝŶĚĞƚĞƌŵŝŶŝŶŐ

ƚŚĞƚŝŵŝŶŐŽĨƌĞǀĞŶƵĞƌĞĐŽŐŶŝƚŝŽŶ͘

/ŶĐůƵĚĞĚǁŝƚŚŝŶƚŽƚĂůƌĞǀĞŶƵĞŝƐΨϮϳ͘ϯ ŵŝůůŝŽŶ ŽĨƚƌĂǀĞůƉůĂƚĨŽƌŵŬŝŶŐ

ƌĞǀĞŶƵĞĚĞƌŝǀĞĚĨƌŽŵŵƵůƚŝƉůĞĐƵƐƚŽŵĞƌĐŽŶƚƌĂĐƚƐƚŚĂƚĐŽŶƚĂŝŶĚŝĨĨĞƌĞŶƚ

ƉƌŝĐŝŶŐƐĐŚĞĚƵůĞƐĂŶĚǀĂƌLJŝŶŐƌĞǀĞŶƵĞƌĞĐŽŐŶŝƚŝŽŶƚƌŝŐŐĞƌƐ͘ŽŵƉůĞdžŝƚLJĞdžŝƐƚƐ

ďĞĐĂƵƐĞĐƵƐƚŽŵĞƌĐŽŶƚƌĂĐƚƐĐĂŶŝŶĐůƵĚĞƚƌĂŶƐĂĐƚŝŽŶĂůĂŶĚƵƐĂŐĞĨĞĞƐ

;ƐŽŵĞƚŝŵĞƐǁŝƚŚŵŝŶŝŵƵŵĐŽŶƚƌĂĐƚĞĚĐŽŵŵŝƚŵĞŶƚƐͿ͕ĞƐƚĂďůŝƐŚŵĞŶƚĂŶĚ

ŝŶƐƚĂůůĂƚŝŽŶĨĞĞƐ͕ĂŶĚĐŚĂƌŐĞĂďůĞǁŽƌŬŽƌĚĞƌƐ͕ǁŚŝĐŚŝŵƉĂĐƚŽŶƚŚĞĂůůŽĐĂƚŝŽŶ

ŽĨƌĞǀĞŶƵĞĂĐƌŽƐƐĚŝĨĨĞƌĞŶƚŐŽŽĚƐĂŶĚƐĞƌǀŝĐĞƐ͘

tĞĞǀĂůƵĂƚĞĚƚŚĞƐLJƐƚĞŵƐ͕ƉƌŽĐĞƐƐĞƐĂŶĚĐŽŶƚƌŽůƐŝŶ

ƉůĂĐĞ ŽǀĞƌƚŚĞŵĂũŽƌŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐƚƌĞĂŵƐ͘

tĞĞŶŐĂŐĞĚŽƵƌ/ŶĨŽƌŵĂƚŝŽŶdĞĐŚŶŽůŽŐLJƐƉĞĐŝĂůŝƐƚƐƚŽ

ƚĞƐƚƚŚĞ/dĞŶǀŝƌŽŶŵĞŶƚŝŶǁŚŝĐŚŬŝŶŐƐŽĐĐƵƌĂŶĚ

ŝŶƚĞƌĨĂĐĞƐǁŝƚŚƚŚĞŐĞŶĞƌĂůůĞĚŐĞƌ͘

tĞƌĞĐĂůĐƵůĂƚĞĚƚƌĂǀĞůƉůĂƚĨŽƌŵŬŝŶŐƌĞǀĞŶƵĞ

ƌĞĐŽŐŶŝƐĞĚĨŽƌĂƐĂŵƉůĞŽĨŵĂƚĞƌŝĂůĐƵƐƚŽŵĞƌƐďLJ

ƌĞĐŽŶĐŝůŝŶŐƚƌĂŶƐĂĐƚŝŽŶƐƌĞĐŽƌĚĞĚŝŶƚŚĞƌĞůĞǀĂŶƚ/d

ƐLJƐƚĞŵƐƚŽƚŚĞŐĞŶĞƌĂůůĞĚŐĞƌĂŶĚǀĂůŝĚĂƚŝŶŐƉƌŝĐŝŶŐ

ŝŶƉƵƚƐƚŽŝŶǀŽŝĐĞƐĂŶĚƐŝŐŶĞĚĐƵƐƚŽŵĞƌĐŽŶƚƌĂĐƚƐ͘

tĞĐŽŶƐŝĚĞƌĞĚƚŚĞĂƉƉůŝĐĂƚŝŽŶŽĨE/&Z^ϭρ͗ZĞǀĞŶƵĞ

ĨƌŽŵŽŶƚƌĂĐƚƐǁŝƚŚƵƐƚŽŵĞƌƐĨŽƌŶĞǁĂŶĚŵĂƚĞƌŝĂů

ĐŽŶƚƌĂĐƚƐŽƌƐŝŐŶŝĨŝĐĂŶƚǀĂƌŝĂƚŝŽŶƐƚŽĐŽŶƚƌĂĐƚƐĞŶƚĞƌĞĚ

ŝŶƚŽĚƵƌŝŶŐƚŚĞLJĞĂƌ͘

tĞƚĞƐƚĞĚƐĂŵƉůĞƐŽĨŵĂŶƵĂůũŽƵƌŶĂůĞŶƚƌŝĞƐ

ƌĞĐŽƌĚĞĚŽƵƚƐŝĚĞŽĨŶŽƌŵĂůďƵƐŝŶĞƐƐƉƌŽĐĞƐƐĞƐďLJ

ƉƌŽĨŝůŝŶŐĨŽƌƵŶƵƐƵĂůƌĞǀĞŶƵĞŝŵƉĂĐƚŝŶŐũŽƵƌŶĂůƐ͘

ĂƉŝƚĂůŝƐĂƚŝŽŶŽĨƐŽĨƚǁĂƌĞĚĞǀĞůŽƉŵĞŶƚŝŶĐůƵĚŝŶŐŝŵƉĂŝƌŵĞŶƚ

ĐŽŶƐŝĚĞƌĂƚŝŽŶƐ

dŚĞ'ƌŽƵƉĐĂƉŝƚĂůŝƐĞƐĐŽƐƚƐĨŽƌŝŶƚĞƌŶĂůůLJĚĞǀĞůŽƉĞĚǁŽƌŬŝŶƉƌŽŐƌĞƐƐĂŶĚ

ƚƌĂŶƐĨĞƌƐƚŚŽƐĞƚŽƐŽĨƚǁĂƌĞƵƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƚŚĞƉƌŽũĞĐƚ͘/ŶƚŚĞĐƵƌƌĞŶƚ

LJĞĂƌƚŚĞ'ƌŽƵƉĐĂƉŝƚĂůŝƐĞĚĐŽƐƚƐŽĨΨρ͘ϬŵŝůůŝŽŶĂŶĚƚƌĂŶƐĨĞƌƌĞĚΨΘ͘ϬŵŝůůŝŽŶ

ŽĨǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽƐŽĨƚǁĂƌĞĂƐƐĞƚƐ͕ĂƐƐĞƚŽƵƚŝŶŶŽƚĞϭϭΖ/ŶƚĂŶŐŝďůĞƐΖ͘

Ψϭ͘ΘŵŝůůŝŽŶŽĨĚĞǀĞůŽƉŵĞŶƚǁŽƌŬŝŶƉƌŽŐƌĞƐƐŚĂƐďĞĞŶƌĞĐŽŐŶŝƐĞĚĂƐĂƚ

ďĂůĂŶĐĞĚĂƚĞ͘

ĂƉŝƚĂůŝƐĂƚŝŽŶŽĨƐŽĨƚǁĂƌĞĚĞǀĞůŽƉŵĞŶƚ

ƐĂ^ŽĨƚǁĂƌĞĂƐĂService (“SaaS”) provider, the Group incurs significant

ĞdžƉĞŶĚŝƚƵƌĞŝŶĚĞǀĞůŽƉŝŶŐĂŶĚĞŶŚĂŶĐŝŶŐƐŽĨƚǁĂƌĞƉƌŽĚƵĐƚƐ͘

:ƵĚŐĞŵĞŶƚŝƐƌĞƋƵŝƌĞĚƚŽĚĞƚĞƌŵŝŶĞǁŚĞƚŚĞƌƚŚĞƌĞĐŽŐŶŝƚŝŽŶĐƌŝƚĞƌŝĂƵŶĚĞƌ

E/^ϯΘ͗/ŶƚĂŶŐŝďůĞƐƐĞƚƐŚĂǀĞďĞĞŶŵĞƚŝŶŽƌĚĞƌƚŽĐĂƉŝƚĂůŝƐĞƚŚĞ

ĂƉƉůŝĐĂďůĞĐŽƐƚƐŽĨĚĞǀĞůŽƉŵĞŶƚ͘dŚŝƐŝŶĐůƵĚĞƐĐŽŶƐŝĚĞƌŝŶŐǁŚĞƚŚĞƌƚŚĞĐŽƐƚƐ

ĂƌĞĚŝƌĞĐƚůLJĂƚƚƌŝďƵƚĂďůĞƚŽƚŚĞĚĞǀĞůŽƉŵĞŶƚŽĨĂŶĂƐƐĞƚ͕ĂŶĚǁŚĞƚŚĞƌƚŚĞ

'ƌŽƵƉĐĂŶĚĞŵŽŶƐƚƌĂƚĞƚŚĂƚƚŚĞĂƐƐĞƚŝƐŝŶƚŚĞĚĞǀĞůŽƉŵĞŶƚƐƚĂŐĞ͘dŚŝƐ

ŝŶĐůƵĚĞƐĚĞŵŽŶƐƚƌĂƚŝŶŐƚŚĞƚĞĐŚŶŝĐĂůĨĞĂƐŝďŝůŝƚLJŽĨĐŽŵƉůĞƚŝŶŐƚŚĞŝŶƚĂŶŐŝďůĞ

asset so that it will be available for use, the Group’s intention toĐŽŵƉůĞƚĞ

ƚŚĞĂƐƐĞƚ͕ŚŽǁƚŚĞĂƐƐĞƚǁŝůůŐĞŶĞƌĂƚĞĨƵƚƵƌĞĞĐŽŶŽŵŝĐďĞŶĞĨŝƚƐ͕ƚŚĞǀŝĂďŝůŝƚLJ

ŽĨƌĞƐŽƵƌĐĞƐƚŽĐŽŵƉůĞƚĞƚŚĞĂƐƐĞƚĚĞǀĞůŽƉŵĞŶƚĂŶĚƚŚĞĂďŝůŝƚLJŽĨƚŚĞ'ƌŽƵƉ

ƚŽƌĞůŝĂďůLJŵĞĂƐƵƌĞƚŚĞĞdžƉĞŶĚŝƚƵƌĞĂƚƚƌŝďƵƚĂďůĞƚŽƚŚĞŝŶƚĂŶŐŝďůĞĂƐƐĞƚ͘

/ŵƉĂŝƌŵĞŶƚĂƐƐĞƐƐŵĞŶƚ

dŚĞ'ƌŽƵƉŵƵƐƚĂůƐŽĂƐƐĞƐƐĞĂĐŚƉĞƌŝŽĚǁŚĞƚŚĞƌƚŚĞƌĞĂƌĞĂŶLJŝŶĚŝĐĂƚŝŽŶƐ

ƚŚĂƚƚŚĞƐŽĨƚǁĂƌĞĚĞǀĞůŽƉŵĞŶƚĂƐƐĞƚƐĂƌĞŝŵƉĂŝƌĞĚĂŶĚŵƵƐƚƉĞƌĨŽƌŵ

ŝŵƉĂŝƌŵĞŶƚƚĞƐƚŝŶŐŽŶĂŶLJĐĂƉŝƚĂůŝƐĞĚĚĞǀĞůŽƉŵĞŶƚĐŽƐƚƐĨŽƌǁŚŝĐŚƚŚĞƌĞĂƌĞ

ŝŶĚŝĐĂƚŽƌƐŽĨŝŵƉĂŝƌŵĞŶƚ͕ŽƌǁŚŝĐŚƌĞůĂƚĞƚŽƐŽĨƚǁĂƌĞƚŚĂƚŝƐŶŽƚLJĞƚĂǀĂŝůĂďůĞ

ĨŽƌƵƐĞ͘

dŚĞƌĞĐŽǀĞƌĂďůĞĂŵŽƵŶƚŽĨƚŚĞ'roup’s cashͲŐĞŶĞƌĂƚŝŶŐƵŶŝƚƐĂƌĞ ƐĞŶƐŝƚŝǀĞ

ƚŽĂƐƐƵŵƉƚŝŽŶƐĂƌŽƵŶĚƚŚĞƌĞƚĞŶƚŝŽŶŽĨĂŶĚĐŽŶƚŝŶƵĞĚŐƌŽǁƚŚŝŶƌĞǀĞŶƵĞ

ĨƌŽŵŬĞLJĐƵƐƚŽŵĞƌƐ͕ĂƐǁĞůůĂƐƚŽƚŚĞƚĞƌŵŝŶĂůŐƌŽǁƚŚƌĂƚĞĂŶĚĚŝƐĐŽƵŶƚƌĂƚĞ

ĂƉƉůŝĞĚŝŶƚŚĞĚŝƐĐŽƵŶƚĞĚĐĂƐŚĨůŽǁŵŽĚĞů͘

tĞŚĂǀĞŝŶĐůƵĚĞĚĐĂƉŝƚĂůŝƐĂƚŝŽŶĂŶĚŝŵƉĂŝƌŵĞŶƚĐŽŶƐŝĚĞƌĂƚŝŽŶƐŽĨƐŽĨƚǁĂƌĞ

ĚĞǀĞůŽƉŵĞŶƚĂƐĂŬĞLJĂƵĚŝƚŵĂƚƚĞƌĚƵĞƚŽƚŚĞůĞǀĞůŽĨũƵĚŐĞŵĞŶƚƌĞƋƵŝƌĞĚ͘

ĂƉŝƚĂůŝƐĂƚŝŽŶŽĨƐŽĨƚǁĂƌĞĚĞǀĞůŽƉŵĞŶƚ

tĞĞǀĂůƵĂƚĞĚƚŚĞŶĂƚƵƌĞŽĨĞdžƉĞŶĚŝƚƵƌĞ͕ƚŚĞƐƚĂŐĞŽĨ

ƉƌŽĚƵĐƚĚĞǀĞůŽƉŵĞŶƚ͕ĂŶĚŚŽǁƚŚĞ'ƌŽƵƉĚŝƐƚŝŶŐƵŝƐŚĞƐ

ĞdžƉĞŶĚŝƚƵƌĞďĞƚǁĞĞŶƌĞƐĞĂƌĐŚ͕ĚĞǀĞůŽƉŵĞŶƚĂŶĚ

ŵĂŝŶƚĞŶĂŶĐĞĐŽƐƚƐ͘

We assessed the Group’s processes and controls for

ƌĞĐŽƌĚŝŶŐƚŝŵĞƐƉĞŶƚŽŶƉƌŽĚƵĐƚƐĂŶĚƚŚĞĂůůŽĐĂƚŝŽŶ

ďĞƚǁĞĞŶƌĞƐĞĂƌĐŚŽƌƐŽĨƚǁĂƌĞĚĞǀĞůŽƉŵĞŶƚƚŽďĞ

ĐĂƉŝƚĂůŝƐĞĚƵŶĚĞƌE/^ϯΘ͘

tĞƚĞƐƚĞĚĂƐĂŵƉůĞŽĨĂĚĚŝƚŝŽŶƐƚŽĞǀĂůƵĂƚĞǁŚĞƚŚĞƌ

ƚŚĞƌĞĐŽŐŶŝƚŝŽŶĐƌŝƚĞƌŝĂƵŶĚĞƌE/^ϯΘŚĂǀĞďĞĞŶŵĞƚ͘



/ŵƉĂŝƌŵĞŶƚĂƐƐĞƐƐŵĞŶƚ

tĞĐŽŶƐŝĚĞƌĞĚĞdžŝƐƚŝŶŐƐŽĨƚǁĂƌĞĨŽƌƚĞĐŚŶŝĐĂů

ŽďƐŽůĞƐĐĞŶĐĞ͕ďLJĞŶƐƵƌŝŶŐĂƉƉƌŽƉƌŝĂƚĞƌĞǀĞŶƵĞƐĞdžŝƐƚ

ĨŽƌƚŚŽƐĞƉƌŽĚƵĐƚƐĂŶĚĂƐƐĞƐƐŝŶŐ ǁŚĞƚŚĞƌĨĞĂƚƵƌĞƐŽƌ

ƉƌŽĚƵĐƚĞŶŚĂŶĐĞŵĞŶƚƐƉƌĞǀŝŽƵƐůLJĐĂƉŝƚĂůŝƐĞĚĂƌĞƐƚŝůůŝŶ

ƵƐĞ͘

tĞĐŚĂůůĞŶŐĞĚƚŚĞŬĞLJĂƐƐƵŵƉƚŝŽŶƐǁŝƚŚŝŶƚŚĞĐĂƐŚ

ĨůŽǁĨŽƌĞĐĂƐƚƐďLJĐŽŶƐŝĚĞƌŝŶŐŚŝƐƚŽƌŝĐĂůĐĂƐŚĨůŽǁƐ͕ŽƵƌ

ƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞďƵƐŝŶĞƐƐƐƚƌĂƚĞŐLJĂŶĚŽƚŚĞƌ

ƌĞůĞǀĂŶƚĞdžƚĞƌŶĂůŝŶĨŽƌŵĂƚŝŽŶ͘

tĞƵƐĞĚŽƵƌŝŶƚĞƌŶĂůǀĂůƵĂƚŝŽŶƐƉĞĐŝĂůŝƐƚƐƚŽĂƐƐŝƐƚŝŶ

evaluating the assumptions used in the Group’s

ĚŝƐĐŽƵŶƚĞĚĐĂƐŚĨůŽǁŵŽĚĞů͕ƐƉĞĐŝĨŝĐĂůůLJƚŚĞĚŝƐĐŽƵŶƚ

ƌĂƚĞĂŶĚƚĞƌŵŝŶĂůŐƌŽǁƚŚƌĂƚĞƐƵƐĞĚ͕ƚŽƐƵƉƉŽƌƚƚŚĞ

ĐĂƌƌLJŝŶŐǀĂůƵĞŽĨĂƐƐĞƚƐĂƐĂƚϯϭDĂƌĐŚϮϬϮρ͘

tĞƉĞƌĨŽƌŵĞĚƐĞŶƐŝƚŝǀŝƚLJĂŶĂůLJƐŝƐŽǀĞƌŬĞLJĚƌŝǀĞƌƐŝŶ

the Group’s impairment model, particularly

ĂƐƐƵŵƉƚŝŽŶƐĂƌŽƵŶĚĨŽƌĞĐĂƐƚƌĞǀĞŶƵĞ ŐƌŽǁƚŚƌĂƚĞƐ͘



57

in dEPEndEnt auditor's rEPort




<ĞLJĂƵĚŝƚŵĂƚƚĞƌ,ŽǁŽƵƌĂƵĚŝƚĂĚĚƌĞƐƐĞĚƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌ

WƵƌĐŚĂƐĞWƌŝĐĞůůŽĐĂƚŝŽŶ;WWͿĂŶĚƐƵďƐĞƋƵĞŶƚŵĞĂƐƵƌĞŵĞŶƚĨŽƌƚŚĞ

ďƵƐŝŶĞƐƐĐŽŵďŝŶĂƚŝŽŶŽĨ'ĞƚdŚĞƌĞ

dŚĞ'ƌŽƵƉŚĂƐĂĐƋƵŝƌĞĚ'ĞƚdŚĞƌĞ>>W;Η' Ğƚ dŚĞƌĞ ΗͿĨƌŽŵ^ĂďƌĞŽƌƉŽƌĂƚŝŽŶ

(“Sabre”) during the year ĨŽƌh^Ψϭϭ͘κŵŝůůŝŽŶ ;ĞƋƵŝǀĂůĞŶƚŽĨEΨϮϬ ŵŝůůŝŽŶ Ϳ͕

as set out in note 19 ‘Business combination’. The ƉƵƌĐŚĂƐĞ ĐŽŶƐŝĚĞƌĂƚŝŽŶ

ĐŽŵƉƌŝƐĞĚŽĨΨϭρ͘κŵŝůůŝŽŶĨŽƌƚŚĞŶĞƚĂƐƐĞƚƐŽĨ'ĞƚdŚĞƌĞĂŶĚ Ψκ͘ς ŵŝůůŝŽŶ

ĨŽƌĂƐƚƌĂƚĞŐŝĐƉĂƌƚŶĞƌƐŚŝƉĂŶĚĐŽůůĂďŽƌĂƚŝŽŶĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ĞƌŬŽĂŶĚ

^ĂďƌĞ͕ƐŝŐŶĞĚŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚƚŚĞĂĐƋƵŝƐŝƚŝŽŶ͘

ĐĐŽƵŶƚŝŶŐĨŽƌƚŚĞĂĐƋƵŝƐŝƚŝŽŶŚĂƐŝŶǀŽůǀĞĚũƵĚŐŵĞŶƚŝŶŽƌĚĞƌƚŽ͗

• ŝĚĞŶƚŝĨLJĂŶĚŵĞĂƐƵƌĞƚŚĞĨĂŝƌǀĂůƵĞŽĨƚŚĞĂƐƐĞƚƐĂŶĚůŝĂďŝůŝƚŝĞƐĂĐƋƵŝƌĞĚ͖

• ĚĞƚĞƌŵŝŶĞƚŚĞǀĂůƵĞŽĨƉƵƌĐŚĂƐĞĐŽŶƐŝĚĞƌĂƚŝŽŶĂŶĚƌĞƐƵůƚŝŶŐŐŽŽĚǁŝůů͖

ĂŶĚ 

• ĚĞƚĞƌŵŝŶĞǁŚĞƚŚĞƌƚŚĞƌĞŝƐĂŶLJŝŵƉĂŝƌŵĞŶƚďĞƚǁĞĞŶƚŚĞĂĐƋƵŝƐŝƚŝŽŶ

ĚĂƚĞĂŶĚďĂůĂŶĐĞĚĂƚĞ͘

dŚĞ 'ƌŽƵƉŚĂƐŝĚĞŶƚŝĨŝĞĚƐŽĨƚǁĂƌĞ͕ďƌĂŶĚ͕ĂŶĚƚŚĞ ƐƚƌĂƚĞŐŝĐƉĂƌƚŶĞƌƐŚŝƉĂŶĚ

ĐŽůůĂďŽƌĂƚŝŽŶĂŐƌĞĞŵĞŶƚĂƐ ƐĞƉĂƌĂƚĞůLJŝĚĞŶƚŝĨŝĂďůĞŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐĂŶĚ

ŚĂǀĞĞŶŐĂŐĞĚĞdžƚĞƌŶĂůǀĂůƵĂƚŝŽŶƐƉĞĐŝĂůŝƐƚƐƚŽĂƐƐŝƐƚǁŝƚŚƚŚĞ ƉƵƌĐŚĂƐĞƉƌŝĐĞ

ĂůůŽĐĂƚŝŽŶ͘

ƚLJĞĂƌĞŶĚ͕ƚŚĞƌĞĐŽǀĞƌĂďůĞĂŵŽƵŶƚŽĨƚŚĞ'ĞƚdŚĞƌĞĐĂƐŚŐĞŶĞƌĂƚŝŶŐƵŶŝƚ

ǁĂƐďĂƐĞĚŽŶĨĂŝƌǀĂůƵĞůĞƐƐĐŽƐƚƐŽĨĚŝƐƉŽƐĂů͕ƚĂŬŝŶŐŝŶƚŽĂĐĐŽƵŶƚĐŚĂŶŐĞƐŝŶ

ŵĂƌŬĞƚĐŽŶĚŝƚŝŽŶƐ͘dŚĞĂƐƐƵŵƉƚŝŽŶƐŝŶĐůƵĚĞĚĨƵƚƵƌĞĐĂƐŚĨůŽǁƉƌŽũĞĐƚŝŽŶƐ

ĂĐƌŽƐƐĂĨŝǀĞͲLJĞĂƌĨŽƌĞĐĂƐƚƉĞƌŝŽĚ͕ĂƉƌĞͲƚĂdžĚŝƐĐŽƵŶƚƌĂƚĞŽĨϭΘ͘ϯйĂŶĚĂ

ƚĞƌŵŝŶĂůŐƌŽǁƚŚƌĂƚĞŽĨϮ͘Ϭй͘dŚĞŵŽĚĞůŝƐŵŽƐƚƐĞŶƐŝƚŝǀĞƚŽĐŚĂŶŐĞƐŝŶ

ŐƌŽǁƚŚƌĂƚĞƐ͘ƵĞƚŽĐƵƌƌĞŶƚƵŶĐĞƌƚĂŝŶƚŝĞƐŝŶƚŚĞh^ŵĂƌŬĞƚ͕ƚŚĞƌĞĐŽǀĞƌĂďůĞ

ĂŵŽƵŶƚŽĨƚŚĞ'hŚĂƐďĞĞŶǀĂůƵĞĚĂƐΨϭϬ͘ϯŵŝůůŝŽŶ ͕ƌĞƐƵůƚŝŶŐŝŶĂŶ

ŝŵƉĂŝƌŵĞŶƚĐŚĂƌŐĞƌĞĐŽŐŶŝƐĞĚŽĨΨρ͘ϭŵŝůůŝŽŶ͕ĂƐƐĞƚŽƵƚŝŶŶŽƚĞϭϭ

‘Intangible assets’͘

tĞŝĚĞŶƚŝĨŝĞĚƚŚŝƐĂƐĂŬĞLJĂƵĚŝƚŵĂƚƚĞƌĚƵĞƚŽƚŚĞƐŝŐŶŝĨŝĐĂŶĐĞŽĨƚŚĞ

acquisition to the Group’s financial statements, the inherent complexities in

ĂĐĐŽƵŶƚŝŶŐĨŽƌďƵƐŝŶĞƐƐĂĐƋƵŝƐŝƚŝŽŶƐ͕ĂŶĚƚŚĞũƵĚŐĞŵĞŶƚĂƉƉůŝĞĚďLJƚŚĞ

'ƌŽƵƉŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞ ƌĞĐŽǀĞƌĂďůĞĂŵŽƵŶƚŽĨƚŚĞĐĂƐŚŐĞŶĞƌĂƚŝŶŐƵŶŝƚĂƐ

ĂƚϯϭDĂƌĐŚϮϬϮρ͘



tĞƌĞĂĚƚŚĞƐĂůĞĂŶĚƉƵƌĐŚĂƐĞĂŐƌĞĞŵĞŶƚƐƚŽ

ĚĞƚĞƌŵŝŶĞƚŚĞŵĂƚĞƌŝĂůƚĞƌŵƐŽĨƚŚĞĂĐƋƵŝƐŝƚŝŽŶƐ͘

tĞĂƐƐĞƐƐĞĚthe Group’s determinations of fair value

ĨŽƌĂƐƐĞƚƐĂŶĚůŝĂďŝůŝƚŝĞƐĂĐƋƵŝƌĞĚĂŶĚƚŚĞŵĞƚŚŽĚƐƵƐĞĚ

ƚŽǀĂůƵĞ ƚŚĞƵŶĚĞƌůLJŝŶŐĂƐƐĞƚƐďLJ͗

• ZĞĂĚŝŶŐƚŚĞǀĂůƵĂƚŝŽŶƌĞƉŽƌƚƉƌĞƉĂƌĞĚďLJƚŚĞ

ĂƉƉŽŝŶƚĞĚĞdžƚĞƌŶĂůǀĂůƵĂƚŝŽŶƐƉĞĐŝĂůŝƐƚ ͖

• ƐƐĞƐƐŝŶŐƚŚĞƉƌŽĨĞƐƐŝŽŶĂůĐŽŵƉĞƚĞŶĐĞ͕ŽďũĞĐƚŝǀŝƚLJ

ĂŶĚŝŶƚĞŐƌŝƚLJŽĨƚŚĞĂƉƉŽŝŶƚĞĚĞdžƚĞƌŶĂůǀĂůƵĂƚŝŽŶ

ƐƉĞĐŝĂůŝƐƚ ͖

• /ŶǀŽůǀŝŶŐŽƵƌŝŶƚĞƌŶĂůƐƉĞĐŝĂůŝƐƚƐƚŽ͗

‒ ƐƐĞƐƐƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƚŚĞƚŚĞǀĂůƵĂƚŝŽŶ

ŵĞƚŚŽĚŽůŽŐLJĂŶĚƚĞƐƚŝŶŐƚŚĞŵĞĐŚĂŶŝĐƐŽĨƚŚĞ

ŵŽĚĞů͖ 

‒ ǀĂůƵĂƚĞŬĞLJĂƐƐƵŵƉƚŝŽŶƐƵƐĞĚŝŶƚŚĞǀĂůƵĂƚŝŽŶ

ŽĨƚŚĞĂƐƐĞƚƐĂŶĚůŝĂďŝůŝƚŝĞƐĂĐƋƵŝƌĞĚ͕ŝŶĐůƵĚŝŶŐ

ƚŚĞƌŽLJĂůƚLJƌĂƚĞ͕ĚŝƐĐŽƵŶƚƌĂƚĞĂŶĚƚĞƌŵŝŶĂů

ŐƌŽǁƚŚƌĂƚĞ͖

‒ ,ŽůĚŝŶŐĚŝƐĐƵƐƐŝŽŶƐǁŝƚŚmanagement’s

ĞdžƚĞƌŶĂůǀĂůƵĂƚŝŽŶƐƉĞĐŝĂůŝƐƚƚŽƵŶĚĞƌƐƚĂŶĚƚŚĞ

WWƉƌŽĐĞƐƐƵŶĚĞƌƚĂŬĞŶ͕ĂŶĚŬĞLJũƵĚŐĞŵĞŶƚƐ

ĐŽŶƐŝĚĞƌĞĚǁŚĞŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞĂĐƋƵŝƐŝƚŝŽŶ

ĂĐĐŽƵŶƚŝŶŐ͘

tĞĞǀĂůƵĂƚĞĚthe Group’s determination oĨ ƚŚĞ

ŝŵƉĂŝƌŵĞŶƚƌĞĐŽƌĚĞĚ ďLJ͗


Assessing management’s determination of GetThere

ĂƐĂƐĞƉĂƌĂƚĞĐĂƐŚŐĞŶĞƌĂƚŝŶŐƵŶŝƚ͖

• ŚĂůůĞŶŐ ŝŶŐ ƚŚĞŬĞLJĂƐƐƵŵƉƚŝŽŶƐǁŝƚŚŝŶƚŚĞĐĂƐŚ

ĨůŽǁĨŽƌĞĐĂƐƚƐďĂƐĞĚŽŶŽƵƌƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨ

ĐŚĂŶŐĞƐŝŶGetThere’s performance and other

ƌĞůĞǀĂŶƚĞdžƚĞƌŶĂůŝŶĨŽƌŵĂƚŝŽŶ͖

• ǀĂůƵĂƚ ŝŶŐmanagement’s conclusion that the

ƌĞĐŽǀĞƌĂďůĞĂŵŽƵŶƚŽĨƚŚĞ'ĞƚdŚĞƌĞĐĂƐŚ

ŐĞŶĞƌĂƚŝŶŐƵŶŝƚŝƐŝƚƐĨĂŝƌǀĂůƵĞůĞƐƐĐŽƐƚŽĨĚŝƐƉŽƐĂů͘

te also considered the adequacy of the Group’s

ĚŝƐĐůŽƐƵƌĞƌĞůĂƚŝŶŐƚŽƚŚĞĂĐƋƵŝƐŝƚŝŽŶĂŶĚŝŵƉĂŝƌŵĞŶƚŽĨ

ƌĞůĂƚ ĞĚ ŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ͘





KƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ



dŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞŽŶďĞŚĂůĨŽĨƚŚĞ'ƌŽƵƉĨŽƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͘dŚĞŽƚŚĞƌ

ŝŶĨŽƌŵĂƚŝŽŶĐŽŵƉƌŝƐĞƐƚŚĞŝŶĨŽƌŵĂƚŝŽŶŝŶƚŚĞ^'ZĞƉŽƌƚĂŶĚŝŶƚŚĞŶŶƵĂůZĞƉŽƌƚƚŚĂƚ

ĂĐĐŽŵƉĂŶŝĞƐƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂŶĚƚŚĞĂƵĚŝƚƌĞƉŽƌƚ͘

KƵƌŽƉŝŶŝŽŶŽŶƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĚŽĞƐŶŽƚĐŽǀĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚǁĞ

ĚŽŶŽƚĞdžƉƌĞƐƐĂŶLJĨŽƌŵŽĨĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶƚŚĞƌĞŽŶ͘

KƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽƌĞĂĚƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚĐŽŶƐŝĚĞƌǁŚĞƚŚĞƌŝƚŝƐŵĂƚĞƌŝĂůůLJŝŶĐŽŶƐŝƐƚĞŶƚ

ǁŝƚŚƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŽƌŽƵƌŬŶŽǁůĞĚŐĞŽďƚĂŝŶĞĚŝŶƚŚĞĂƵĚŝƚŽƌŽƚŚĞƌǁŝƐĞ

ĂƉƉĞĂƌƐƚŽďĞŵĂƚĞƌŝĂůůLJŵŝƐƐƚĂƚĞĚ͘/ĨƐŽ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽƌĞƉŽƌƚƚŚĂƚĨĂĐƚ͘tĞŚĂǀĞŶŽƚŚŝŶŐƚŽ

ƌĞƉŽƌƚŝŶƚŚŝƐƌĞŐĂƌĚ͘



58




Directors’ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞ

ĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂů ƐƚĂƚĞŵĞŶƚƐ

dŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞŽŶďĞŚĂůĨŽĨƚŚĞ'ƌŽƵƉĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚĨĂŝƌƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ

ĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE/&Z^ĂŶĚ/&Z^͕ĂŶĚĨŽƌƐƵĐŚŝŶƚĞƌŶĂůĐŽŶƚƌŽů

ĂƐƚŚĞĚŝƌĞĐƚŽƌƐĚĞƚĞƌŵŝŶĞŝƐŶĞĐĞƐƐĂƌLJƚŽĞŶĂďůĞƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂů

ƐƚĂƚĞŵĞŶƚƐƚŚĂƚĂƌĞĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘

/ŶƉƌĞƉĂƌŝŶŐƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ƚŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞŽŶďĞŚĂůĨŽĨƚŚĞ

'ƌŽƵƉfor assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

ŵĂƚƚĞƌƐƌĞůĂƚĞĚƚŽŐŽŝŶŐĐŽŶĐĞƌŶĂŶĚƵƐŝŶŐƚŚĞŐŽŝŶŐĐŽŶĐĞƌŶďĂƐŝƐŽĨĂĐĐŽƵŶƚŝŶŐƵŶůĞƐƐƚŚĞ

ĚŝƌĞĐƚŽƌƐĞŝƚŚĞƌŝŶƚĞŶĚƚŽůŝƋƵŝĚĂƚĞƚŚĞ'ƌŽƵƉŽƌƚŽĐĞĂƐĞŽƉĞƌĂƚŝŽŶƐ͕ŽƌŚĂǀĞŶŽƌĞĂůŝƐƚŝĐĂůƚĞƌŶĂƚŝǀĞ

ďƵƚƚŽĚŽƐŽ͘

Auditor’s responsibilities for the

ĂƵĚŝƚŽĨƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂů

ƐƚĂƚĞŵĞŶƚƐ

KƵƌŽďũĞĐƚŝǀĞƐĂƌĞƚŽŽďƚĂŝŶƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂů

ƐƚĂƚĞŵĞŶƚƐĂƐĂǁŚŽůĞĂƌĞĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ĂŶĚƚŽ

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

ĂƐƐƵƌĂŶĐĞ͕ďƵƚŝƐŶŽƚĂŐƵĂƌĂŶƚĞĞƚŚĂƚĂŶĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/^ƐĂŶĚ/^Ɛ;EͿǁŝůů

ĂůǁĂLJƐĚĞƚĞĐƚĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞŶŝƚĞdžŝƐƚƐ͘DŝƐƐƚĂƚĞŵĞŶƚƐĐĂŶĂƌŝƐĞĨƌŽŵĨƌĂƵĚŽƌĞƌƌŽƌ

ĂŶĚĂƌĞĐŽŶƐŝĚĞƌĞĚŵĂƚĞƌŝĂůŝĨ͕ŝŶĚŝǀŝĚƵĂůůLJŽƌŝŶƚŚĞĂŐŐƌĞŐĂƚĞ͕ƚŚĞLJĐŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚ

ƚŽŝŶĨůƵĞŶĐĞƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐŽĨƵƐĞƌƐƚĂŬĞŶŽŶƚŚĞďĂƐŝƐŽĨƚŚĞƐĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂů

ƐƚĂƚĞŵĞŶƚƐ͘

ĨƵƌƚŚĞƌĚĞƐĐƌŝƉƚŝŽŶŽĨŽƵƌƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞĂƵĚŝƚŽĨƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝƐ

located on the External Reporting Board’s website at: 

ŚƚƚƉƐ͗ͬͬǁǁǁ͘džƌď͘ŐŽǀƚ͘ŶnjͬƐƚĂŶĚĂƌĚƐͬĂƐƐƵƌĂŶĐĞͲƐƚĂŶĚĂƌĚƐͬĂƵĚŝƚŽƌƐͲƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐͬĂƵĚŝƚͲƌĞƉŽƌƚͲϭͲϭ

This description forms part of our auditor’s report.

ZĞƐƚƌŝĐƚŝŽŶŽŶƵƐĞ



This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken

so that we might state to the Company’s shareholders those matters we are required to state to

them in an auditor’s report and for no other purpose. To the fƵůůĞƐƚĞdžƚĞŶƚƉĞƌŵŝƚƚĞĚďLJůĂǁ͕ǁĞĚŽ

not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for

ŽƵƌĂƵĚŝƚǁŽƌŬ͕ĨŽƌƚŚŝƐƌĞƉŽƌƚ͕ŽƌĨŽƌƚŚĞŽƉŝŶŝŽŶƐǁĞŚĂǀĞĨŽƌŵĞĚ͘









WĂƵů^ĞůůĞƌ͕WĂƌƚŶĞƌ

ĨŽƌ ĞůŽŝƚƚĞ>ŝŵŝƚĞĚ

ƵĐŬůĂŶĚ͕EĞǁĞĂůĂŶĚ

ϮϬDĂLJϮϬϮρ

59

in dEPEndEnt auditor's rEPort

Corporate
Governance

Statement

For the year ended 31 March 2025

This corporate governance statement has been

prepared in accordance with the NZX Listing

Rules and was approved by the Serko Board on

20 May 2025.

60

Introduction
The Board and management of Serko Limited

(Company or Serko) are committed to ensuring that

Serko maintains best practice corporate governance

and adheres to high ethical standards.

Serko is required to report against the NZX Corporate

Governance Code dated 31 January 2025 (NZX Code).

The Board considers that Serko’s corporate governance

structures, practices and processes have followed all

of the Recommendations in the NZX Code during the

financial year ended 31 March 2025 and as at the date

of this Annual Report.

As part of Serko’s commitment to best practice

governance, it has adopted a substantive number of

the Recommendations in the Australian Securities

Exchange Corporate Governance Council Principles

and Recommendations (Fourth Edition).

An index setting out where each NZX Code Principle

and Recommendation is addressed is set out on

pages 86 – 87.

Stock exchange listing

Serko is listed on the New Zealand Stock Exchange

(NZX Main Board) and on the ASX as an ASX Foreign

Exempt Listing. As an NZX listed issuer and ASX

Foreign Exempt issuer, Serko complies with the

NZX Listing Rules and applicable ASX Listing Rules.

Serko is incorporated in New Zealand.

Ethical standards

The Board recognises that high ethical standards and

behaviours are central to good corporate governance.

Code of Ethics

Serko’s Code of Ethics outlines how Serko people,

including its directors, employees, contractors

and advisers are expected to conduct their

professional lives.

The Code of Ethics is not intended to cover an

exhaustive list of expectations on Serko people,

but instead is designed to help inform their actions,

behaviours and decision-making processes that are

consistent with Serko’s Guiding Principles, strategic

objectives and legal and policy obligations. It covers

a range of matters, such as:

1. setting out Serko’s Guiding Principles, the details of

which are contained in our ESG Report and requires

that Serko people ensure their behaviour, decisions

and actions are guided by these principles;

2. specific requirements such as:

a. ensuring conflicts of interest are appropriately

managed and do not interfere with Serko’s

best interests;

b. not accepting gifts or personal benefits that may

compromise or influence business decisions;

c. using Serko property and information for

legitimate and authorised purposes;

d. maintaining security and confidentiality of

information entrusted to employees in their roles;

and

e. r equiring Serko people to be familiar with, and

comply with, all relevant laws and policies; and

3. highlighting mechanisms to report any potential or

actual breach of the Code of Ethics, including via its

Whistleblowing Policy.

The Board will be provided with timely information

relating to any material breaches of the Code of Ethics.

The Code of Ethics is available to all Serko people

via the Company’s intranet and is provided to all new

employees and directors. Onboarding training on the

Code of Ethics is incorporated as part of the induction

process for new employees. Regular training for existing

Serko people is also incorporated into our ongoing

compliance training schedule.

61

CorPoratE goVErnanCE statEmEnt

Whistleblowing Policy
A stand-alone Whistleblowing Policy, which is overseen

and monitored by the Board, exists to support the

application of the Code of Ethics and defines the

process for raising serious wrongdoings within

Serko. It forms part of a broader ‘See Something, Say

Something’ approach at Serko, designed to provide

different mechanisms and channels to raise concerns,

both formal and informal.

Under the Whistleblowing Policy, employees may

choose to raise concerns with managers or members

of the Executive Team, but they can also raise concerns

and report serious wrongdoings via an independent

external whistleblower hotline. A designated email

address, accessible only by non-executive directors, is

also available for staff to confidentially raise concerns.

The Audit, Risk and Sustainability Committee is

informed of all material incidents under this policy.

Other ethical standards and policies

In addition, Serko also has the following ethical

standards and policies in place:

1.

Anti-Bribery and Corruption Policy: Serko takes a

zero-tolerance approach to bribery and corruption and

is committed to acting professionally, fairly and with

integrity in all business dealings and relationships.

This policy sets out our responsibilities, and the

responsibilities of those working for and on our

behalf, in observing and upholding our requirements

on bribery and corruption, the giving or acceptance of

gifts and dealing with government officials.

2.

Modern Slavery Statement and Modern Slavery

Policy: Serko’s Modern Slavery Statement is reviewed

and updated annually and outlines Serko’s current

position in relation to modern slavery risk, the steps

taken and the planned future actions to identify and

address the risks of slavery and human trafficking

across our business operations and supply chains.

Serko’s Modern Slavery Policy is reviewed biennially

and outlines our commitment to identifying and

addressing the risks of slavery and human trafficking

across our business operations and supply chains.

The risk of modern slavery to Serko is considered

low because of our direct operations, value chain,

the type of business we operate and the regions

we operate in.

3.

Business Partner Code of Conduct: Serko’s Business

Partner Code of Conduct is designed to communicate

Serko’s expectations in relation to ethical and other

behaviours to our partners. For more information

about the work that is being completed in these

areas, including Serko’s Business Partner Code

of Conduct, supply chain initiatives and partner

screening, please refer to the ‘Social’ section of our

ESG Report, available at serko.com/investors.

Securities Trading Policy

We are committed to complying with legal and statutory

requirements to ensure that directors and employees

do not trade Serko securities while in possession of

inside information.

Serko’s Securities Trading Policy applies to all

directors, employees and contractors of Serko and its

subsidiaries. The policy seeks to ensure that those

subject to the policy do not trade in Serko securities

if they hold undisclosed price-sensitive information.

The policy sets out additional rules, including the

requirement to seek Company consent before trading

and prescribes certain black-out periods when trading is

prohibited.

Compliance with the Securities Trading Policy

is monitored through a consent process and via

notification by Serko’s share registrar when any director

or senior manager trades in Serko securities. All trading

by directors and senior managers (as defined by the

Financial Markets Conduct Act 2013) is required to

be reported to NZX (and ASX) and recorded in Serko’s

securities trading registers. Regular securities trading

training is provided to all Serko people, along with

targeted internal communications.

62

The Board
The Board is elected by shareholders to govern Serko in the interests of its shareholders and to protect and enhance

the value of Serko’s assets. The Board is responsible for corporate governance and Serko’s overall strategic direction

and is the overall and final body responsible for all decision-making within Serko. The Board Charter describes the

Board’s roles and responsibilities and regulates internal Board procedures.

Our Board – Diversity, size and composition

The directors of Serko’s Board, as at the date of this Annual Report, are set out on pages 18 – 19. Clyde McConaghy

has confirmed that he will not be standing for re-election as a director at the 2025 Annual Shareholders Meeting.

Having served as a non-executive director on Serko’s Board since the Company was listed on the NZX in 2014, with

appointments of Chair of the Audit and Risk Committee from 2014 to 2021 and Chair of the People, Remuneration and

Culture Committee since 2021, Clyde has made a significant contribution to Serko’s success.  

A brief profile, including the experience of each director, can be found on pages 18 – 19 of this Annual Report.

Serko is proud to have a Māori co-founder who sits on the Board as an executive director, along with two female

directors, including the Chair.

The Board is responsible for making recommendations relating to the Board’s size and composition, in accordance

with the limitations prescribed by the NZX Listing Rules and the provisions of Serko’s Constitution and Board Charter.

Tenure

Director 2007200820092010201120122013201420152016201720182019202020212022202320242025

Darrin Grafton

Bob Shaw

Claudia Batten

Clyde McConaghy

Jan Dawson

Sean Gourley


* Serko was founded in 2007.

As at 31 March 2025, the average tenure of non-executive directors is almost seven years and the average tenure of all

directors is 10.5 years. This includes Clyde McConaghy who is not standing for re-election as a director.

Board gender mix

all directors67%33%

no n-executive directors50%50%

18 yrs (co-founder)

18 yrs (co-founder)

11 yrs (since IPO)

11 yrs (since IPO)

4 yrs

1yr

63

CorPoratE goVErnanCE statEmEnt

Board skills matrix
The Board regularly reviews its skills matrix as part of its succession planning and considers the appropriate mix of

skills required to govern Serko as its strategy evolves and Serko expands internationally. For FY25, the skills matrix

has been reviewed and updated in light of changes to the nature of Serko’s business and the rapid technological

advances in Serko’s operating environment.

The Board assessed the skills of its directors and reviewed the Board’s skills matrix. A summary of this matrix is set

out below.

Skill category Director capability

Travel industry knowledge

Experience in the travel industry, including knowledge of travel trends,

customer needs and industry specific challenges and opportunities.

Technology, AI and innovation

Expertise in the development and implementation of travel technology

solutions, including software, platforms and innovative tools such as

AI that enhance the travel experience.

Cyber security and data governance

Expertise in data collection, processing, analysis and protection,

including best practice for cyber security, the application of data in

AI and to derive insights and drive decision-making.

Digital product lifecycle management

Experience in managing and marketing digital products, including

understanding technology trends, user experience and the software

value chain.

Global market expansion

Experience in expanding into international markets, including direct sales,

market entry strategies and customer channel management.

Strategy

Expertise in corporate strategy, business development, strategic reviews,

mergers and acquisitions and forming strategic partnerships.

Executive leadership

Experience as a senior executive in a large organisation or public company.

Financial acumen

Significant experience in finance, accounting, tax management, capital

markets, banking and investor relations, particularly within a public company.

Governance, sustainability and risk

Depth of experience in governance (including on public company boards),

investor engagement, sustainability and risk, including oversight of climate

risks / opportunities.

Organisation, culture and change

Expertise in human resources, including remuneration, retention, workforce

planning, talent management, organisational change and fostering a positive

organisation culture.

Capability

Low to Medium capability High to Very High capability

64

Key capabilities
Claudia Batten, BCom, LLB (hons)

Technology and Innovation, Global

Market Expansion, Strategy, Governance,

Sustainability and Risk

Clyde mcConaghy, BBus, mBa

Global Market Expansion, Strategy,

Financial Acumen, Governance

Bob shaw

Technology and Innovation, Strategy,

Travel Industry Knowledge, Global Market

Expansion

se an gourley, Phd (Physics), mPhys

Technology and AI, Cyber Security and

Data Governance, Strategy, Governance

da rrin grafton

Travel Industry Knowledge, Strategy,

Technology and Innovation, Digital

Product Lifecycle Management

Jan dawson, BCom

Financial Acumen, Governance,

Sustainability and Risk, Strategy,

Executive Leadership

Board appointments, training

and evaluation

The Board is responsible for the nomination and

appointment of directors to the Board. The Board

Charter sets out the process of nomination and

appointment of directors to the Board.

The Board will regularly review the structure, size

and composition (including the skills, knowledge and

experience) of the Board and formulate succession

plans, taking into account the challenges and

opportunities facing the Company and the skills and

expertise required on the Board in the future to ensure

that the Board has the appropriate balance of skills,

knowledge, experience, independence and diversity to

enable it to discharge its duties and responsibilities

effectively. The Board will identify external candidates

to fill Board vacancies as and when they arise.

When considering candidates to act as a director,

the Board will consider factors it deems appropriate,

including the candidate’s background, experience

and qualifications. Serko undertakes appropriate

‘fit and proper’ background checks before appointing

a director or putting forward any candidate for election

as a director.

The procedure for the appointment and removal of

directors is ultimately governed by Serko’s Constitution

and the NZX Listing Rules. All directors are elected by

Serko’s shareholders (other than directors appointed by

the Board, who must retire and stand for election at the

next meeting of shareholders). Directors are subject to

the rotation requirements set out in the NZX Listing Rules.

At the time of appointment, each new director signs

a comprehensive letter of appointment, setting out

the terms of their appointment, including duties and

expectations in the role. Each director receives the Code

of Ethics, and other related governance documents,

policies and procedures, and is introduced to the

business through a tailored induction programme.

All directors are regularly updated on relevant industry

and Company issues and are expected to undertake

training to remain current on how best to perform their

duties as directors of Serko. All directors have access

to senior management to discuss issues or obtain

information on specific areas or items to be considered

at Board meetings and each director actively utilises this

access to support the Company and its Executive Team.

The Board and Board Committees and each director

have the right to seek independent professional advice,

at Serko’s expense, to assist them in carrying out their

responsibilities.

Evaluation of the performance of the Board and its

Committees is regularly undertaken. A performance

review of the Board (individually and collectively)

was carried out by the Chair of the Board for FY25.

Each Committee’s performance is also reviewed by

the Board on an annual basis against its Charter.

65

CorPoratE goVErnanCE statEmEnt

Four of Serko’s six directors (Claudia Batten (Chair),
Jan Dawson, Clyde McConaghy and Sean Gourley) are

considered by the Board to be independent directors

for the purposes of the NZX Listing Rules and against

the criteria set out in the NZX Code and in the Board

Charter. This determination has been made on the basis

that these directors are non-executive directors who

are not substantial shareholders and who are free of

any interest, business or other relationship that would

materially interfere with or could reasonably be seen to

materially interfere with, the independent exercise of

their judgement.

In making this determination, the Board has specifically

considered the tenure of Claudia Batten and Clyde

McConaghy on their ability to bring an independent view

to decisions in relation to Serko. The Board considers

that both directors continue to bring independence

of judgement when carrying out their director duties.

Of relevance to this determination is the fact that

Claudia was not appointed as Chair of the Board until

2020 and that the roles of Chair of the Committees

were rotated during their tenure.

Independence of directors

The Board will review any determination it makes

on a director’s independence on becoming aware of

any new information that may affect that director’s

independence. For this purpose, the directors are

required to ensure they immediately advise Serko of

any new or changed relationship that may affect their

independence or result in a conflict of interest.

The Board considers the roles of the Chair and the

CEO should remain separate. The current Chair has

been elected by the Board from the independent

directors, in accordance with the terms of the Board

Charter. The Chair’s role is to manage and provide

leadership to the Board and to facilitate the Board’s

interface with the CEO.

Conflicts of Interest

The Board is conscious of its obligations to ensure

that directors avoid conflicts of interest (both real and

perceived) between their duty to Serko and their own

interests. The Board Charter outlines the Board’s policy

on conflicts of interest. Serko maintains an Interests

Register in which relevant disclosures of interest and

securities dealings by the directors are recorded. In

addition, the Board has developed a charter to govern

the establishment and functioning of an independent

committee to be formed, when required, to respond

to activity determined to cause some directors to be

conflicted. The independent committee is not

a standing committee of the Board.

Company Secretary

The Company Secretary is responsible for supporting

the effectiveness of the Board by ensuring that

its policies and procedures are followed and for

coordinating the completion and dispatch of the

Board agendas and papers. The Company Secretary is

directly accountable to the Board, via the Chair, on all

governance matters.

Independence

4x independent directors

2x non-independent directors

66

Inclusion and diversity
Serko has an Inclusion and Diversity Policy that reflects its commitment to achieving

diversity in skills, attributes and experience of our directors, Executive Team and

employees across a broad range of criteria (including, but not limited to, culture, gender

and age). The Board is responsible for overseeing and implementing the Inclusion and

Diversity Policy, but has delegated to the People, Remuneration and Culture Committee

the responsibility to develop and to recommend to the Board measurable objectives for

achieving the principles set out in the policy.

The Board is responsible for assessing Serko’s progress on an annual basis towards

achieving the objectives. The Board has evaluated Serko’s progress towards achieving

the principles set out in the Inclusion and Diversity Policy and determined that progress

towards achieving the measurable objectives and other initiatives is appropriate.

Serko’s performance against its measurable objectives, including relevant FY25

achievements, is set out in our ESG Report.

As at 31 March 2025, the gender split across Serko’s Board and Executive Team was

as follows:

Board and Executive Team

20252024

FemaleMaleNon BinaryFemaleMaleNon Binary

Directors2 (33%)4 (67%)02 (33%)4 (67%)0

Executive Team * 2 (29%)5 (71%)02 (29%)5 (71%)0


* Ex ecutive Team comprises the Chief Executive Officer and direct reports to the Chief Executive Officer

and corresponds to ‘Officers’ as defined under Listing Rule 3.8.1(c). The Chief Executive Officer

and Chief Strategy Officer are included in both the number of directors and Executive Team reported.

67

CorPoratE goVErnanCE statEmEnt

Board committees focus on specific areas of
governance, enhancing the efficiency and effectiveness

of the operation of the Board. However, the Board

retains ultimate responsibility for the functions of its

committees and determines each committee’s roles

and responsibilities.

The current standing committees of the Board are:

1. Audit, Risk and Sustainability Committee; and

2. People, Remuneration and Culture Committee.

Details of the roles and responsibilities of these

Committees are described in their respective Charters

and are summarised below.

The Board has determined that the whole Board will

carry out the functions of a nomination committee.

As at the date of this report, the Board has determined

that no other standing committees are required.

Audit, Risk and Sustainability

Committee

The Audit, Risk and Sustainability Committee advises

and provides assurance to the Board, to enable the

Board to fulfil its oversight responsibilities relating

to Serko’s risk management and internal control

framework, the integrity of its financial reporting, its

auditing processes and sustainability matters (including

management and monitoring of climate-related risks

and opportunities). In carrying out its risk management

functions, the Committee is specifically responsible

for oversight of information security risk practices. The

Committee receives regular updates from Serko’s Chief

Information Security Officer on information security

threats, risks and mitigation plans.

Under the Audit, Risk and Sustainability Committee

Charter, the Committee must be comprised of a

minimum of three members who are each non-executive

directors, the majority of whom are also independent

directors and at least one independent director with

an adequate accounting or financial background.

Further, the Chair of the Committee is required to be

independent and not also be the Chair of the Board. The

Chair of the Committee is not permitted to have been

an audit partner or senior manager at Serko’s external

audit firm within the past three years. The current

members of the Committee are Jan Dawson (Chair),

Clyde McConaghy, Claudia Batten and Sean Gourley,

all of whom are independent, non-executive directors.

Their qualifications and experience are set out on pages

18 – 19 of this Annual Report. Jan Dawson is both an

independent director and a financial expert.

People, Remuneration and

Culture Committee

The People, Remuneration and Culture Committee

oversees remuneration and people-related policies and

practices, executive succession planning and culture

and employee wellbeing. The Committee is responsible

for monitoring and evaluating Serko’s performance with

respect to its Inclusion and Diversity Policy.

Under the People, Remuneration and Culture

Committee Charter, the Committee must be comprised

of a minimum of three members, all of whom are

independent directors. The Chair of the Committee

is required to be independent and may not also be

the Chair of the Board. The current members of the

Committee are Clyde McConaghy (Chair), Jan Dawson

and Claudia Batten, all of whom are independent,

non-executive directors. Sean Gourley will be

appointed to replace Clyde McConaghy as the Chair

of the People, Remuneration and Culture Committee

following Mr McConaghy’s retirement at the 2025

Annual Shareholders Meeting. Their qualifications and

experience are set out on pages 18 – 19 of this

Annual Report.

Ad hoc committees

From time to time, the Board may establish an ad hoc

committee to deal with a particular issue that requires

specialised knowledge and experience.

During FY25, the Technology Advisory Committee

assisted the Board in its oversight of Serko’s technology

strategy and the use of technology in executing Serko’s

overall business strategy during the financial year.

This Committee was dissolved at the end of the

financial year as the Board has determined there is

sufficient technology capability on the Board.

Board Committees

68

Board and Committee attendance
The directors’ attendance at FY25 Board and Committee meetings is set out in the table below.

Directors also met for several additional special meetings during the financial year to undertake specific planning for

the business outside of scheduled Board and Committee meetings. Employees only attend meetings by invitation of

the Board or Committee.

Director attendance Board

Audit, Risk and

Sustainability Committee

People, Remuneration

and Culture Committee

Claudia Batten 12/124/4 4/4

Jan Dawson11/124/44/4

Sean Gourley 12/123/4***

Darrin Grafton12/12****

Clyde McConaghy12/121/44/4

Bob Shaw 12/12****

* Appointed  to the Audit, Risk and Sustainability Committee on 1 July 2024.

** Indicates the director is not a member of the Committee (although they may have been in attendance for these meetings).

69

CorPoratE goVErnanCE statEmEnt

Reporting and disclosure
Serko is committed to promoting investor confidence

by ensuring that the trading of Serko shares occurs in

an efficient, competitive and well-informed market.

The Board is tasked with ensuring the integrity of

financial and non-financial reporting to shareholders.

Market Disclosure Policy

Our Market Disclosure Policy guides Serko’s compliance

with the continuous disclosure requirements of the

NZX Main Board. In addition, directors and management

consider at each Board meeting whether there are

any issues that have arisen that require disclosure to

the market.

Under this policy a Disclosure Committee is established

whose role it is to determine whether information

is ‘material information’ and whether the material

information is required to be released to the NZX and

ASX. The Disclosure Committee comprises the Board

Chair, the Audit, Risk and Sustainability Committee

Chair, the Chief Executive Officer and the Disclosure

Officers, being the Chief Financial Officer and the

General Counsel (or their respective nominee).

The Disclosure Officers are responsible for

administering the policy.

Charters and policies

Key corporate governance documents referred to

in this Corporate Governance Statement, including

policies and charters, are available on our website:

serko.com/investors.

Financial reporting

The Board is responsible for overseeing the integrity of

Serko’s accounting and corporate reporting systems,

including the preparation of the financial statements.

As part of this process, the Chief Executive Officer

and the Chief Financial Officer are required to state in

writing to the Board that, to the best of their knowledge,

Serko’s financial records are properly maintained and

the financial reports:

• present a true and fair view of Serko’s financial

condition and operational results;

• are prepared in accordance with the relevant

accounting standards; and

• are founded on a sound system of risk management

and internal control that is operating effectively.

The Board is committed to reporting Serko’s financial

reports in a manner that is balanced, clear and

objective, in accordance with relevant financial

standards. The FY25 full-year financial statements are

set out from page 22 of this Annual Report.

Non-financial reporting

Serko’s Annual Report and ESG Report provide

information about how Serko is performing on various

non-financial matters, including environmental, social

and governance (ESG) matters.

In its ESG Report, Serko sets out its approach

and commitment to sustainability, aligning its

ESG priority areas with the United Nations (UN)

Sustainable Development Goals (SDGs) — a set

of global sustainability initiatives set by the UN.

A copy of the ESG Report is available on our website:

serko.com/investors.

Climate reporting

Serko is a climate-reporting entity under the Financial

Markets Conduct Act 2013 and accordingly publishes

mandatory climate-related disclosures. This covers

progress during the FY25 financial period and in

compliance with the Aotearoa New Zealand Climate

Standards issued by the External Reporting Board

(climate standards). We have also published our FY25

GHG (greenhouse gas) emissions inventory, which

has been subject to a limited assurance engagement

by Deloitte. These disclosures, including the GHG

emissions inventory, are set out in our ESG Report which

is available on our website: serko.com/investors.

Remuneration

Serko is committed to remunerating its non-executive

directors, executive directors and employees fairly,

transparently and reasonably. Serko’s Remuneration

Policy and our remuneration practices are detailed in

the Remuneration Report set out from page 89 of this

Annual Report.  

70

Risk management
Serko is committed to proactively and consistently

managing risk to:

• enhance and protect Serko’s value by delivering

on our commitments and meeting stakeholders’

expectations;

• allow Serko to pursue opportunities in an informed

way and aligned with the Board’s risk appetite; and

• ensure a safe and secure environment for our people,

partners and customers.

Risk Management Framework

Serko’s risk management programme, is operated in

accordance with its Managing Risk Policy and Risk

Management Framework (Framework). The Framework:

• articulates Serko’s process to identify, assess, control,

monitor and report on risks that may affect the ability

to achieve objectives; and

• covers financial and non-financial risks, as well as

those related to internal compliance systems.

On an annual basis Serko’s Board reviews and approves

the risk appetite categories, target levels and appetite

statements under the Framework.  

Serko’s management is responsible for developing

mitigation strategies to manage risks within the Board’s

defined risk appetite and tolerance levels. An extensive

risk register is maintained by management with ongoing

monitoring and review of all risks identified.

If a business risk becomes a Top Risk, additional

reporting and oversight is required. A Top Risk is a

business risk that has been identified and assessed as

having a critical or high residual rating. The Audit, Risk

and Sustainability Committee can use their discretion

and add a lower-rated risk to the Top Risk group should

they believe visibility at Committee level is required.

In its oversight function, the Audit, Risk and

Sustainability Committee receives risk reports at

each meeting, covering Serko’s Top Risks, monitoring

results and trends, mitigation strategies, action plans

and updates on the ongoing programme of work. This

Committee reports back to the Board following each

meeting, with the Board also having access to the

Committee minutes.

Additional reporting on information security risk is

provided to the Board monthly, covering progress

on the security programme, key monitoring metrics

and insights.

71

CorPoratE goVErnanCE statEmEnt

Summary of Serko’s Top Risks
The table below includes Serko’s Top Risks together with our climate related and health and safety business risks.

RiskDescriptionPrincipal mitigants

Booking for

Business

Growth

Investment in product development,

experimentation and initiatives for

Booking for Business may not deliver

expected growth metrics.

• Significant, targeted investment in technology and talent for key roles.

• Processes in place for monitoring and responding to competitive threats.

• Continued development of strategic partnerships.

• Development and implementation of a strong Booking.com for Business

Roadmap with comprehensive governance processes in place and

ongoing experimentation to guide innovation, product development

and decision-making.

Product

Market Fit

Inability to meet market demands

and delays in product delivery could

undermine our competitive advantage

and agility resulting in potential loss

of market share and diminished return

on investment.

• Ongoing market analysis with our partners — what do our customers want

and need (most recently with The state of AI in corporate travel 2025).

• Ongoing customer feedback built into our product roadmap.

• Continuous improvement of product health through monitoring.

• Use of strategic partners to validate market insights and product

development.

Market

Competition

Failure to retain and win customers

due to highly competitive market

with new and existing competitors

that offer evolving product and

technologies (including AI).

• Sales and marketing activity focused on customer retention and new direct

customer acquisition.

• Pursue global reseller relationships in new geographies to reduce

concentration risk, with continued investment in direct go-to-market sales.

• Channel partner programme to support sales and operational enablement

with a strong focus on reseller partnerships.

• Market monitoring for disrupters, new entrants and technological

advancements and innovation.

Business

Travel

Downturn

Sudden and prolonged downturn in

demand for business travel due to

macroeconomic conditions, natural

disasters, pandemics, extreme

weather events, breakdown in critical

infrastructure or geopolitical events.

• Alternative operating models in place targeting different traveller types,

across multiple markets.

• Monitoring key trends in global and regional travel.

• Maintaining sufficient capital reserves.

Data

Protection

and Privacy

Privacy practices do not meet

legal requirements or contractual

commitments resulting in

unauthorised collection, use,

disclosure, modification, destruction

or storage of personal information.

• Dedicated Privacy Officer responsible for annual privacy programme. 

• Onboarding and ongoing mandatory training of all Serko employees

and contractors.

• Data Governance Group and Data Steering Committee established

with privacy and legal representation to oversee data analytics and

experimentation activities.

• AI governance framework established to include privacy oversight of

the implementation and use of AI tools under Serko’s AI Adoption Policy.

• Data minimisation programme operating in conjunction with Serko’s

Data Retention Policy and Schedules.

• Privacy review of all contractual commitments involving personal data. 

• Privacy considerations incorporated into incident management policies

and practices.

72

RiskDescriptionPrincipal mitigants
Cyber

Security

Data is stolen, accessed, acquired,

shared, exposed or disclosed

without authorisation due to

security practices failure.

• Serko Platform modernisation and investment programme.

• Onboarding and ongoing mandatory training of all Serko employees

and contractors.

• Business resilience planning and incident management with robust

security practices and procedures across Serko.

• Internal security ‘Community of Practice’ championing secure development

practices and cross-Company awareness training.

• Platform security and vulnerability management processes with

independent and regular audits, assurance and testing (examples,

but not limited to, annual Payment Card Industry (PCI) audit, SOC2 audit).

Platform

Performance

Serko’s platforms, products or

technical systems may fail to

meet customer and stakeholder

(including regulatory) expectations

due to friction in the user experience,

performance, system reliability and

uptime.

• Comprehensive service observability, including dedicated observability

and alerting personnel and tooling.

• Serko platform modernisation and investment programme.

• Investment in incident management processes, training and tooling.

• 24/7/365 on-call programme with technical specialists and escalation

policies covering global system availability.

• Independent and regular audits, assurance and testing

(eg, SOC2, PCI audits).

GetThere

Integration

Failure to deliver on post-merger

integration milestones and key

deliverables.

• Board and Executive Team oversight of integration activities, taking

a risk-based approach with frequent risk reporting.

• Board and Executive Team performance reporting.

• Integration team dedicated to business integration activities.

Foreign

Exchange

Rate

Fluctuations in currency exchange

rates will impact our reported financial

performance.

• Serko sets forward exchange contracts to protect future short term

cash flows from fluctuations in FX rates. Contracts are denominated

in currencies Serko received revenue in, but does not have substantial

expenditure (EUR & AUD).

• Board approved Treasury Policy which sets the guidelines for the level

of contracts to be entered.

• Board reporting on key FX rates (USD & EUR) are reported frequently

with a recommendation on any actions to consider from the

Chief Financial Officer.

Summary of Serko’s Top Risks (continued)

The table below includes Serko’s Top Risks together with our climate related and health and safety business risks.

73

CorPoratE goVErnanCE statEmEnt

RiskDescriptionPrincipal mitigants
Health and

Safety

Failure to maintain a safe and

healthy work environment may lead

to increased workplace injuries,

decreased productivity and potential

legal liabilities due to inadequate risk

management practices.

• Dedicated programmes to support employee wellbeing, including flexible

work arrangements and wellness.

• Bi-monthly pulse and listening surveys.

• Management awareness and Committee reporting ensuring all practical

steps to minimise risk are taken.

Climate-

related risks

Serko’s climate-related risks and

opportunities are included in the ESG

Report. The risks identified include

inability to meet customer demand,

price increases and supply chain

disruption.

• Detailed climate-related risk and opportunity analysis completed and

carbon emissions inventory to inform opportunities to reduce Serko’s

carbon footprint over time.

• Further detail regarding how Serko approaches and manages climate-

related risks and opportunities is set out in our Mandatory Climate

Disclosures, which are available in our ESG Report.

Summary of Serko’s Top Risks (continued)

The table below includes Serko’s Top Risks together with our climate related and health and safety business risks.

74

External auditor independence
Serko has an External Audit Independence Policy that

requires, and sets out the criteria for, the external

auditor to be independent. The policy recognises the

importance of the Board’s role in facilitating frank

dialogue among the Audit, Risk and Sustainability

Committee, the auditor and management.

The policy prescribes the services that can and cannot

be undertaken by the external auditor, which are

designed to ensure that services provided by Serko’s

external auditor are not perceived as conflicting with its

independent role.

The policy requires that the key audit partner is changed

at least every five years so that no such persons shall

be engaged in an audit of Serko for more than five

consecutive years. In addition, there must be three

years between the rotation of an audit partner and that

partner’s next engagement by Serko. In accordance

with this policy, and the NZX Listing Rules, the key audit

partner rotated at the end of the FY22 audit. Serko last

changed its audit firm in 2017.

The Audit, Risk and Sustainability Committee Charter

requires the Committee to facilitate the continuing

independence of the external auditor by assessing

the external auditor’s independence and qualifications

and overseeing and monitoring its performance. This

involves monitoring all aspects of the external audit,

including the appointment of the auditor, the nature and

scope of its audit and reviewing the auditor’s service

delivery plan. In carrying out these responsibilities,

the Audit, Risk and Sustainability Committee meets

regularly with the auditor without executive directors

or management present, and the key audit partner has

direct contact with the Chair of the Audit, Risk and

Sustainability Committee.

The auditor is restricted in the non-audit work it may

perform, as detailed in the policy. For further details

on the audit fees paid and work undertaken during

the period, refer to our FY25 Financial Statements

contained in this Annual Report. The Audit, Risk and

Sustainability Committee regularly monitors the ratio of

fees for audit to non-audit work.

The lead audit partner will be present at Serko’s Annual

Shareholders Meeting to answer questions from

shareholders in relation to the audit.

Internal audit

Serko does not have a dedicated internal audit function.

Instead, internal controls are managed on a day-to-day

basis predominantly by the finance, legal, compliance

and security teams. Compliance with certain internal

controls is reviewed annually by Serko’s external auditor.

The Board, finance, legal, compliance and security

teams regularly consider how Serko can improve its

internal assurance and risk management practices

during Serko’s annual governance review, quarterly risk

reviews, preparation of interim and full-year financial

statements and following Serko’s annual financial audit.

The Audit, Risk and Sustainability Committee oversees

these reviews and the controls Serko has in place to

manage risk.

Auditors

75

CorPoratE goVErnanCE statEmEnt

Information for shareholders
Serko is committed to maintaining a full and open

dialogue with our shareholders (and other interested

stakeholders) and we have in place an investor

relations programme to facilitate effective two-way

communications with shareholders. The aim of Serko’s

investor relations and communications programme

is to provide shareholders with information about

Serko and to enable them to actively engage with

Serko and exercise their rights as shareholders in

an informed manner. We facilitate communications

with shareholders through written and electronic

communications and by facilitating shareholder access

to directors, management and Serko’s auditor.

We provide shareholders with communications through

the following channels:

• the investor section of Serko’s website;

• full-year reporting and half-year results;

• the Annual Shareholders Meeting;

• regular disclosures on Serko’s performance and news

via stock exchange online disclosure platforms;

• disclosure of presentations provided to analysts and

investors during regular briefings; and

• Serko’s Investor Day held with significant investors.

Serko’s website is an important part of Serko’s

shareholder communications strategy. Included on

the website is a range of information relevant to

shareholders and others concerning the operation

of Serko. Serko has published on its website this

Corporate Governance Statement, which outlines

our governance practices, as well as our ESG Report,

predominantly focused on climate-related disclosures

and our social responsibility practices.

Shareholders may, at any time, direct questions

or requests for information to directors or

management through Serko’s website or by

emailing investor.relations@serko.com.

We provide shareholders with the option to receive

communications from, and send communications

to, Serko and its share registrar electronically.

The majority of Serko shareholders have elected

to receive electronic communications.

Shareholder protections and

voting rights

All ordinary shares on issue have the same voting rights,

each conferring on the registered holder an equal right

to vote on any resolution at a meeting of shareholders.

In accordance with the Companies Act 1993, Serko’s

Constitution and the NZX Listing Rules, Serko refers

major decisions that may change the nature of Serko

to shareholders for approval.

Serko conducts voting at its shareholder meetings by

way of polls, reflecting the principle of one share, one

vote. Further information on shareholder voting rights

is set out in Serko’s Constitution.

Serko did not raise any capital during FY25.

Annual Shareholders Meeting

Serko’s 2025 Annual Shareholders Meeting will be

conducted as a hybrid meeting, enabling shareholders

to attend in person or participate in the meeting

virtually. A hybrid meeting is considered to provide

the broadest opportunity for shareholder engagement

with Serko.

Shareholders will be given an opportunity at the meeting

to ask questions and comment on relevant matters.

In addition, Serko’s lead audit partner from Deloitte will

attend the meeting and will be available to answer any

questions about the Audit Report.

Shareholder rights and relations

76

Director disclosures
Section 140 (1) of the Companies Act 1993 requires a director of a company to disclose certain interests.

Under subsection (2) a director can make disclosure by giving a general notice in writing to Serko of a position

held by a director in another named company or entity. The particulars included in Serko’s Interests Register as

at 31 March 2025 are set out in the table below:

1. Serko subsidiary as detailed on page 83.

DirectorEntityRelationship

Claudia BattenSerko Inc.

1


Vista Group Limited

Air New Zealand Limited

Wonderful Investments Limited

Michael Hill International Limited

Director

Director

Director

Director

Deputy Chair

Jan DawsonPort of Auckland Limited

Jan Dawson Limited

Accident Compensation Corporation

Director/Chair

Director

Director

Sean GourleyNilNil

Darrin GraftonFinancial Equities Limited

Grafton-Howe No.2 Trust

InterplX Inc.

1


Serko Australia Pty Ltd

1


Serko Inc.

1


Serko India Private Limited

1


Serko Investments Limited

1


Travelog World for Windows Pty. Limited

Director/Shareholder

Trustee/Beneficiary

Director

Director

Director

Director

Director

Director

Clyde McConaghyOptima Boards

Neuroscience Research Australia

Director

Director

Bob ShawFinancial Equities Limited

Ripon Trust

Serko Australia Pty Ltd

1


Serko India Private Limited

1


Travelog World for Windows Pty. Limited

Director/Shareholder

Trustee/Beneficiary

Director

Director

Director

77

CorPoratE goVErnanCE statEmEnt

1. As described in Serko’s FY22 ESG Report (available on the Investor Centre of Serko’s website), the Non-Executive Director Fixed Trading Plan
is now grandfathered.

2. RSUs are issued under the Serko Long Term Incentive Scheme, which, upon vesting, convert to ordinary shares in Serko Limited.

3. By virtue of Darrin Grafton’s personal relationship with the beneficial holder of these shares (Donna Bailey), he is implied to have the power to

exercise, or to control the exercise of, any right to vote attached to these shares.

4. Shares issued in lieu of cash in consideration for additional services as a non-executive director.

Shareholding

In accordance with section 148(2) of the Companies Act 1993, directors disclosed the following acquisitions or

disposals of relevant interests in Serko ordinary shares during the financial year ended 31 March 2025:

Nature of relevant interest

Number of

securities

acquired /

(disposed)

Consideration

paid /

received

Date of

acquisition

or disposal

Claudia

Batten

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(107.35)$359.642-Jul-24

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(126.10)$472.865-Nov-24

Registered holder and beneficial owner.6,185Nil

4

22-Nov-24

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(119.51)$431.164-Mar-25

Darrin

Grafton

Legal owner of unlisted RSUs.

2

Registered holder and beneficial owner of ordinary shares in

Serko Limited.

(74,866)

74,866

Nil/Services5-Jun-24

Indirect interest in RSUs

2

acquired through a personal relationship

with the registered holder.

Indirect interest in ordinary shares in Serko Limited acquired through

a personal relationship with the legal owner.

(1,721)

3

1,721

3

Nil/Services5-Jun-24

Indirect interest in RSUs

2

acquired through a personal relationship

with the registered holder.

2,129

3

Nil/Services20-Jun-24

Legal owner of unlisted RSUs.

2

168,269Nil/Services5-Jul-24

Clyde

McConaghy

Registered holder and beneficial owner of shares by virtue for Mr

McConaghy being the trustee (and beneficiary) of the Portofino

Trust.

6,185Nil

4

22-Nov-24

Bob

Shaw

Legal owner of unlisted RSUs.

2

Registered holder and beneficial owner of ordinary shares in

Serko Limited.

(47,050)

47,050

Nil/Services5-Jun-24

Legal owner of unlisted RSUs.

2

118,590Nil/Services5-Jul-24

Jan

Dawson

Registered holder and beneficial owner of shares by virtue for Janice

Dawson being a trustee (and beneficiary) of the Kinross Trust.

6,185Nil

4

22-Nov-24

Sean

Gourley

Registered holder and beneficial owner.6,185Nil

4

22-Nov-24

78

In accordance with the NZX Listing Rules, as at 31 March 2025, directors had a relevant interest (as defined in the
Financial Markets Conduct Act 2013) in Serko shares as follows:

1. 41,331.48 ordinary shares are held in custody pursuant to the now grandfathered, Serko Non-executive Director Fixed Trading Plan.

2. The r elevant interest includes: 10,884,629 ordinary shares held via a trust in which the director is a trustee and beneficiary; 339,743 ordinary shares

held directly; and an indirect interest in 1,233,385 ordinary shares by virtue of a personal relationship with the beneficial holder of these shares. Darrin

Grafton is also the registered holder and beneficial owner of 272,394 unlisted RSUs (which includes 100,961 performance RSUs) allocated pursuant

to the Serko Employee Incentive Share Scheme and the Serko ELTI Scheme and has an indirect interest in 4,441 unlisted RSUs by virtue of a personal

relationship with the beneficial owner.

3. The r elevant interest includes: 9,151,250 shares held via a trust in which the director is a trustee and beneficiary and 178,877 ordinary shares held

directly. Bob Shaw is also the registered holder and beneficial owner of 186,557 unlisted RSUs (which includes 71,154 performance RSUs) allocated

pursuant to the Serko Employee Incentive Share Scheme.

4. The r elevant interest includes: 153,003 shares held via a trust in which the director is a trustee and beneficiary and 1,091 ordinary shares held directly.

5. 6,185 ordinary shares are held via a trust in which the director is a trustee and beneficiary.

6. Based on the number of shares on issue as at 31 March 2025: 123,126,367.

For the purposes of section 161 of the Companies Act 1993, the following entries were made in the Interests Register

in FY25 in relation to the payment of remuneration and other benefits to directors:

1. The shares were issued in lieu of cash at the election of each non-executive director.

For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register of the

Company and its subsidiaries in relation to insurance effected for directors and officers of Serko and its subsidiaries

in relation to any act or omission in their capacity as directors or officers and in relation to a general deed of

indemnity entered into by the Company for the benefit of the directors of Serko and its subsidiary companies and

certain officers.

There were no new entries made in the subsidiary Company Interests Registers during the financial reporting period.

NameRelevant interest%

6

Claudia Batten

1

130,970.480.11

Darrin Grafton

2

12,457,75710.12

Bob Shaw

3

9,330,1277.58

Clyde McConaghy

4

154,0940.13

Jan Dawson

5

6,1850.01

Sean Gourley6,1850.01

Date of entryDirectorParticulars of Board authorisation

22 July 2024Claudia Batten

Jan Dawson

Sean Gourley

Clyde McConaghy

Authorised the increase in the remuneration of the non-executive

directors in accordance with the fee policy set out in the Notice of

Meeting for the 2024 Annual Shareholders Meeting.

22 November 2024Claudia Batten

Jan Dawson

Sean Gourley

Clyde McConaghy

Authorised the allocation of ordinary shares to each non-executive

director as special fees to an equivalent value of A$20,000.

The shares were issued in consideration for the time and effort

devoted to the Company by the non-executive directors in overseeing

the ‘Project Grizzlies’ M&A activity.

1

79

CorPoratE goVErnanCE statEmEnt

Shareholding disclosures
As at 31 March 2025, there were 123,126,367 Serko ordinary shares on issue, each conferring on the registered holder

the right to vote on any resolution at a meeting of shareholders. These shares were held as follows:

1. Includes 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the now grandfathered

Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22. Restricted shares, when allocated, have voting rights

attached, which are exercised on behalf of a beneficial holder by the trustee at the direction of the beneficial holder.

As at 31 March 2025, the following securities were on issue:

• 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the

now grandfathered Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22;

• 14 participants holding a total of 60,208 options pursuant to the Serko (US) Share Incentive Plan; and

• 219 participants holding a total of 3,840,245 RSUs pursuant to the Serko Employee Long Term Incentive Scheme

(ANZ) and Serko Employee Share Incentive Plan (US).

Further information on these incentive plans is contained in the Notes to the financial statements and the

Remuneration Report included in this Annual Report.

Size of shareholdingNumber of holders%Number of ordinary shares%

1 - 1,0001,15245.93483,1550.39

1,001 - 5,00084433.652,053,3581.67

5,001 - 10,0002349.331,765,1711.43

10,001 - 50,0001957.784,253,9013.45

50,001 - 100,000371.482,592,5192.11

100,001 and over461.83111,978,26390.95

Total

1

100100

80

Top 20
Below are details of the 20 largest shareholders of Serko as at 31 March 2025:

ShareholderNumber of ordinary shares held%

1Tea Custodians Limited15,266,43812.40

2Darrin Grafton & Geoffrey Robertson Ashley Hosking10,884,6298.84

3Bnp Paribas Nominees NZ Limited Bpss409,629,9307.82

4Robert James Shaw & Michael John Moore9,151,2507.43

5Custodial Services Limited9,111,8457.40

6HSBC Nominees (New Zealand) Limited6,312,5135.13

7Premier Nominees Limited5,932,6104.82

8Coronado Pte Limited5,406,4314.39

9Accident Compensation Corporation5,346,4114.34

10New Zealand Superannuation Fund Nominees Limited4,519,4903.67

11Citibank Nominees (NZ) Ltd3,493,1172.84

12Forsyth Barr Custodians Limited2,865,1292.33

13New Zealand Depository Nominee2,376,1081.93

14JPMORGAN Chase Bank1,893,0381.54

15NZ Permanent Trustees Ltd Grp Invstmnt Fund No 201,633,1951.33

16Skip Enterprises Pty Limited1,527,9241.25

17Pt Booster Investments Nominees Limited1,380,9951.12

18Serko Trustee Limited1,263,8651.03

19Donna Bailey1,217,5940.99

20Premier Nominees Limited1,073,9340.87

81

CorPoratE goVErnanCE statEmEnt

Substantial product holders
According to Serko records and disclosures made to Serko under the Financial Markets Conduct Act 2013,

the following persons were substantial product holders as at 31 March 2025:

1. Geoffrey Hosking is a trustee of the Grafton-Howe No. 2 Family Trust, of which Darrin Grafton is a trustee and a beneficiary.

2. Michael Moore is a trustee of the Ripon Trust, of which Robert Shaw is a trustee and a beneficiary.

3. Based on last substantial product holder notice filed prior to 31 March 2025.

4. Based on Serko’s records and on the last substantial product holder notice filed prior to 31 March 2025.

5. Based on issued share capital of 123,126,367 as at 31 March 2025.

Substantial product holderNumber of ordinary shares in which

relevant interest is held

% of class held

at balance date

5

FirstCape Group Limited16,366,23913.292

Harbour Asset Management Limited15,897,904

3

12.912

Darrin Grafton12,457,757

4

10.118

Geoffrey Hosking

1

10,884,629

4

8.840

Fisher Funds Management Limited10,636,309

3

8.639

Bob Shaw9,330,127

4

7.578

Michael Moore

2

9,151,250

4

7.432

ANZ New Zealand Investments Limited6,353,4875.160

82

Subsidiary company directors
With the below exception, directors of Serko’s subsidiaries do not receive any remuneration or other benefits in respect

of their appointments. The remuneration and other benefits of any such directors who are employees of the Group

totalling $100,000 or more during the financial year ended 31 March 2025 are included in the relevant bandings for

remuneration disclosed on page 104 of this Annual Report.

During the financial year ended 31 March 2025, Yogita Chadha earned, and was paid, NZD $26,446 for her role as a

non-executive director of Serko India Private Limited.

The following persons held office as directors of subsidiary companies as at 31 March 2025:

1. Bob Shaw retired as a director in February 2025. Shane Sampson was appointed in the same month.

2. GetThere LLC does not have directors and is managed by its sole member, Serko Inc..

3. Claudia Batten is to be replaced by Shane Sampson in FY26.

4. Rob Wright retired as a Legal Representative in May 2025. Mark Xu was appointed in the same month.

5. Mark Xu retired as a Supervisor in May 2025. Shane Sampson was appointed in the same month.

6. Bob Shaw is to be replaced by Shane Sampson in FY26.

SubsidiaryJurisdictionDirectors

Serko Investments LimitedNew ZealandDarrin Grafton

Shane Sampson

1

Serko Trustee LimitedNew ZealandShane Sampson

Rachael Satherley

Serko Australia Pty LtdAustraliaDarrin Grafton

Bob Shaw

Murray Warner

GetThere LLC (US)United StatesNot applicable

2

Serko Inc.United StatesDarrin Grafton

Claudia Batten

3

InterplX, Inc.United StatesDarrin Grafton

Shane Sampson

Foshan Sige Information Technology

Limited

ChinaMark Xu (Legal Representative)

4


Shane Sampson (Supervisor)

5

Serko India Private LimitedIndiaDarrin Grafton

Bob Shaw

6


Yogita Chadha

83

CorPoratE goVErnanCE statEmEnt

Regulatory matters
No NZX waivers were granted or relied on by Serko

during the financial year.

Donations

Refer to the Notes to the Financial Statements for

any donations made via the Serko Group during FY25.

Serko does not make any political donations.

Credit rating

Serko does not presently have an external credit

rating status.

Registration as a foreign company

Serko is registered with the Australian Securities and

Investments Commission as a foreign company and

has been issued with the Australian Registered Body

Number of 611 613 980.

ASX disclosures

Serko holds a Foreign Exempt Listing on the ASX.

As a requirement of admission, Serko must make the

following disclosures:

• Serko’s place of incorporation is New Zealand; and

• Serko is not subject to Chapters 6, 6A, 6B and 6C of

the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial holdings

and takeovers).

Distributions / dividends

There were no dividends or distributions paid to

shareholders during the financial period. Dividends and

other distributions with respect to the shares are only

made at the discretion of the Serko Board. Serko is a

growth technology company and is not intending to pay

a dividend for FY25.

Takeover Response Guidelines

Serko’s Board reviewed and updated Takeover

Response Guidelines in 2024. The Guidelines set out

the procedure to be followed in the event there was a

‘control transaction’ (as defined under the NZX Code)

for Serko. The Guidelines include the procedure for any

communication between the Board, management and

the bidder, disclosure of an independent advisory report

to shareholders and establishment of an independent

committee.

Net tangible assets

Serko’s net tangible assets per share (excluding treasury

stock) as at 31 March 2025 was 57.03c.

84

85
CorPoratE goVErnanCE statEmEnt

Index
Relevant policies and charters are available at serko.com/investors

Principle / RecommendationSection of Report and page number

Principle 1 – Ethical standards

1.1 Code of EthicsCode of Ethics on page 61

1.2 Financial product dealing policySecurities Trading Policy on page 62

Principle 2 – Board Composition and Performance

2.1 Board CharterThe Board on page 63

2.2 Board appointment and nominationBoard appointments, training and evaluation on page 65

2.3 Director agreementsBoard appointments, training and evaluation on page 65

2.4 a. Director profilesOur Board of Directors on page 18 – 19

a. Director length of serviceTenure on page 63

a. Director ownership interestsShareholding on page 79

b. Director meeting attendanceBoard and Committee attendance on page 69

c. Director independenceIndependence of directors on page 66

2.5 Diversity policyInclusion and diversity on page 67

2.6 Director trainingBoard appointments, training and evaluation on page 65

2.7 Director performanceBoard appointments, training and evaluation on page 65

2.8 Majority independent directorsOur Board – Diversity, size and composition on page 66

2.9 Independent ChairIndependence of directors on page 66

2.10 Chair / CEO separationIndependence of directors on page 66

Principle 3 – Board Committees

3.1 A udit CommitteeAudit, Risk and Sustainability Committee on page 68

3.2 A ttendance at Audit CommitteeBoard and Committee attendance on page 69

3.3 Remuneration CommitteePeople, Remuneration and Culture Committee on page 68

3.5 Nomination CommitteeBoard Committees on page 68

3.6 Other standing committeesBoard Committees on page 68

3.7 T akeover protocolTakeover Response Guidelines on page 84

86

Principle / RecommendationSection of Report and page number
Principle 4 – reporting and disclosure

4.1 Continuous disclosure policyMarket Disclosure Policy on page 70

4.2 Code of ethics, charters and policies on websiteCharters and policies on page 70

4.3 Balanced, clear and objective financial reportingFinancial reporting on page 70

Financial Statements are contained from pages 22 – 59

4.4 Non-financial disclosureNon-financial reporting on page 70

ESG Report is available at serko.com/investors

Principle 5 – remuneration

5.1 Director remuneration policyRemuneration on page 70

Remuneration Report from page 89

5.2 Ex ecutive remuneration policyRemuneration on page 70

Remuneration Report from page 89

5.3 CEO remunerationRemuneration Report from page 89

Principle 6 – risk and management

6.1 Risk managementRisk Management from page 71

6.2 Health and safety risksRisk Management from page 71

Principle 7 – auditors

7.1 A udit frameworkExternal auditor’s independence on page 75

7.2 External auditor attends annual meetingAnnual Shareholders Meeting on page 76

7.3 Internal auditInternal audit on page 75

Principle 8 – shareholder rights and relations

8.1 Investor websiteInformation for shareholders on page 76

Investor information is available at serko.com/investors

8.2 Shareholder communicationsInformation for shareholders on page 76

8.3 Right to voteShareholder projections and voting rights on page 76

8.4 Pr o rata offersN/A during this reporting period

8.5 Notice of meetingAnnual Shareholders Meeting on page 76

87

CorPoratE goVErnanCE statEmEnt

88

Remuneration
Report

PRAC Committee Chair’s Letter90

Governance92

Remuneration strategy and framework93

Remuneration structure and policy94

Remuneration benchmarking94

CEO remuneration100

Employee remuneration104

Executive director remuneration106

Non-executive director remuneration107

89

rEmunEration rEPort

PRAC Committee Chair’s Letter
As Chair of Serko’s People, Remuneration

and Culture Committee (PRAC Committee),

I am pleased to present to you Serko’s

Remuneration Report, covering the financial

year ended 31 March 2025.

It has been a pivotal year for Serko as we finalised

the acquisition of GetThere and expanded our global

footprint and entry into new markets. We welcomed

new employees in India, Australia, the UK and the US

who joined Serko in early 2025. This is a positive step

for Serko increasing the diversity of experience and

capability of our people. We have ambitious plans to

further increase the size of our team in India over the

next few years as we build our Global Capability Centre

(GCC) in Bengaluru.

Serko continued to focus on our remuneration

practices I outlined last year to ensure they evolve

to support a global workforce.

• We have enhanced our performance management

practices by focusing on both the ‘what’ (goals,

KPIs, contributions) and the ‘how’ (embedding our

guiding principles, demonstration of capabilities)

in reviews. Group talent discussions with leaders

ensure consistent and aligned outcomes.

• We have improved our Gender Equity reporting

to reflect our growing global presence by moving

to a weighted average calculation methodology, so

we can more accurately track the impact of diversity

and pay practices by country and ensure equitable

hiring and equal pay for equal work.

• We have also developed a Global Reward Philosophy

to bring together our reward practices into a

digestible document for employees and leaders

to ensure transparency and clarity of how reward

operates globally at Serko.

• We are assessing sustainability as a concept for

inclusion in future measures for incentives. As we

work through integration and alignment, we will

consider how the inclusion of sustainability might be

incorporated into incentives in line with current trends

and regulations.

Organisational performance

Serko’s Key Performance Indicators (KPIs) continued

to focus on income generation, cost-efficiency, growing

both our managed and non-managed travel customers,

and continuing to embed a culture where the use of

data and AI is fundamental to how we operate.

The achievement against our Company scorecard this

year resulted in a 52% achievement, a lower figure than

we expected. Despite considerable progress across the

Company, the KPIs bore different weights (importance)

and the results fell short of expectation. Hence, our

reward outcomes for our Employee Incentive Share

Scheme (EISS) and Short-Term Incentive (STI) were in

line with this result. More details on the scorecard and

the outcomes are provided on page 99.

Non-executive director remuneration

An increase in the director fee pool to $650k AUD was

approved by Shareholders at the Annual Shareholders

Meeting in 2024. This increase ensures we remain

focused on our capacity to support the governance and

strategy that is necessary to compete in our sectors and

to attract and retain strong international director talent.

90

Clyde McConaghy
Chair • People, Remuneration

and Culture Committee

The Board approved a special fee of AUD $20,000 in

shares to each non-executive director to compensate

them for the significant additional work required for

the GetThere acquisition. This was funded from the

approved director fee pool. Details are provided in the

non-executive director remuneration section of the

report on pages 107 – 108.

Executive remuneration

We made our first grant to Executives under the new

Executive Long-Term Incentive (ELTI) scheme in FY25

that provides stronger alignment with shareholders

through an absolute shareholder return (aTSR) measure

with half the award based on results in the third year.

As a reminder, executives were no longer eligible for

the Serko Employee Incentive Share Scheme (EISS)

as a result. Details on how the ELTI operates is provided

on page 96 of this report.

The CEO’s base salary will have a nominal increase

of 2% for FY26. Instead of substantially increasing

the CEO’s base salary to align with market, the PRAC

Committee decided to increase the at-risk component

of the CEO’s package and consequently the FY25 LTI

grant will be increased from a target of 100% of base

salary to 200% of base salary under a special CEO

Long-Term Incentive (CLTI).

Under the CLTI, the CEO has more at-risk remuneration

to align performance to growth aspirations at Serko

that will drive shareholder value. This includes but

is not limited to the acquisition and integration of

the GetThere business. Further details on this are

included on page 96 of this Remuneration Report.

Remuneration outlook

The PRAC Committee’s focus for FY26 is to ensure

Serko’s remuneration practices evolve to support global

effectiveness as we scale. Our focus for FY26 is to:

1. refine our job architecture to ensure it supports

our growth and internal career progression;

2. align benefits to ensure global consistency where

practical, acknowledging local market practices and

requirements will mean this is not necessarily the

same across all countries;

3. implement a global sales incentive to deliver on

our growth ambitions with our US Sales team; and

4. further embed AI and data deeply into our

operations and as a core capability expectation.

The PRAC Committee regularly reviews our disclosures

against the NZX Corporate Governance Institute

Remuneration Reporting Template. We have enhanced

our disclosures to provide more transparency on

our Company scorecard that forms the basis of our

Company multiplier for incentive outcomes. This new

detail can be found on page 99 of this report.

As always, we are keen to maintain an open dialogue

with shareholders to understand their perspectives

on our remuneration practices. Should you have any

questions, you can contact the PRAC Committee

directly at RemChair@Serko.com.

91

rEmunEration rEPort

Governance
Serko’s People, Remuneration and Culture Committee

(PRAC Committee) is responsible for reviewing and

approving the Group’s remuneration principles and

framework and reviewing and approving the provision

of any significant employee benefits outside of

that framework. The PRAC Committee also reviews

and approves Serko’s Remuneration Policy. The

PRAC Committee is also accountable for ensuring

the remuneration framework is aligned with the

remuneration principles outlined on the following page.

The PRAC Committee operates under a written Charter,

which is available in our Investor Centre:

serko.com/investors.

The PRAC Committee makes recommendations

to the Board in relation to the remuneration of the

Chief Executive Officer (CEO) and the Company’s

broader Executive Team (in consultation with the

CEO). This includes recommendations related to

equity-based incentive schemes and the discretionary

annual incentive, including whether offers under the

incentive plans are made each year. They also make

recommendations regarding the fixed remuneration

pools for all Serko employees. Company-wide

performance measures and targets that relate

to incentives are reviewed annually by the PRAC

Committee and approved by the Board.

The Board retains ultimate responsibility for the

remuneration arrangements of the CEO in relation

to their terms of employment, remuneration and

participation in the Group’s incentive programmes,

including the setting and evaluating of performance

targets.

The current members of the PRAC Committee are:

• Clyde McConaghy (Chair);

• Jan Dawson; and

• Claudia Batten.

All members are independent, non-executive directors.

For more information on the roles and responsibilities

of the Board and the PRAC Committee with respect to

remuneration practices, as well as PRAC Committee

attendance, see our Corporate Governance Statement,

on page 68 – 89 of this Annual Report.

92

Remuneration strategy and framework
Serko’s Purpose is to bring people together. This Purpose is underpinned by our vision and mission, our Guiding

Principles and our strategic goals. Serko’s remuneration strategy and framework is designed to attract and retain

high-calibre talent who are empowered, motivated and driven to deliver against these strategic goals and OKRs

and ultimately create long-term shareholder value.

Serko’s Remuneration Policy outlines the following remuneration principles that apply to all employees, including

executives, which are underpinned by Serko’s Guiding Principles, to ensure remuneration practices at Serko are fair

and equitable and that reward is differentiated for higher individual and Company performance. This policy has a

separate section for the Executive Team and also outlines the treatment of non-executive director remuneration.

Each year, the PRAC Committee conducts a review of Serko’s Remuneration Policy to assess whether any changes

are required to ensure it continues to deliver a remuneration structure that is consistent with the policy principles.

To align further with the NZX Remuneration Reporting Template, the policy was amended to include a separate

section for the Executive Team.

Guiding

Principle

Remuneration

Principle

Principle

described

How it will show up in remuneration

Equitable

and unique

Equitable

outcomes

for all

• A fairness and equity lens are applied

to all remuneration decisions.

• Competitive in the technology sector.

sh are in

the success

Employees and

shareholders both

share in the success

of Serko

• Equity is a core component of our

remuneration packages.

• Company outcomes and individual

outcomes are aligned.

• Reward information is transparent.

si mple and

accessible

Simple and easy

to understand

• Rewards are easy to understand.

• Serko will continue to review and evolve

the reward offering based on market

and business context.

Boldly

perform

Bold and strong

performance is

rewarded

• Reward for achievement above target.

• Recognition for intelligent innovation.

• Build mastery and have an impact.

Be a good

human

Win

together

Boldly

go beyond

Dare to

simplify

93

rEmunEration rEPort

Remuneration structure and policy
Serko’s remuneration framework is applied to all

employees, including its Executive Team, which includes

the CEO and his direct reports. Its global banding

structure ensures roles are mapped into specific bands

with broadly equivalent work scope and complexity.

Pay ranges for each band are determined based on

local benchmarking of market rates.

Total remuneration at Serko includes a mix of fixed

remuneration and variable at-risk remuneration,

delivered via Serko’s incentive programmes. The

proportion of at-risk remuneration increases with the

seniority of employees. Variable at-risk components are

tied to the Company’s performance, as well as individual

performance. This approach is designed to support the

‘pay for performance’ policy and to ensure delivery of

shareholder value over both the short and long-term.

Company and individual short-term objectives are

agreed annually. The PRAC Committee reviews

performance against the Company’s objectives

following the release of the results for the first six

months of the financial year and again at the financial

year end.

Individual performance for employees is tracked

and assessed throughout the year via coaching and

continuous feedback sessions with managers.

A formal annual assessment of performance and

recommended remuneration and incentive outcomes

for each member of the Executive Team is completed

by the CEO. These are approved by the PRAC Committee

during the end-of-year review process. The performance

and remuneration of the CEO and Chief Strategy Officer

(CSO) is reviewed and approved by the Board annually,

following recommendation from the PRAC Committee.

A performance evaluation was undertaken in

accordance with this process for each member

of the Executive Team during the reporting period.

Remuneration benchmarking

The PRAC Committee reviews market benchmarking

for Serko’s pay bands for employees and key roles,

including executives on a regular basis to ensure trends

in the market are tracked and identified and can be

responded to accordingly.

In FY25, the Board did not engage any external

independent remuneration consultants for bespoke

executive benchmarking.

Serko continues to use technology specific market

data through Radford (a global remuneration

consultancy) to underpin Serko’s career and

remuneration framework. This data is released

regularly for market benchmarking purposes.

This Remuneration Report contains disclosures of those

employees (other than employees who are directors)

who received remuneration and any other benefits in

their capacity as employees, the value of which was or

exceeded $100,000 per annum, in brackets of $10,000,

as required by the Companies Act 1993. Please refer to

page 104.

94

The following table summarises each component of employee remuneration, including for the Executive Team:
In addition to offering RSUs, Serko has historically also offered share options to US employees. No share options

were offered during the period, as RSUs were offered in their place. The number of share options currently on issue

is detailed in the Corporate Governance Statement section of this Annual Report on page 80.

ComponentSummaryEligibilityLink to Strategy and Performance

Fixed

Remuneration

• Base salary.

• Benefits include employer

retirement contributions (eg,

KiwiSaver and Australian

Superannuation).

All permanent and

fixed-term employees.

• Based on individual skills, experience,

accountabilities, performance and talent.

• Benchmarked to the median of the market in Serko’s

respective locations.

• Reviewed annually based on market data, internal

relativities and performance criteria.

• Reviewed mid-year for core technology roles

supported by market analysis.

Short-Term

Incentive (STI)

At risk

• Discretionary at-risk cash

payment with targets set as

a percentage of base salary.

Executive Team

members

and selected senior

leadership roles.

• Designed to reward performance against the delivery

of annual financial and strategic objectives for the

respective financial year, creating alignment with

shareholder value creation.

• Rewards the achievement of Company and

individual performance.

• Detail regarding Company performance criteria is on

page 99.

Equity-based

/ Long-Term

Incentive

Scheme (EISS)

At risk

• Discretionary equity-based

award in the form of Restricted

Share Units (RSUs) that convert

into Serko shares at vesting

(paid in cash in countries where

issuing stock is complex).

• At risk with targets set as a

percentage of base salary.

All permanent

employees

(excluding the

Executive Team).

• Designed to retain employees to support the delivery

of a multi-year strategy and align rewards with

longer-term shareholder value.

• Provides employees with a vested interest in the

Company to incentivise share price growth and

share in the organisational success.

• The EISS awards are performance based with

gateways that must be met before a grant is made.

• Rewards the achievement of the Company and

individual performance.

• Detail regarding Company performance criteria is on

page 99.

Executive

Long-Term

Incentive

(ELTI)

• Discretionary equity-based

award in the form of RSUs

that convert into Serko shares

at vesting.

• Grants set as a percentage

of base salary.

• Both tenure and performance

related vesting criteria.

Executive Team

(excluding the CEO).

• Detail regarding vesting criteria and alignment to

strategy and performance is on page 96.

CEO

Long-Term

Incentive

(CLTI)

• Discretionary equity-based

award in the form of RSUs

that convert into Serko shares

at vesting.

• Grants set as a percentage

of base salary.

• Both tenure and performance

related vesting criteria.

CEO.

• Detail regarding vesting criteria and alignment to

strategy and performance is on page 96.

Sales Incentive

Plans

At risk

• Discretionary cash-based

payment linked directly to

sales / business development

performance targets.

Selected sales and

business development

roles.

• Designed to support the

delivery of Serko’s revenue

and customer-base growth.

95

rEmunEration rEPort

Executive Long-Term Incentive
The Executive Long-Term Incentive (ELTI) was introduced for the Executive Team in FY24, replacing their eligibility for

the Employee Incentive Share Scheme (EISS). The second grant will be issued in FY26.

The PRAC Committee designed the ELTI based on the following principles:

• remaining competitive within the technology industry to attract and retain high calibre executive talent;

• motivating and rewarding performance to incentivise the delivery of Serko’s long-term strategic objectives; and

• strengthening alignment of rewards with long-term shareholder value.

The vehicle for the ELTI is RSUs, which will convert to ordinary shares in Serko Limited on vesting.

The RSU grant value for each Executive Team member is based on a target percentage of base salary and is subject

to certain pre-grant gateways. Once granted, the RSUs will vest in three tranches over three years from the grant date,

as follows:

CEO Long-Term Incentive

The CEO Long-Term Incentive (CLTI) has been introduced for the CEO for FY25, replacing his eligibility for the ELTI.

The PRAC Committee designed the CLTI based on the following principles:

• increasing the at-risk component of the CEO’s remuneration package; and

• to further incentivise increasing long-term shareholder value.

The vehicle for the CLTI is RSUs, which will convert to ordinary shares in Serko Limited on vesting.

The RSU grant value for the CEO is based on a target percentage of 200% of base salary and is subject to certain

pre-grant gateways. Once granted, the RSUs will vest in three tranches over three years from the grant date, as follows:

Tranche

% of total

RSU grant

Vesting period

from grantVesting criteria Payout

Tranche 125%1 yearTenure100%

Tranche 225%2 yearTenure100%

Tranche 350%3 yearAbsolute Total Shareholder

Return (aTSR) based on

WACC

Payout is calculated on performance

up to a maximum of 150% of

achievement against target.

Tranche

% of total

RSU grant

Vesting period

from grantVesting criteria Payout

Tranche 125%1 yearTenure100%

Tranche 225%2 yearAbsolute Total Shareholder

Return (aTSR) based on

WACC

Payout is calculated on performance

up to a maximum of 150% of

achievement against target.

Tranche 350%3 yearAbsolute Total Shareholder

Return (aTSR) based on

WACC

Payout is calculated on performance

up to a maximum of 150% of

achievement against target.

96

Incentive schemes – key terms
Short Term Incentive

(STI)

Equity-Based Long-Term Incentive

(EISS)

Executive / CEO Long-Term Incentive

(ELTI / CLTI)

PurposeDesigned to reward

performance of

annual financial and

strategic objectives

for the respective

financial year.

Designed to align rewards with longer

term shareholder value and retain key

staff to support delivery of multi-year

strategy.

Designed to align rewards with long term

shareholder value growth and retain

executives.

Pay VehicleCash-based payment

with target incentive

based on pre-

determined, % of base

salary.

Award of RSUs as a target %

of base salary. *

Award of RSUs as a target %

of base salary.

EligibilitySelected roles only

– primarily executive

and senior leadership

teams.

All permanent employees (excluding

executives).

Since Serko’s inception, the Founders

have been committed to supporting

all employees (where possible) to own

shares in the Company. This is achieved

by the majority of employees being

eligible for Equity-Based LTI as a % of

base salary.

Executive Team / CEO.

Vesting

Criteria

Annual cash

payment following

achievement

of Company

and individual

performance criteria.

Three-year vesting period following the

end of the respective financial year with a

vesting schedule of one third each year.

Refer to tables on page 96.

No incentive to be paid/awarded if minimum gross revenue and cash reserve performance gateways are not met.

Performance

Criteria

Rewards the achievement of Company performance based on a

Company scorecard of metrics (measuring ‘what’ outcomes are

achieved) including longer-term strategic deliverables. Includes

individual performance objectives and measures (measuring ‘what’

outcomes are achieved and ‘how’ those outcomes are achieved).

aTSR is a performance metric used to

evaluate stock performance for investors

that factors in both capital gains and

dividends to measure the overall returns

an investor earns on their investment.

aTSR will be measured based on share

price appreciation and the applicable target

share price levels and thresholds. These

target levels will be calculated based on a

weighted average cost of capital (WACC).

WACC represents a company’s cost of

capital from all sources, including common

stock and all forms of debt. As such, WACC

is the average rate that a company expects

to pay to finance its business.

97

rEmunEration rEPort

Short Term Incentive
(STI)

Equity-Based Long-Term Incentive

(EISS)

Executive / CEO Long-Term Incentive

(ELTI / CLTI)

Board

Discretion

The Board retains absolute discretion in relation to the STI, EISS and ELTI / CLTI schemes.

Capital

Event

The Board has discretion to adjust awards to account for capital changes to obtain

an equitable outcome for participants. The Board also retains broad discretion to

determine the treatment of unvested awards in the event of a change of control.

Economic

Risk

No director or employee is permitted to enter into financial products or arrangements

that operate to limit the economic risk of their vested or unvested entitlements.

Malus /

Clawback

Payment of any

incentive under the

Scheme is at the

absolute discretion of

the Board.

The RSU Scheme Rules permit the Board to exercise discretion to clawback an award or

require repayment of the net proceeds of shares sold, in the event of fraud, dishonesty

or breach of other obligations (including a material misstatement of financial

information). This provision is designed to ensure no unfair benefit is obtained by

any participant.

TerminationIf a participant is no

longer employed at

the time of payment,

they will not be

eligible under the

Scheme, unless

Board discretion is

exercised.

If a participant ceases employment with the Company, any unvested awards will be

forfeited, unless Board discretion is exercised.

Incentive schemes – key terms (continued)

98

Strategic goals FY25FinancialNon-financial
FY25

summary

Total incomeEfficiency

Digital

channel

Managed

channel

Culture

Aggregate

Revenue

Reduce

production cost

per booking

Growing

Booking.com

for Business

Growing

Australasia

The best

place to do

your best

work using

data and AI

Target

measurement

1

Total incomeAverage cost

per booking

Average

monthly

active

companies

Average

revenue per

booking

Data and

AI learning

pathways

completed

Weighting

50% 50%

Result

23%29%

The Serko team delivered solid results, meeting and exceeding expectations in some areas, despite falling just

below threshold in two KPIs. Our overall performance resulted in a 52% Company multiplier.

Our FY25 deliverables and exit run rate have set a solid foundation for FY26, positioning us for continued success and

growth. We remain committed to recognising and rewarding outcomes that are aligned with our strategic goals and

shareholder interests.

Company performance scorecard

For FY25, the Company scorecard consisted of both Financial metrics and Non-Financial objectives weighted

at 50% each.

Each measure has a defined threshold, target and stretch / maximum target. Achievement below the threshold results

in a 0% outcome for that component. No STI or LTI is payable if the minimum annual gross revenue and cash reserve

targets are not met. These gateway targets were met for FY25.

The Company measures and outcomes applied for FY25 were as follows:

99

rEmunEration rEPort

CEO remuneration outcomes for FY25
This section outlines the remuneration received by the CEO, Darrin Grafton, who is also an executive director of Serko

for FY25. Darrin Grafton received remuneration and other benefits in his capacity as CEO in line with the Remuneration

Policy and, accordingly, does not receive separate directors’ fees.

The CEO had an STI with an on-target payment of 50% of base salary, up to a maximum of 75% of base salary if

outperformance occurs against both the Company and individual performance measures.

The CEO’s LTI has been increased to an on-target payment of 200% of base salary remuneration up to a maximum of

138% of target value. The target remuneration will differ from that disclosed in the FY24 Annual Report as the CLTI

was approved by the Board after this was published.

The table below shows the CEO’s target and maximum total remuneration for FY25:

No termination payments are payable to the CEO (or for any other Executive Team member) in the event of serious

misconduct. As noted above, the RSU Scheme Rules enable clawback of awards / net proceeds of sale of shares in

the event of misconduct.

CEO Total Remuneration

Fixed remuneration STI (Cash-based award) ELTI (Equity-based award)

2.52.01.51.00.50

($million)

ta rget total rem

max total rem

Fixed rem

23%17%60%

30%

14%56%

100%

100

YearBase
salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

paid / received

STIEISS / ELTI

4

Pay for

performance

subtotal

FY25$539,231

5

$14,029 $553,260 $137,655 $238,074 in the form of 74,866

RSUs

$375,729 $928,989

FY24$439,228$12,246$451,474$193,200$248,075 in the form of 78,754

RSUs

$441,275$892,749

1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a car park and life insurance,

which do not have individually allocated values.

2. T axable benefits include health insurance.

3. The STI stated was earned in the relevant financial year and will be paid in the following financial year.

4. The CLTI equity-based incentive is intended to be granted in 2025 for non-cash consideration. The RSUs will vest at 25% in year one (2026), 25% in

year two (2027) and 50% in the third year (2028) based on the relevant performance hurdles as detailed on page 96. The value stated is the gross

amount earned. The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO) ordinary

shares on NZX at the time of grant.

5. Base salary includes a recognition payment of $20,000 for the work on the GetThere acquisition.

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

ELTI / CLTISubtotal

FY25$539,231 $14,029 $553,260 $131,040

(52% of FY25

STI target)

$1,008,000 in the form

of RSUs to be issued

(100% of FY25 CLTI target)

4

$1,139,040 $1,692,300

FY24$439,228$12,246$451,474$137,655

(66% of FY24

STI target)

$420,000 in the form

of RSUs to be issued

(100% of FY24 ELTI target)

$557,655$1,009,129

CEO remuneration earned

The table below (and accompanying notes) set out the total remuneration and value of other benefits earned by the

CEO relating to the financial period ended 31 March 2025 (as well as 31 March 2024 for comparative purposes).

Some of this remuneration will be paid in FY26 and beyond:

1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a car park and life insurance,

which do not have individually allocated values.

2. T axable benefits include health insurance.

3. The STI stated was earned in the prior financial year and paid in the stated financial year.

4. E quity-based incentives previously granted to the CEO that vested during the relevant financial period. Refer to the table below for more detail.

Represents the NZX closing price of Serko (SKO) ordinary shares on the day prior to vesting, multiplied by the number of securities vested.

Vesting was settled via the issue of new shares.

5. Base salary includes a recognition payment of $20,000 for the work on the GetThere acquisition.

CEO remuneration paid / received

The table below (and accompanying notes) set out the total remuneration and value of other benefits received / paid

to the CEO during the financial period ended 31 March 2025, as well as 31 March 2024 for comparative purposes:

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rEmunEration rEPort

CEO target remuneration
The CEO’s total target remuneration for FY26, with FY25 as a comparison, is as follows:

1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a car park and life insurance,

which do not have individually allocated values.

2. Taxable benefits include health insurance.

3. The increase in base salary for the CEO reflects a market-based adjustment of 2%.

Year

Base

salary

1

Taxable

benefits

2

Subtotal

Pay for performance

Total

remuneration

STI CLTI Subtotal

FY26$529,502

3

$14,029 $543,531 $247,040

(100% of FY25

STI target)

$1,028,160 in the form

of RSUs to be issued

(100% of FY26 CLTI target)

$1,285,200 $1,828,731

FY25$519,120 $12,613$531,733$252,000

(100% of FY25

STI target)

$1,008,000 in the form

of RSUs to be issued

(100% of FY25 CLTI target)

$1,260,000$1,791,733

The following equity-based incentives previously granted to the CEO vested during the financial period ended

31 March 2025:

1. Repr esents the NZX closing price of Serko (SKO) ordinary shares on the day of vesting, multiplied by the number of securities vested.

Vesting was settled via the issue of new shares.

2. Note that grants made in FY22 (relating to FY21 performance) and onwards, had the new vesting schedule of one third per year over three years.

3. The grant made in FY25 relates to the FY24 and vests according to the tranche vesting schedule for the ELTI.

Form of

equity

Grant

year

RSUs

granted

Vested

in FY25

Value on

vesting

1

Remaining

unvested

Final

vesting year

Restricted share unitsFinancial Year 2022

2

35,75211,918$37,54211,9172025

Restricted share unitsFinancial Year 2023

2

65,32021,773$68,58543,5462026

Restricted share unitsFinancial Year 2024

2

123,52841,176$130,94082,3522027

Restricted share unitsFinancial Year 2025

3

168,269——168,2692028

Total74,866$238,074$272,394

FY25 CEO performance metrics and outcomes

The CEO’s performance-based remuneration components are assessed annually based on individual performance

and Company performance against a performance scorecard, comprising financial and strategic measures. The

Company performance scorecard is shown on page 99.

Individual key performance metrics were set by the Board at the beginning of the year for the CEO. These include

quantitative and qualitative initiatives required to successfully execute against Serko’s strategic objectives,

including revenue growth, cost control and international expansion.

102

CEO pay relative to performance
Serko’s Total Shareholder Returns (TSR) over the last five years, as at 31 March 2025, are shown below, along with

incentive payments and equity grants awarded against on-target performance.

1. The CLTI grant value is not adjusted for Company performance in the period. Performance hurdles for aTSR are assessed prior to vesting.

2. The ELTI grant value is not adjusted for Company performance in the period. Performance hurdles for aTSR are assessed prior to vesting.

CEO remuneration (actual as a % of target) over five-year period

mar-19mar-20mar-21mar-22mar-23mar-24mar-25

-100%

300%

200%

100%

0%

Total shareholder returns

SKO NZX50 MSCI ACWI

Metric2025

($000)

2024

($000)

Change

($000)

Change

%

Total income$90,461$71,185$19,276

27%

Net Profit/(Loss) After Taxation($21,962)($15,879)($6,083)

38%

Market capitalisation$486,349$473,980$12,369

3%

Total

remuneration

% STI awarded

against on-target

performance

STI

performance

period

% EISS or

ELTI / CLTI awarded

against on-target

performance

Span to EISS

or ELTI / CLTI

performance

periods

FY25$1,791,73352%FY25100%

1

May 2025 to May 2028

FY24$1,009,12966%FY24100%

2

May 2024 to May 2027

FY23$972,86892%FY2380%May 2023 to May 2026

FY22$722,89850%FY2275%May 2022 to May 2025

FY21$690,56850%FY2173%Aug 2021 to May 2024

103

rEmunEration rEPort

Employee remuneration
The table below shows the number of employees and former employees of Serko and its subsidiaries, not being

directors of Serko, who, in their capacity as employees, received remuneration and other benefits during the year

ended 31 March 2025 totalling at least NZD$100,000.

The remuneration of employees paid outside of New Zealand has been converted into New Zealand dollars as at

31 March 2025. No employee appointed as a director of a subsidiary company of Serko (except as noted on page 83)

receives any remuneration or other benefits for acting in that capacity.

The table below includes base salaries, STIs, contributions to pension plans and vested or exercised equity-based

payments. The table does not include equity-based incentives that have been granted and have not yet vested.

1. Specifies total number of employees within the range whose remuneration includes equity-based payments that have vested during the period.

Table excludes the executive directors’ remuneration.

Remuneration range

(incl EISS and ELTI)

Number of employees whose remuneration

includes vested share-based payments

1

Total number of

employees in range

$980,000 - $990,00011

$770,000 - $780,00011

$630,000 - $640,00011

$610,000 - $620,00011

$570,000 - $580,00011

$550,000 - $560,00011

$540,000 - $550,00011

$480,000 - $490,00011

$460,000 - $470,00001

$440,000 - $450,00011

$420,000 - $430,00011

$400,000 - $410,00011

$380,000 - $390,00001

$360,000 - $370,00012

$340,000 - $350,00022

$330,000 - $340,00011

$320,000 - $330,00022

$310,000 - $320,00044

$290,000 - $300,00011

$280,000 - $290,00022

$270,000 - $280,00011

$260,000 - $270,00011

$250,000 - $260,00033

$240,000 - $250,00045

$230,000 - $240,00012

$220,000 - $230,00057

$210,000 - $220,00045

$200,000 - $210,00088

$190,000 - $200,0001417

$180,000 - $190,000911

$170,000 - $180,0001621

$160,000 - $170,0001315

$150,000 - $160,0002024

$140,000 - $150,0001619

$130,000 - $140,0001016

$120,000 - $130,000912

$110,000 - $120,0001323

$100,000 - $110,0001027

181244

104

1. Analysis includes all permanent full-time, permanent part-time
employees and fixed-term employees at full-time equivalent salaries.

Gender gap and pay equity

We are committed to ensuring we pay our people

equitably. For FY25 we have enhanced our gender pay

and pay equity gap calculation methodologies to reflect

our growing global presence and the relative impact of

country pay gaps.

For both pay equity and gender pay we are now using

a weighted average, so each gap is calculated and then

weighted based on the number of employees in each

country as a percentage relative to the total number

of employees at Serko.

This also supports visibility at both a country and

organisational level to better identify and track

trends and take appropriate action.

To calculate pay equity we compare individual pay

to the midpoint of our career-level pays bands for each

country and compare the median gap between males

and females. This ensures we are comparing roles

of comparable scope and complexity relative to the

market pay in each country.

Using the new methodology (and including the

GetThere team) when employees are benchmarked to

the median of our career-level pay bands by country,

the median remuneration gap between males and

females increased from 0% to 2.05%

1

. This is also

partially impacted by some highly paid male strategic

hires from large technology companies.

Our gender pay gap increased from 13.3% in

FY24 to 17.9%

1

in FY25 partially due to the new

calculation methodology as well as the inclusion of

the GetThere team. The gap is also impacted by the

relative distribution of females and males at different

career levels both within countries and across

the organisation.

Serko’s Pay and Gender Equity Statement can be

viewed at serko.com/careers. We also support the

New Zealand Mind The Gap reporting initiative and

contribute to this.

For more information on Serko’s broader inclusion

and diversity initiatives, see our latest ESG Report,

located at serko.com/investors.

105

rEmunEration rEPort

Executive director remuneration
The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their respective

executive roles as CEO and CSO and, accordingly, do not receive directors’ fees. As detailed above, the remuneration

packages for the CEO, CSO and other Executive Team members are set by the Board to reflect the scope and

complexity of each role, with reference to comparative market data.

The CEO’s remuneration and other benefits are detailed on page 101 – 103.

CSO remuneration paid / received

During the period ended 31 March 2025, the CSO’s variable remuneration components were based on individual

performance and Company performance against the scorecard detailed on page 99.

The table below (and accompanying notes) set out the total remuneration and value of other benefits received by

Serko’s CSO during the financial period ended 31 March 2025, as well as 31 March 2024 for comparative purposes:

1. CSO Bob Shaw also received a car park and life insurance, which do not have individually allocated values.

2. Taxable benefits include health insurance.

3. The STI stated was earned in FY24 and paid in FY25.

4. E quity-based incentives previously granted to the CSO that vested during the financial period. Represents the NZX closing price of Serko (SKO)

ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was settled via the issue of new shares.

5. Base salary includes a recognition payment of $15,000 for the work on the GetThere acquisition.

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

EISS/ELTI

4

Subtotal

FY25$316,457

5

$12,208 $328,666 $71,484 $149,619 in the form

of 47,050 RSUs

$221,103 $549,769

FY24$296,569$10,209$306,778$122,544$158,111 in the form

of 50,194 RSUs

$280,655$587,433

CSO remuneration earned

The table below (and accompanying notes) set out the total remuneration and value of other benefits earned by

Bob Shaw relating to the financial period ended 31 March 2025, as well as 31 March 2024 for comparative purposes.

Some of this remuneration will be paid in FY26:

1. CSO Bob Shaw also received a car park and life insurance, which do not have individually allocated values.

2. Taxable benefits include health insurance.

3. The STI stated was earned in FY25 and will be paid in FY26.

4. The ELTI equity-based incentive is intended to be granted in June 2025 for non-cash consideration. The RSUs will vest at 25% in year one (2026),

25% in year two (2027) and 50% in the third year (2028) based on the relevant vesting hurdles. The value stated is the gross amount earned.

The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO) ordinary shares

on NZX at the time of grant.

5. Base salary includes a recognition payment of $15,000 for the work on the GetThere acquisition.

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

ELTI

4

Subtotal

FY25$316,457 $12,208 $328,666 $78,499

(52% of FY25

STI target)

$301,920 in the form of

RSUs to be issued (100%

of FY25 ELTI target)

$380,419 $709,085

FY24$296,569$10,209$306,778$71,484

(48% of FY24

STI target)

$296,000 in the form of

RSUs to be issued (100%

of FY24 ELTI target)

$367,484$674,262

106

CSO target remuneration
The CSO’s total target remuneration for FY26, and FY25 for comparison, is as follows:

1. CSO Bob Shaw also received a car park and life insurance, which do not have individually allocated values.

2. Taxable benefits include health insurance.

3. The increase in base salary for the CSO reflects a market-based adjustment of 2%.

4. This figure will differ from the figure reported in FY24 as it incorrectly included 3% KiwiSaver, however the CSO is not currently contributing.

The table has been updated accordingly.

Year

Base

salary

1

Taxable

benefits

2

Subtotal

Pay for performance

Total

remuneration

STI ELTI Subtotal

FY26$307,958

3

$12,208$320,167 $159,979

(100% of FY26

STI target)

$307,958 in the form of

RSUs to be issued (100%

of FY26 ELTI target)

$461,937 $782,104

FY25$296,000 $10,515 $306,515 $150,960

(100% of FY25

STI target)

$301,920 in the form of

RSUs to be issued (100%

of FY25 ELTI target)

$452,880 $759,395

Non-executive director remuneration

The fees paid to non-executive directors are structured to reflect the global nature of Serko’s business and the

time commitment and level of governance required by the Serko Board.

In July 2024, Serko’s shareholders approved an increase to the total fee pool for non-executive directors from

NZD$600,000 to AUD$650,000 per annum for the purposes of the NZX Listing Rules. This was proposed based

on market benchmarking and reflected the increased size and complexity of Serko’s business as well as providing

headroom for the appointment of additional non-executive directors and the formation of new committees from time

to time should they be required. The fee pool had not increased since 2021.

Effective 1 July 2024, the Board approved increasing the fixed annual fees payable to the non-executive directors.

Previously the Board Chair was paid a base fee of $140,000 plus $18,000 (total $158,000) in Committee fees.

Under the new fee policy the Chair’s fee is inclusive of all Committee fees. For transparency the previous fees are

provided in brackets:

Position Fees per annum (AUD)

Board of Directors Chair 180,000 (158,000)

Non-executive directors 100,000 (95,000)

Audit, Risk and Sustainability Committee Committee Chair No change - 20,000

Committee member 10,000 (9,000)

People, Remuneration and Culture Committee Committee Chair No change - 20,000

Committee member 10,000 (9,000)

107

rEmunEration rEPort

* Indicates Chair of the Board / Committee.
1. The figures shown are gross amounts, which have been converted into NZD from AUD and exclude GST (where applicable).

2. The Board approved a special exertion fee for directors for the work undertaken during the acquisition of GetThere and entry into the strategic

partnership with Sabre Corporation.

In addition to directors’ fees, Serko meets costs incurred by non-executive directors that are incidental to the

performance of their duties. This includes paying the costs of directors’ travel. As these costs are incurred by Serko to

enable directors to perform their duties, no value is attributable to them as benefits to directors for the purposes of the

above table.

The non-executive directors do not receive any performance-based remuneration to ensure incentives do not conflict

with their obligations to bring independent judgement to matters before the Board. However, it is Serko’s policy to

encourage directors to hold shares in the Company to increase alignment with shareholder interests.

Director shareholdings are disclosed in the Corporate Governance Statement contained in this Annual Report.

No retirement benefits will be paid to non-executive directors on their retirement unless required under legislation.

Remuneration and value of other benefits received

1

Name of Director

Non-executive

directors’

Board fees

($NZD)

Audit, Risk and

Sustainability

Committee fees

($NZD)

People,

Remuneration and

Culture

Committee fees

($NZD)

Special

exertion fee

(share issue)

($NZD)

Total

remuneration

($NZD)

Total

remuneration

($AUD)

Claudia Batten$187,050 *$2,478$2,478$22,206$214,212$194,500

Clyde McConaghy$108,772$10,728$22,030 *$22,206$163,735$148,500

Jan Dawson$108,722$22,030 *$10,728$22,206$163,735$148,500

Sean Gourley

2

$108,772$8,265$0$22,206$139,242$126,250

Total$512,365$43,500$35,236$88,823$680,924$617,750

By exception, non-executive directors may receive special exertion fees for ad hoc committee meetings attended

(for example, in relation to capital raisings or merger and acquisition (M&A) activity) or other substantial additional

work required in addition to their Board and Committee responsibilities. Where special exertion fees are paid, they are

required to fall within the shareholder-approved fee pool.

The Board approved a special fee allocation of AUD$20,000 of shares to each non-executive director to compensate

them for the significant time and effort devoted to the Company in their role overseeing the acquisition of the

GetThere business and entry into the strategic partnership with Sabre Corporation (NYSE:SABRE). The non-executive

directors elected to take shares in lieu of cash to signal their support for the strategic direction of the Company.

The total value of remuneration paid to the non-executive directors during the reporting period did not exceed the

approved fee pool.

Non-executive directors received the following directors’ fees, remuneration and other benefits from the Company in

the year ended 31 March 2025:

108

109
rEmunEration rEPort

Glossary
Active Customers: A non-GAAP measure comprising

the number of unmanaged companies who have made

a booking in the preceding 12-month period

ANZ: Australia and New Zealand

ARBP or Average Revenue Per Booking: A non-GAAP

measure. ARPB for travel-related revenue is calculated

as travel-related revenue divided by the total number of

online bookings

ARPCRN or Average Revenue per Completed Room

Night: A non-GAAP measure — comprises the

gross unmanaged supplier commissions revenue

per Completed Room Night for revenue-generating

hotel transactions

Asia Pacific: Vietnam, Thailand, Taiwan, Sri Lanka,

South Korea, South Africa, Singapore, Philippines,

Pakistan, New Zealand, Malaysia, Japan, Indonesia,

India, Hong Kong, China, Bangladesh and Australia

for the purposes of this Annual Report

ASX: ASX Limited, also known as the Australian

Securities Exchange

ATMR or Annualised Transactional Monthly Revenue:

A non-GAAP measure that is based on the monthly

transactions and average revenue per booking (for its

Travel platform revenue) and monthly user charges (for

its Expense platform revenue) annualised

AUD or A$: Australian dollars

Australasia: New Zealand and Australia for the

purposes of this Annual Report

Booking.com for Business: A global online travel

booking offering targeting small to medium-sized

companies with Booking.com for Business branding

powered by Zeno

Board or Board of Directors: The Board of Directors

of Serko

Cash on hand: A non-GAAP measure comprising

cash and short-term investments

Cloud-based: Cloud computing is when the software

and associated data is hosted outside the customer’s

premises and delivered over a network or the Internet

as a service, which allows immediate access to the

software

Company or Serko: Serko Limited, a New Zealand

incorporated company

CRN or Completed Room Nights: A non-GAAP measure

comprising the number of unmanaged hotel room

nights that have been booked and the traveller

has completed the stay at the hotel

EBITDAFI: EBITDAFI is a non-GAAP measure

representing Earnings Before Interest, Taxation,

Depreciation, Amortisation, Impairment, Foreign

Exchange gains/losses and Fair value remeasurements

Emission Intensity: A non-GAAP measure comprising

the total Serko Greenhouse Gas emissions in (tonnes of

CO

2

emitted in the period) relative to the Total Income

($m) earned by Serko over the same period

ESG: Environmental Social Governance

ESG Report: Serko’s Environmental, Social

and Governance Report, available at

serko.com/investors

EUR or EUR€: European Euro

Free Cash Flow: A non-GAAP measure comprising

GAAP cash flows excluding movements between cash

and short-term investments, cash flows related to

capital raises and strategic acquisition payments

FTE: Full-time equivalent

FX: Foreign exchange

FY:

Financial year ended, or ending, on 31 March

(unless otherwise stated)

110

GST: Goods and Services Tax
Headcount: A non-GAAP measure comprising the

number of employees (excluding casual workers and

employees on parental leave) and contractors employed

on the last day of the period

IFRS: International Financial Reporting Standards

Independent directors: Claudia Batten, Jan Dawson,

Sean Gourley and Clyde McConaghy

IPO: Initial Public Offering Listing: The date Serko

shares started trading on the NZX Main Board,

24 June 2014

NDC or New Distribution Capability: A data

exchange format for airlines to create and distribute

relevant offers to the customer regardless of the

distribution channel

Non-GAAP: Financial Information that does not have

a standardised meaning prescribed by NZ GAAP

NZ: New Zealand

NZD or NZ$: New Zealand dollars

NZ GAAP or GAAP: New Zealand Generally

Accepted Accounting Practice

NZ IFRS: New Zealand equivalents to International

Financial Reporting Standards

NZX: NZX Limited, also known as the New Zealand

Stock Exchange

NZX Listing Rules or Listing Rules: The Listing Rules

applying to the NZX Main Board as amended from

time to time

NZX Main Board: The New Zealand main board equity

security market operated by NZX

Online Bookings: A non-GAAP measure comprising

the number of travel bookings made using Serko’s

Zeno and Serko Online platforms

Operating expenses: A non-GAAP measure

comprising expenses, excluding costs relating to

taxation, interest, finance expenses and foreign

exchange gains and losses

Pre-acquisition business: A non-GAAP measure

reflecting the Serko business excluding the impacts

of acquiring GetThere, including related transaction

and implementation costs.

Serko Mobile: Serko’s mobile app for iPhones and

Android devices that gives users access to information

and travel booking functionality on their mobile devices

Serko Online: Serko’s legacy cloud-based online

travel booking solution for large organisations

TMC, Travel Agency or Travel Management Company:

A travel management company that provides

specialised travel-related services to corporate

customers

Total Spend: A non-GAAP measure comprising

operating expenses and capitalised development costs.

It excludes depreciation and amortisation

USD or US$: United States dollars

Zeno: Serko’s premium cloud-based online travel

booking platform

Zeno Expense: Serko’s Expense management solution

$: All figures are in New Zealand dollars, unless

otherwise stated

111

gLossarY

Company Directory
Serko’s ESG Report can be found at serko.com/investors.

Serko is a company incorporated with limited liability under

the New Zealand Companies Act 1993

New Zealand Companies Office registration number 1927488

Australian Registered Body Number (ARBN) 611 613 980

For investor relations queries contact: investor.relations@serko.com

Registered office

New Zealand

Saatchi Building

Unit 14d, 125 The Strand

Parnell

Auckland 1010, New Zealand

+64 9 309 4754

Australia

Boardroom Pty Limited

Level 8, 210 George Street

Sydney, NSW 2000

Australia

Principal administration office

New Zealand

Saatchi Building

Unit 14d, 125 The Strand

Parnell

Auckland 1010, New Zealand

+64 9 309 4754

Australia

Suite 310, Quay Quarter Tower

50 Bridge Street

Sydney, NSW 2000

Australia

+61 2 9435 0380

Share registrar

New Zealand

MUFG Corporate Markets

A division of MUFG Pension

& Market Services

Level 30, PwC Tower

15 Customs Street West

Auckland 1010, New Zealand

+64 9 375 5998

serko@cm.mpms.mufg.com

Australia

MUFG Corporate Markets

A division of MUFG Pension

& Market Services

Level 12, 680 George Street

Sydney, NSW 2000

Australia

+61 1300 554 474

DirectorsAuditor

Claudia Batten (Chair)

Jan Dawson

Sean Gourley

Darrin Grafton

Robert (Clyde) McConaghy

Robert (Bob) Shaw

Deloitte Limited

Deloitte Centre

1 Queen Street

Auckland 1010, New Zealand

+64 9 303 0700

112

ComPanY dirECtorY

an nual report 2025 · serko Limited
serko.com

---

ESG Report
Serko FY25

Including Group Climate statements

01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices
2

Serko’s purpose is to bring people together, because

we believe in the power of being face-to-face. Our

vision is a connected, frictionless travel experience.

To deliver that, we’re building the world’s leading

business travel marketplace—connecting business

travellers everywhere with the content, information

and services they need at every stage of the journey.

Our platform is used by millions of travellers

around the world to book and manage their work

trips and by thousands of companies to manage

their corporate travel programmes.

We bring

people together

2

01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices
As we grow and connect increasing numbers of

business travellers, we are committed to doing what

is right for our business, people, customers, investors

and communities. We believe strong ESG practices give

Serko its social licence to operate, as well as creating

long-term value for our business.

Working

towards a

sustainable

future

33

4
This ESG report and Group Climate statements

provide Serko’s stakeholders with a view of the

Company’s ESG performance and activities in

the year ended 31 March 2025 (FY25).

In our Group Climate statements (page 35), we have elected to

apply several adoption provisions to ensure compliance with the

Aotearoa New Zealand Climate Standards. These are described on

page 37. Taking the applied adoption provisions into account, Serko

is compliant with the Aotearoa New Zealand Climate Standards.

This report was approved by the Board of Serko Limited on 20

May 2025 and is accurate as of that date. The Board does not

undertake any obligation to revise this report to reflect events or

circumstances after this date, other than in accordance with the

continuous disclosure requirements of the applicable listing rules.

Serko’s FY25 Annual Report also contains related additional

information, including its Corporate governance statement,

Remuneration report and Risk reporting. A copy of our

Annual report is available at serko.com/investors.

Contents

02

FY25 progress

and highlights

. . . . . . . . . . . .07

01

Sustainability

at Serko

. . . . . . . . . . . . . . . . . .05

05

Governance . . . . . . . . . . . . . .28

Succession planning ..........................30

Global remuneration strategy ............31

Enhanced risk management ..............32

Governance practices for the future ..33

Strengthened stakeholder

engagement ....................................34

07

Appendices . . . . . . . . . . . . . . . .61

1. Greenhouse Gas (GHG) Emissions

Inventory Report ............................62

2. FY25 Limited assurance report .......73

06

Group Climate

statements

. . . . . . . . . . . . . . .35

04

Social . . . . . . . . . . . . . . . . . . . . . .13

Social summary ................................14

Serko culture .....................................15

Employee experience ........................16

Inclusion and diversity .......................19

Employee health, safety

and wellbeing ...................................23

For good in our communities ..............24

Our supply chain ...............................27

03

Environment . . . . . . . . . . . . . .08

Our approach to climate change

and the environment ........................09

Climate reporting .............................10

5
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

5

01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

5

01. Sustainability at Serko

Sustainability at Serko

Our approach to sustainability

aligns with our broader purpose,

strategy and guiding principles.

Execution of our sustainability

strategy will help achieve our

business goals through building

trust in our brand, empowering

our people and continuous

innovation.

6
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices01. Sustainability at Serko

Our drivers

Our sustainability strategy is based on three

drivers that underpin the decisions we make

and the areas we focus on.

Our key focus areas

In FY24 we undertook a materiality

assessment, assisted by external advisers.

This assessment enabled us to understand

and prioritise the environmental, social,

governance and commercial areas that matter

most to our stakeholders and our business. It has

provided a strong foundation for our strategy and

through FY25, enabled us to prioritise our efforts

and allocate resources to the right areas.

SDG alignment

We have aligned these with United Nations

(UN) Sustainable Development Goals (SDGs)

as a way to show which areas of sustainability

we are directly contributing to and how they

relate to a larger vision for positive change.

Our sustainability strategy

Our driversOur objectivesOur focus areas (key material topics)SDG alignment

Trusted by our customers,

employees, investors

and partners

• Cyber security and data protection

• Business continuity planning

• Legal compliance

• Ethical conduct

• Ethical and resilient supply chain

• Our environmental footprint (carbon, waste)

• Investing in our communities

• Consumer preferences

• Sustainable financial performance

• Multi-market access (risk)

• Serko as a sector leader

Create an environment

where people can do

career-defining work

• Enablement of organisational effectiveness

• Employee attraction, development and retention

• Health, safety and wellbeing

• Diversity and inclusion

• Cultural and indigenous engagement

To adapt to rapid change

and deliver sustainable

and innovative products

to our customers

• Product development and innovation

• Sustainability mindset

• Employee attraction, development and retention

• Enablement of organisational effectiveness

• Serko as a sector leader

• Disruptive technologies

Being a brand

you can count on

Continuously

innovating

Powering our

people

7
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

7

01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices02. FY25 highlights

We have continued to

strengthen our ESG practices

over the past year and are

pleased to report progress in

the following sections of this

report. Here is a summary of

our key areas of focus and

improvement.

FY25 progress and highlights

Environment

• Emissions intensity improvement

of 56% against the FY23 baseline

• 36% reduction in emissions

from hosting v FY23 baseline

• New enhanced Mission Zero tools

launched to help customers make

sustainable travel choices

• Serko's Mission Zero sustainability

module wins 2025 B2B Travel

Innovation of the Year at the Travel

Tech Breakthrough Awards

Social

• Overall employee engagement 86%

favourable (+8pts)

• Global workforce expansion in India and the US,

through the acquisition of GetThere (Sabre)

• Ongoing investment in inclusion and diversity

drives improved engagement scores, including

female engagement up 8pts

• 975 hours contributed through Day of Community

and NZD $26,000 in contributions through

community investment programme

• 99% of employees completed initial AI

learning pathways driving company-wide uplift

in AI capability

Governance

• Growth strategy oversight, including five-year

Booking.com partnership renewal and North

American expansion

• Strengthened executive and leadership capability

to support accelerated growth

• Global remuneration strategy enhanced to attract

and retain top talent

• Improved cyber security posture to achieve PCIDSS

4.0 certification on 19 March 2025 and obtained SOC2

(type II) certification on 9 April 2025

• New governance frameworks developed to ensure

responsible and ethical use of AI and data

• Serko Investor Day held in December 2024

with valuable investor engagement

8
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

8

01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

Environment

Section 03

8

03. Environment

9
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

9

03. Environment

Our approach to climate

change and the environment

Our greatest opportunity for

impact lies within our industry-

business travel. By developing

technology that enables and

encourages smarter, more

sustainable travel decisions, we

help our customers reduce their

environmental footprint.

As a technology company, Serko operates

primarily in an online, office-based environment.

While our direct environmental footprint is

relatively small, stemming mainly from third-party

data centres, office energy use, employee travel

and typical technology business consumables,

we are committed to continually improving our

efficiency and minimising our environmental

impact.

The acquisition of GetThere from Sabre in

January 2025 is a key part of our growth

strategy. While it has expanded our footprint,

it also increases Serko's ability to influence

business travel as more customers utilise Serko's

products. We are continuously exploring new

ways to promote sustainable travel and improve

our own products, empowering businesses to

make informed, responsible choices.

In 2025, Serko enhanced the capability of its

Mission Zero sustainability module to include

visibility of relative environmental impact

across accommodation and rental cars, in

addition to flights. This helps Serko's customers

drive more sustainable travel programmes

through identification and preferencing of

more environmentally friendly options.

9

10
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

10

03. Environment

Climate reporting

Serko’s Group Climate

statements relating to our

second mandatory reporting

period are provided on page

35 and cover our progress

over the 12 months to 31

March 2025 (FY25). They have

been completed in accordance

with the Aotearoa New

Zealand Climate Standards

issued by the External

Reporting Board.

Serko’s key emissions reduction target is to

improve our emissions intensity (tCO

2

e per

NZD$m of total income across Scope 1 and 2

emissions) by more than 30.6% over a five-year

period. This means a reduction in our emissions

intensity from 1.1 to 0.8 between FY23 and FY28.

As we grow and scale up our business, we are

likely to see an increase in our absolute tCO

2

e

emissions. However, we will achieve this target

improvement by generating a much lower rate

of emissions relative to our financial scale—

ultimately becoming more efficient as we grow.

In FY25, we achieved a 56% reduction in our

Scope 1 & 2 GHG emissions-income intensity

against FY23 baseline, while adding GetThere

to the Serko organisation.

10

11
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

11

03. Environment

11

FY25 performance overview

Table 4 on page 58 summarises Serko’s GHG

emissions data for FY25 compared to FY24.

The increase in emissions over the period

was primarily due to:

• growth in Serko’s business travel, as we

integrate GetThere business and expand

into European and US markets;

• strengthened partnerships with key

stakeholders across Australia, Singapore,

Europe and the United States (US), requiring

a balance of in-person and virtual meetings

to ensure we remain well connected; and

• our emphasis on supporting our workforce to

go back into the office more often, which has

driven an increase in commuting emissions,

offset by reduced working from home

emissions.

We have made strong progress in boosting

the efficiency of our Azure hosting environment,

where we have achieved a 52%* reduction

in emissions.

As with many technology businesses, our

Scope 3 (supply chain) emissions dominate

our footprint, comprising 95% of our total

emissions. The Scope 3 emissions shown in

the table overleaf include upstream emissions

only. Downstream emissions (such as the energy

used by customers on our SaaS travel platform)

are not included as we estimate these will not

be material, given that the incremental GHG

emissions from end users' computing time while

making a travel booking will be small and difficult

to measure.

Although Serko does not supply travel directly

to customers who book travel online, our SaaS

booking platforms have a role to play in helping

to reduce the travel-related environmental impact

of end travellers. This can be achieved over

time by:

• providing insight into travel-related emissions

and environmental impact at point of sale;

• enabling corporate travellers to offset their

carbon emissions; and

• encouraging lower-impact travel options

and developing more sustainable travel

programmes through data-driven

decision-making.

For a full break down of Serko's GHG emissions

inventory, refer to Appendix 1.

Scope 1, 2 and 3 tCO

2

e per

$m of Total Income

FY23

11.7

Serko base year

FY24

9.8

9.8

Excl. GetThere

Income & Emissions*

69

GetThere intensity

10.3

To t a l S e r k o

FY25

* Like-for-like comparison with FY24 excludes

GetThere hosting environments.

12
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

12

03. Environment

1

Upstream Scope 3 subcategories included are: Purchased goods and services (subcategory 1), Fuel- and energy-related activities (subcategory 3), Business travel (subcategory 6) and Employee commuting (subcategory 7). Categories 2 (Capital goods), 4 (Upstream transportation

and distribution) and 5 (waste generated in operations) are expected to be not material and have been excluded. As Serko has no leased assets, category 8 is not applicable.

2

Under the NZ Climate Standards, greenhouse gas (GHG) emissions are classified as follows:

• Scope 1: Direct emissions from sources owned or controlled by Serko.

• Scope 2: Indirect emissions from purchased electricity, heat or steam.

• Scope 3: Other indirect emissions that occur in Serko’s value chain of the reporting entity, including upstream and downstream emissions. Scope 3 categories are: purchased goods and services, capital goods, fuel-related and energy-related activities, upstream transportation and

distribution, waste generated in operations, business travel, employee commuting, upstream leased assets, downstream transportation and distribution, processing of sold products, use of sold products, end-of-life treatment of sold products, downstream leased assets franchises

and investments.

Serko’s location-based GHG emissions for FY23, FY24 and FY25

1,2

Serko's percentage contribution of emission sources to total

emissions (FY23–FY25)


Scope 3—T&D losses


Scope 3—Working from home


Scope 3—Staff commuting


Scope 3—Business travel


Scope 3—Hosting services


Scope 2—Purchased energy


Scope 1—Purchased natural gas

FY23 %FY24 %FY25 %

Scope 1

Purchased natural gas

1%1%

0%

Scope 2

Purchased energy

9%6%

5%

Scope 3

Hosting services

21%13%

8%

Scope 3

Business travel

54%65%

74%

Scope 3

Staff commuting

6%9%

9%

Scope 3

Working from home

9%6%

4%

Scope 3

Transmission and distribution

(T&D) losses

0%0%

0%

0

100

200

1,000

900

800

700

600

500

400

300

FY23FY24FY25

561 tCO

2

e

699 tCO

2

e

928 tCO

2

e

13
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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

Social

Section 04

13

04. Social

14
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14

04. Social

Social summary

At Serko, we are focused

on empowering our people,

communities, customers and

partners. We continuously

evolve and enhance our

business practices to align

with Serko’s long-term

success.

Key FY25 highlights include fostering an

innovative workplace through learning and

engagement, building future-ready capabilities,

supporting community wellbeing and maintaining

a resilient, ethical supply chain. These efforts

are creating a positive impact across all

areas of our business.

Looking ahead to FY26, we will continue to

expand our global team and activate our people,

communities, customers and partners in driving

our growth strategy. We will scale up through

Booking.com for Business, accelerate market

expansion in North America and continue to

enhance the Serko platform. Leveraging cutting-

edge technology, including AI and data-driven

tools, will be central to driving growth and

operational efficiency across the business.


Our talented team has delivered

outstanding results, including major

partnership renewals, customer growth,

the strategic acquisition of Sabre’s

GetThere business, product awards and

increased revenue. These achievements

reflect our commitment to excellence,

innovation and strong industry

partnerships.

Darrin Grafton—CEO

14

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

15

04. Social

Serko culture

Serko’s purpose is to bring

people together, with our guiding

principles providing a foundation

for our actions, decisions and

interactions, with colleagues,

communities, customers and

partners. These principles drive

alignment and fuel Serko’s

growth strategy.

Be a good human

We show up as our true

selves. We embrace

the diversity of people,

thought and culture.

We work intentionally to

create a positive impact.

Boldly go beyond

We challenge the status

quo to make the impossible,

possible—for ourselves,

our customers and

our partners.

Dare to simplify

We challenge ourselves

to create simplicity

where complexity exists.

Win together

We celebrate success as

a collaborative journey.

We work together as

one team to transform

individual ideas and

strengths into innovative

solutions for Serko and

our customers.

Our Guiding Principles

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04. Social

Employee experience

At Serko, we foster a culture of

learning and engagement, enabling

our team to adapt, innovate and

reach their full potential—driving

both individual and company

success.

Listening and engagement

As a global company, we actively listen to

our teams. Monthly pulse checks and annual

surveys guide real-time, actionable improvements

focused on fostering alignment, reducing friction,

enhancing collaboration and developing capability.

While scaling up our business through FY25,

we are pleased to have maintained a strong

sense of belonging, as evidenced by our high

employee engagement scores.


I've been impressed by the cultural alignment

between the Serko and the GetThere team. There

seems to be a solid foundation of shared values—

being good humans, transparency, openness and

mutual respect. This reassures me that we are on

a path of winning together as one team and for

our customers.

Sunitha Chandrasekaran—Senior Manager

Software Engineering, India

E

m

p

l

o

y

e

e


s

t

o

r

y

89%

Employees are proud

to work for Serko

5 pts

10 pts

91%

Employees recommend Serko

as a great place to work

8 pts

86%

Overall employee

engagement

16

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04. Social

Learning, development and

internal mobility

We invest in employee growth through

career learning pathways, dedicated learning

time, access to further education and internal

promotion opportunities. These initiatives

not only empower employees to achieve their

potential but also strengthen our business

and customer outcomes.

The impact of these initiatives is reflected

in strong engagement scores, a high level

of internal mobility and a near-universal

completion of AI learning pathways.

Future focus

To drive sustainable growth and efficiency, we

have prioritised AI adoption and the use of data-

driven tools. We are pleased to report significant

progress through FY25 in this area.

While there is more to achieve, these

advancements position us to continue evolving

and strengthening our capabilities through FY26.


I joined Serko as a Principal Engineer and

began leading our AI efforts in 2024, fulfilling

a 20-year dream. Serko's support allowed me

to return to university, experiment and develop

AI initiatives for the business. This mutual

investment has fuelled my growth and unlocked

new opportunities for the company by increasing

efficiency, productivity and supporting our

innovative technology ambitions.

Andrew Revell —Senior Principal AI Engineer, New Zealand

E

m

p

l

o

y

e

e


s

t

o

r

y

17

79%

Employees feel they have the

skills to succeed with data

13 pts

99%

Serkodians completed initial

AI learning pathways

2 pts

84%

Employees say they have

access to learning and

development

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Our FY25 intern programme welcomed

13 students across Engineering, Product

and Design. This year, we strengthened

the programme with:

• Hands-on experience —allowing interns to

apply their university learning to real-world

challenges by giving valuable insight into

the full development life cycle, helping build

technical expertise and product knowledge;

• Mentorship—providing a supportive setting,

which encouraged exploration, critical

thinking and meaningful contributions; and

• Pathways to full-time roles—as of March

2025, three interns had accepted Associate

roles in our Auckland team with five more

expected to join our India team.

Looking ahead to FY26, we will continue to

invest in early-in-career programmes to nurture

a dynamic and future-ready workforce.

At Serko, we are committed to

developing early-in-career talent

through our structured programmes,

which fosters innovation and fresh

perspectives within our teams. By

investing in young professionals, we

not only support their growth but

also ensure a dynamic and forward-

thinking workforce.

My time at Serko was an incredible learning

experience due to the supportive and

collaborative team. Everyone was always willing

to help, showing me that success comes from

working together. I'm grateful for the valuable

lessons and insights I'll carry forward.

Anna Shimizu —FY25 Engineering Intern

(now in the Experience Engineering team)

Working as a produc t design intern at Serko

was a great experience! The initial onboarding

at a new company can always be daunting

but Serko made me feel welcomed and well

integrated into the team so that I felt confident

to work on my own and with others.

Subiksha Rajashekar—FY25 Design Intern

(now in the Product Design team)

Early in career: developing the next generation of tech talent

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04. Social

19

Inclusion and diversity

At Serko, we’re committed to

building a culture of inclusion that

is woven into our daily interactions

across the business.

We believe diversity is essential to innovation and

for creating products that truly reflect and meet

the needs of our diverse, global customer base.

We celebrate diversity in all its forms, from

thought and culture to skills and experience,

and we are proud to be an equal-opportunity

employer.

While our journey continues, we remain

committed to transparency and accountability.

We set objectives annually to strengthen

inclusion and report progress regularly

to the Board.

Our key commitments are:

01

A systems approach

to promoting inclusion and

reducing bias in everyday

interactions and business

practices.

03

Building sustained

awareness and capability

through education, coaching

and self-reflection.

02

A data-led approach

to deepen our understanding

of representation, highlight

where we are doing well

and identify areas for

improvement.

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04. Social

20

Key FY25 annual

survey results

85%

Female engagement

8 pts

85%

"I feel like I can be

my true authentic

self at Serko"

3 pts

88%

"I feel I have things in

common with others

at Serko"

Same as FY24

Key commitment

Key FY25 initiatives and progressFuture focus

• Strengthened hiring practices—implementation of bias-free job descriptions and structured interviews

with diverse hiring panels

• Expanded investment in our business resource (affinity) group network including:

–Te Ropu—to promote Te Reo Māori in our workplace; and

–Wāhine at Serko—to empower female employees

• Continued investment in development with external Women Rising Programme

• Advanced Gender Tick accreditation achieved for 2025

• We continue to support and contribute to the New Zealand Mind The Gap reporting initiative (Pay

equity). Our Pay and Gender Equity Statement can be viewed here.

• Embed and monitor progress of the enhanced

hiring practices

• Further investment in affinity groups, including

dedicated affinity groups for LGBTQIA+ and

neurodivergent communities

• Internal reporting (annual, monthly) to measure engagement and sense of belonging with improvement

for female engagement reported up from 77% in FY24 to 85% in FY25

• Gender representation remains similar to last year with the integration of GetThere (see page 21)

• While Māori and Pacific peoples representation did not meet the targeted increase from <1% to 2%, we

have progressed in building external relationships and pipelines

• Gender pay and pay equity gaps methodologies have been refined and are now measured at a country

level, weighted according to each country's share of the workforce. These changes are an important

step in keeping our pay practices fair, data driven and aligned with our values as we grow

• Our FY25 results include the GetThere team and use the updated methodologies recently implemented:

–Gender pay gap: 17.9% (FY24: 13.3%); and

–Pay equity gap: 2.05% (FY24: 0.0%)

• Strengthening representation in our global

communities, including:

– =/> 40% female representation in senior

leadership and people management roles;

– female senior leadership in technology

roles targeting 12% (FY24: 7%); and

– Māori and Pacific peoples targeting 1.5%

(~6 people) from <1% (3 people).

• Ongoing focus on reducing gaps, reflecting

our commitment to fairness, transparency, and

ongoing progress. FY26 targets:

–Gender pay gap—reduce from 17.9%; and

–Pay equity gap— =< 1% (FY25: 2.05%)

• Continued unconscious bias training

• Introduction of new resources such as a Menopause Toolkit and Men's Health Education to support

workplace inclusion and wellbeing

• Investment in cultural competence training:

–Te Ao Māori learning offered through Te Kaa and Te Kaa Ignite courses; and

– awareness of varying ways of working across our diverse, global workforce through ongoing

cultural competence training, including a focus on India through the GetThere integration

• Embed and reinforce inclusive systems, with a

focus on leadership behaviours and education,

including allyship training

• Building external relationships and enhancing

cultural competence

A systems approach

A data-led approach

Building sustained

awareness & capability

to reducing bias and

promoting inclusion in

our daily interactions and

business practices.

to deepen our

understanding of

representation, highlight

where we are doing well

and identify areas for

improvement.

through education,

coaching and self-

reflection.

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21

04. Social

E

m

p

l

o

y

e

e


s

t

o

r

y


Starting from my first day, I was trusted to lead

and contribute in meaningful ways. This trust

drove me to excel every day.

After 10+ years, I've found my perfect role as a Senior Technical Solutions

Consultant. Serko prioritises people and fosters respect between teams.

Being part of the Women Rising cohort was transformative, pushing me to

challenge traditional thinking and celebrate our uniqueness. Serko's unique

culture, talented team and focus on delivering a first-in-class booking

experience make it an incredible place to work.

Jessica Ogley—Senior Technical Solutions Consultant, Australia

Gender diversity by group

All workforce*

All directors

67%33%

Non-executive directors

50%50%

Executives incl. Chief Executive Officer (CEO)

71%29%

People leaders

68%32%

21

*Not declared—0.5 %

0.2%

Non-binary

Female

35.2%

Male

64.1%

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04. Social

Our total headcount increased by 21.3%

in FY25, from 347 to 421 and our voluntary

turnover decreased from 11% in FY24 to 8%

in FY25 (voluntary turnover excludes acquired

GetThere employees).

Serkodians are a broad range of age and

experience (from early 20s to mid-60s), with

nearly half of our workforce (45%) in the

35–44 age group.

With the acquisition of GetThere, the average

tenure of employees has slightly increased, with

45% of Serkodians being with the Company for

more than four years (37% in FY24).

Workforce compositionAge rangeLength of service

Less than 1 year (14.5%)

1 year (11.2%)

2—3 years (29%)

4—5 years (16.1%)

6—9 years (12.8%)

10+ years (16.4%)


Full Time (92.1%)


Part Time (1.6%)


Fixed Term (2.1%)


Casual (0.2%)


Consultant (2.3%)


Contractor (1.2%)


Parental Leave (0.5%)


18—24 (3.3%)


25—34 (21.1%)


35—44 (44.7%)


45—54 (19.5%)


55—64 (8.3%)


65+ (0.2%)


Private (2.9%)

Our workforce

Ethnic representation is broadly balanced,

and we are proud to have 19 nationalities

represented at Serko.

Ethnicity


African (0.5%)


Asian (30.4%)


European/Caucasian (23.3%)


Indian (12.4%)


Latin American (1.4%)


Māori (0.5%)


Middle Eastern (0.2%)


Other (1.7%)


Pacific Peoples (0.2%)


Not disclosed (29.4%)

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04. Social

23

Employee health, safety & wellbeing

At Serko, we are dedicated

to supporting the health,

safety and wellbeing of our

employees. Our Health and

Safety Policy is reviewed

annually, and our Board plays

an active role in governance,

with monthly discussions

on progress toward our

objectives.

In this year’s Engagement survey, 85% of

employees expressed that Serko cares for the

health and wellbeing of its people, a five-point

increase compared to FY24. We manage health,

safety and wellbeing by engaging with our

teams through:

• regularly assessing health, safety and

wellbeing data to monitor the Company’s

performance;

• involving employees in decisions that impact

their health, safety and wellbeing; and

• monitoring workplace pressure and stress

levels through monthly pulse surveys and

promptly addressing any concerns.

A few ways we keep our

people safe and well

Real-time monitoring

Monthly reviews of key metrics, such

as hazard incidents, sick leave, Employee

Assistance Programme (EAP) usage and self-

reported stress levels allow us to respond

promptly to emerging trends

Wellbeing resources

Health and mental wellbeing education, Certified

Mental Health First Aiders, wellbeing leave and

sponsorship of physical movement to promote

activity and community engagement

Flexible working

Support of work-life balance through hybrid work

arrangements, allowing employees to manage

their personal and family commitments while

staying healthy and productive.

5 pts

85%

Employees

expressed that

Serko cares for

the health and

wellbeing of

its people

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04. Social

For good in our communities

At Serko, we are committed

to making a positive impact

in the communities where

we live and work. We

achieve this through both

volunteering our time through

our Day of Community and

financial contributions via

our community investment

programme.

When selecting which initiatives to support,

we ensure they are aligned with our guiding

principles; as well as having:

• alignment with our purpose—initiatives

that bring people together;

• meaningful connections—projects that

resonate with our people and have a strong

connection to the communities we are part

of; and

• strategic focus—investing in a select number

of initiatives with strategic partnerships and

targeted investments.

This year we contributed 975 hours during

our Day of Community and NZD $26,000

cash contributions through our community

investment programme.

975

volunteer

hours contributed

during our Day

of Community

$26k

cash contributed

(NZD) through our

community investment

programme

24

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In New Zealand

We volunteered for several community initiatives,

including The Waiheke Restoration Project, Urban

Regeneration, Department of Conservation,

Auckland City Mission, FairFood and Kiwiharvest.

In Australia

In Sydney, we joined the

Salvation Army to prepare and

serve meals for the homeless

and outreach centres. In

Melbourne, we participated in

Lifeline’s Out of the Shadows

Walk, raising funds for World

Suicide Prevention Day.

In the US

Our US team packed 20,736

dried meals, providing daily

meals for a year to 56 kids in

South Sudan, Chad or Ghana.

In China

In Xian, our team prepared meals for seniors at a

local care centre. In Foshan, we supported students

to create meals and crafts at the Community

Disability Wellness Centre.

Our Day of Community

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Dress for Success Auckland

We proudly support Dress for Success Auckland, part of

a global organisation dedicated to empowering women by

providing professional attire, development tools and support.

Our NZD$ 5,000 investment has helped at least 20 women re-

enter the workforce. They have been provided with professional

development, skills and a personalised dressing service through

its Career Centre.

Little Wings Australia

As a community sponsor of Little Wings Australia,

we help provide essential flight and ground transport

services for seriously ill children and their families

across rural and regional Australia.

Our partnership includes:

• a AUD $10,000 cash contribution to support families

in regional communities in New South Wales and

Queensland;

• waiving booking and travel management company

fees—alongside our partner Travel Beyond Group—to

further support the Little Wings’ travel programme;

and

• team engagement in volunteering opportunities

across Australia.

Covert Theatre

We also support The Covert Theatre to deliver diverse programmes

that foster community connection. Our NZD $10,000 donation

helps fund education programmes, workshops, entertainment and

scholarships—bringing joy and vibrancy to the community.

Investing in our communities

StartUp Club NZ

Through StartUp Club NZ,

we’re helping students from all

backgrounds to access startup

education and career opportunities.

This initiative empowers future

founders to build the next unicorns

and transform New Zealand's

economy. Our partnership has

been primarily financial so far

but we look forward to expanding

our involvement and support.

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04. Social

Our supply chain

The code is available on the Serko website

and covers the following areas:

• Business Ethics—including Anti-bribery

and Corruption, Sanctions and Anti-Money

Laundering and Terrorism Financing.

• Employment Conditions—covering Child

Labour and Modern Slavery, Health,

Safety and Wellbeing, Remuneration

and Learning Opportunities.

• Working Environment—promoting Harassment-

free and Non-Discriminatory work practices.

• Environment and Sustainability—ensuring

compliance with Environmental Laws

and Regulations.

• Respect for All—fostering a culture

of respect in all interactions.

To mitigate third-party risk, Serko

has implemented a robust due diligence

programme and risk assessment process.

This process involves a screening of all

material business partners, considering

factors such as location, industry and public

profile. Following this, ongoing sanctions and

enforcement screening checks are conducted

to maintain continuous oversight.

If any concerns arise from these screenings,

Serko’s Compliance Officer undertakes a

thorough investigation. The findings from these

investigations are documented and reported

to the relevant stakeholders. Additionally,

Serko requests that business partners adhere

to our business principles documented in the

Business Partner Code of Conduct.

Policy updates

In March 2025, Serko updated key governance

documents to reinforce our commitment to

responsible business practices:

Modern Slavery Policy

Complementing our Business Partner Code of

Conduct and Code of Ethics, this policy outlines

Serko’s commitment and approach to preventing

At Serko, we work closely with

a strong network of partners

to ensure an efficient and

resilient supply chain. Our

direct suppliers are primarily

based in New Zealand,

Australia and the US.

Serko's Business Partner Code of

Conduct includes the Serko Business

Principles, which detail our expectations

for all third parties we do business with.

We care about how we do business

and the relationships we form, and

we accordingly believe that the Serko

Business Principles are key to the

success of those relationships.

and addressing modern slavery risks

across our organisation and value chain.

Modern Slavery Statement

This statement is reviewed and updated annually

and outlines Serko’s current position in relation

to modern slavery risk, the steps taken and the

planned future actions to identify and address

the risks of slavery and human trafficking across

our business operations and supply chains.

Anti-bribery and Corruption Policy

Reaffirming Serko’s zero-tolerance

approach to bribery and corruption, this policy

sets expectations for our employees to uphold

the highest standards of integrity, honesty

and fairness in all we do.

These policies and statements are

available on the Serko website.

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Governance

Section 05

28

05. Governance

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05. Governance

Governance

This section outlines Serko’s key governance activities and progress

over the past year. A primary focus for the Board in FY25 was to oversee

and support the next phase of Serko’s growth strategy, delivered through:

• the renewal of Serko’s five-year partnership with Booking.com, announced on

30 April 2024. This milestone strengthens Serko’s foundation for global growth,

scaling its presence through Booking.com for Business—a user-friendly platform

for business travel; and

• accelerating Serko’s expansion into North America through a new long-term partnership

with Sabre Corporation (NASDAQ: SABR) announced on 28 October 2024. As part of the

partnership agreement, Serko acquired Sabre’s business travel management solution

GetThere and committed to co-develop and co-invest in new industry capabilities,

with Sabre co-selling Serko solutions.

For more detail regarding our governance practices, please refer to our Corporate

Governance Statement, available in our Annual Report at serko.com/investors.

Setting the foundations for

our next growth phase

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05. Governance

30

Succession planning

Strengthening capability in key roles

Board

The Board is committed to ensuring it has

the right skills and experience to meet Serko's

changing needs. Board composition has evolved

over time through planned succession, including

the appointments of Jan Dawson (2021) and

Sean Gourley (2024) as independent, non-

executive directors. These changes have helped

to renew and strengthen the Board to meet

Serko’s current and future needs.

Clyde McConaghy, an independent, non-

executive director, has confirmed he will not

be standing for re-election as a director at the

2025 Annual Shareholder Meeting. Clyde has

served as Chair of People, Remuneration &

Culture and Chair of Audit & Risk committees

and has made a significant contribution

to Serko’s success. The Board intends to

appoint a new independent director.

Executive and Senior Leadership

The People, Remuneration and Culture

Committee (PRAC) regularly reviews succession

planning for our Executive Team—both as a risk

management tool and to ensure we have the

right leadership to drive growth and sustainable

financial performance. The PRAC reviews both

internal and external talent to meet future needs.

In FY25, we made several important hires as a

result of succession planning, to strengthen our

leadership and capability in key roles, including:

• Chief Technology Officer

Simon Young (internal appointment)

• Chief Operating Officer

Matt Gerrie (ex Booking.com)

• Vice President Unmanaged Travel

David Holyoke (ex Airbnb)

• Vice President Platform Engineering

Tarun Phaugat (ex Uber)

• Global Head of Design

Melissa Helyer-Akhara (ex Samsung,

Alibaba, Virgin)

Additionally, through the GetThere

acquisition, we welcomed:

• Vice President GetThere

Brett Dowling

• Vice President Engineering / India Site Leader

Sanjeeb Patel

These additions further strengthen our

technology, product and business development

capability, positioning us for future growth.

Further details about our Executive and

Leadership Team are available on our website

serko.com/about.

Simon Young

Chief Technology Officer

(internal appointment)

Matt Gerrie

Chief Operating Officer

David Holyoke

Vice President

Unmanaged Travel

Ta r u n P h a u g a t

Vice President

Platform Engineering

Melissa Heyer-Akhara

Global Head of Design

Brett Dowling

Vice President GetThere

Sanjeeb Patel

Vice President Engineering

/ India Site Leader

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05. Governance

Global remuneration strategy

Our FY25 remuneration

strategy focused on aligning

remuneration with growth and

long-term shareholder value.

Key initiatives included:

• The first grant under the Executive Long-Term

Incentive (ELTI) that includes an absolute

shareholder return performance hurdle.

• Leveraging stock to attract strategic

tech talent, specifically in platform, AI and

ecommerce, to accelerate our growth

and strategic execution.

As Serko grows globally, especially in the

US and India, we will continue to evolve our

global job and pay architecture to attract

and retain top talent in the market and support

career progression for our people. We will also

ensure our benefits are aligned and competitive

globally through local market benchmarking.

For more detailed information on our

remuneration practices please see our

full Remuneration Report.

31

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05. Governance

Enhanced risk management

During FY25, Serko continued

to enhance its risk management

practices within the business

and focused on improving risk

management in two key areas:

cyber security, and data protection

and incident response.

For further information on Serko’s risk management

approach and a summary of our top risks, please refer

to the Corporate Governance Statement in our Annual

Report, available at serko.com/investors. Climate-

related risks and opportunities are also detailed

in Appendix 1 of this Report.

Risk programmeCyber security Data protection and incident response

Serko remains committed to continuous

improvement and adaptation of its risk

management framework to meet the

evolving needs of the business.

We continued to embed risk management

practices by expanding our inventory of

business risks, enhancing risk management

capabilities among senior leaders and

improving the reporting of top risks through

ongoing refinement of key risk indicators.

During the year, the Board held a Risk

Workshop to review framework settings,

resulting in a revised risk appetite for certain

risk categories and updated impact criteria

for risk assessments to reflect a larger

business. Top risks were also updated.

Maintaining and enhancing Serko’s

cyber security stance continues to be

a high priority.

During the year we completed activities to

achieve compliance and meet certification

requirements for PCIDSS 4.0.

We have also successfully obtained SOC2

(type II) certification, implementing and

demonstrating the effectiveness of internal

controls across the entire organisation.

In addition to these compliance initiatives,

and as part of a major security programme

of work, we have integrated security threat

intelligence services, made improvements to

our security supply chain risk management

practices and introduced new perimeter

security technology and security

engineering tooling.

During FY25, we conducted an indepth

review of our risk exposure for data

protection and all elements of our incident

response protocol, including cyber

insurance arrangements.

New risk modelling and key risk

indicators were developed, and Serko’s data

minimisation programme was prioritised

to deliver large reductions in personal data

records counts, with automated processes

to ensure ongoing minimisation.

We also secured improved cyber

insurance policy terms and enhanced

our cyber incident response process to

ensure readiness in the unlikely event of

a data breach.

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05. Governance

33

Governance practices for the future

We are committed to the

continuous improvement of

Serko’s policies and practices

to ensure that our governance

framework evolves to meet the

challenges of a rapidly changing

environment and that we remain

a forward-thinking and socially

responsible organisation.


Serko is committed to leveraging cutting-edge technology to drive sustainable growth and

operational efficiency. The adoption of AI tools has been prioritised across various business functions.

A robust AI governance framework has been established that includes a cross-functional AI Community

of Practice to oversee the implementation and use of AI tools under Serko’s AI Adoption Policy.

This framework ensures compliance with regulatory and data protection requirements.

A pilot programme for new AI tools has been launched and company-wide training undertaken to support

the responsible and ethical use of AI.


Data governance is a high priority at Serko to ensure the integrity, security and ethical use of data

across all our operations. Our data governance framework is designed to manage data effectively,

ensuring compliance with regulatory requirements and fostering trust among stakeholders.

Over the past year, we have implemented a tiered governance structure, consisting of a Data Governance

Group of senior management, and a Data Steering Committee of key executives, to manage and make

strategic and operating decisions for data analytics and experimentation activities. This has led to

more fluid, high-quality engagement and streamlined decision-making.

Artificial Intelligence

(AI) governance

Data governance

34
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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices05. Governance

Our focus on strengthening

shareholder engagement

remains a priority, with

efforts centred around

open communication and

better understanding key

stakeholder priorities as we

expand our global footprint.

Serko periodically meets with

investors to ensure alignment

of governance and strategic

expectations.

In December 2024, Serko hosted its Investor

Day in Auckland, offering stakeholders the

opportunity to hear directly from our leaders

about the next phase of Serko’s growth strategy.

Key topics covered were:

• our renewed focus on North American

expansion, detailing the GetThere acquisition

and partnership with Sabre Corporation;

• Serko’s continued investment in its global

technology and product platform;

• business travel technology trends

and opportunities in the unmanaged travel

segment, including Booking.com for Business.

Strengthened stakeholder

engagement

34

34

35
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

Group Climate

statements

Section 06

35

36
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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

36

Group Climate statements

Prepared in accordance with

the Aotearoa New Zealand

Climate Standards

For the period: 1 April 2024–31 March 2025

Disclaimer:

This report contains current and forward-looking information that is based on estimates, assumptions and incomplete data, as well

as our judgements about the future effects of climate change and its impacts on Serko’s business, based on its understanding as at the

date of this report. While Serko has obtained the information included within this report from sources that it believes to be reliable as at

the date of preparation, it cautions reliance being placed on information that is subject to significant uncertainties and assumptions.

Forward-looking statements, including climate-related scenarios, targets, risks and opportunities, anticipated impacts, statements

of Serko’s future intentions, estimates and judgements are based on assumptions that are inherently uncertain and likely to change

over time. These forward-looking statements should not be taken as guarantees of future performance and there are many factors

that could cause the outcomes to differ materially from that described, including factors outside of Serko’s control. Serko's actual

performance against its climate-related targets, the strategies that it adopts, and its climate-related risks and opportunities, may not

eventuate or may be materially different than anticipated.

Serko does not represent that the forward-looking statements in this report will not change following publication of this report and

gives no undertaking to update the information in this report (subject to relevant legal or regulatory requirements). This report is not

an offer or recommendation to invest in, distribute or purchase financial products. Nothing in this report should be interpreted as

advice, whether investment, legal, financial, tax or otherwise.

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37

Group Climate statements

Statement of Compliance

Serko is a climate-reporting

entity under the Financial Markets

Conduct Act 2013, and our Group

Climate statements cover the

period between 1 April 2024

and 31 March 2025, our second

mandatory reporting period.

These disclosures comply with the Aotearoa

New Zealand Climate Standards issued by the

External Reporting Board (Climate Standards).

Unless otherwise stated, all figures and

commentary relate to the full year ended 31

March 2025. Serko’s presentation currency is

New Zealand Dollars (NZD) and all references

to currency-related amounts in this report

are in NZD unless stated otherwise.

To ensure compliance, Serko has adopted the

following Climate Standards adoption provisions:

• Adoption Provision 2: Anticipated

financial impacts

A qualitative description of anticipated

financial impacts has been provided rather

than quantitative data. This is due to the

wide range of possible outcomes associated

with physical and transitional risks that make

financial modelling complex and challenging.

• Adoption Provision 4: Scope 3 GHG emissions

We have reported on an upstream emissions

subset of Scope 3 but have not incorporated

downstream emissions information.

• Adoption Provision 7: Analysis of trends

We have included two years of

comparative data, although we are still

developing a deeper understanding of

trends and their broader impact.

In preparing our disclosures and assessing

the materiality of climate-related matters, we

have considered whether these factors would

reasonably influence decisions made by our

primary users. Our primary users are existing

and potential investors, customers (including

travel management companies and direct

customers) and end users of our travel

management and expense platforms.

This report has been approved by the Board

on 20 May 2025 and is signed on behalf of the

Board by Claudia Batten (Chair of the Board)

and Jan Dawson (Chair of the Audit, Risk and

Sustainability Committee).

Claudia Batten

Chair of the Board

Jan Dawson

Chair of the Audit, Risk and

Sustainability Committee

37

20 May 2025

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

383838

Climate governance

Board oversight

Serko’s Board is ultimately responsible for

overseeing the Company’s strategy, including

environmental, social and governance (ESG)

elements. The Board sets and monitors climate-

related targets and metrics and integrates

climate considerations within Serko’s broader

risk management framework.

Climate-related risks and opportunities are

identified within this framework and incorporated

into our strategy-setting process. The Board

approves both the risk management framework—

which covers climate-related risks—and Serko’s

sustainability strategy.

The Board is supported by the Audit, Risk &

Sustainability Committee (ARSC) to which it has

delegated oversight of sustainability matters.

The ARSC is responsible for:

• ensuring the effectiveness of Serko’s ESG

Programme;

• overseeing climate-related risk management;

• monitoring progress against climate-related

targets and metrics; and

• ensuring compliance with climate-disclosure

reporting requirements.

Risk and ESG matters (which may include

climate-related risks and opportunities) are a

standing agenda item at each ARSC meeting

(held four times a year). The ARSC receives

reports from the Executive Team and / or ESG

Steering Committee (‘ESG SteerCo’) with input

from the Climate Disclosure Working group. It

also receives dedicated half-yearly reporting

on climate-related risks, opportunities and

performance metrics.

The ARSC makes recommendations to the

Board on relevant climate-related matters

and provides updates and minutes after

each meeting.

The Board regularly evaluates its skills and

competencies to ensure effective governance

and uses a skills matrix that includes climate-

related expertise. A summary of the skills

matrix is available in our Annual Report

and on serko.com/investors.

Climate-related performance metrics are

not currently incorporated into remuneration

policies. However, the People, Remuneration

and Culture Committee sets and regularly

reviews Serko’s remuneration policies and

practices to ensure they are consistent with

strategic goals and are incorporated into short-

term and long-term incentives.

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39

Management accountability

Executive Team

Serko’s CEO and Executive Team are

accountable for the day-to-day management

of ESG and climate-related matters. Climate-

related risks and opportunities are integrated

into Serko’s risk management framework,

ensuring consistency with broader risk and

opportunity management processes.

The Executive Team reviews and manages

climate-related risks and opportunities through:

• integrating climate risks into strategy

development, capital deployment and

funding decisions;

• quarterly reviews of top business risks,

including climate-related risks; and

• developing and maintaining controls,

processes and practices to manage

and monitor climate-related risks within

Serko’s approved risk appetite.

Serko Board

Overall oversight of all climate-related matters:

• considers climate-related risks and opportunities (as part of broader risk management framework)

when setting Serko’s strategy;

• approves climate-related metrics and targets; and

• ensures appropriate skills and competencies at the Board level to oversee climate-related

risks and opportunities.

Audit, Risk & Sustainability Committee

Supports the Board in oversight of:

• climate-related risks and opportunities;

• progress against targets;

• compliance with climate-related disclosure obligations; and

• effective development and execution of the ESG Programme.

Executive Team

Overall responsibility for climate strategy, risk and opportunities. Supported by the ESG SteerCo.

ESG SteerCo

Executive and Leadership team responsible for development, execution, embedding and championing

the ESG programme. Reports to the ARSC on risk and ESG-related matters at each meeting.

Cross-functional Team

Responsible for day-to-day implementation and risk management. Includes the Climate Disclosure

Working Group. Provides inputs to the ESG SteerCo to enable accurate reporting to the ARSC.

ESG Steering Committee (ESG SteerCo)

The ESG SteerCo is responsible for the day-

to-day management of climate-related risks

and opportunities and the execution of Serko’s

ESG Programme. The Chief Financial Officer

(CFO) chairs the committee, which includes

executive and leadership-level sponsors. The

committee meets at least once per quarter

to review ESG progress and make decisions

within its delegated authority.

The ESG SteerCo reports to the ARSC on ESG-

related matters, including climate-related

matters, at each ARSC meeting.

Cross-functional Team

The ESG SteerCo is supported by cross-

functional specialists who manage the day-to-

day implementation of Serko’s ESG programme,

mitigate climate-related risks and execute

climate-related opportunities. Compliance with

Group Climate statements is overseen by the

Climate Disclosure Working Group.

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Strategy

Current climate-related

impacts

We acknowledge the global impacts

of climate change and recognise that

while our business has been minimally

affected to date, we expect this to change

over time. The extent of future impact of

climate events will depend on a number

of factors, not just the trajectory of

global warming.

Our climate-related risks and

opportunities, along with anticipated

impacts under different scenarios,

are outlined on pages 48–53 of this report.

Climate-related events over the past 12

months are set out in Table 1 opposite

and continued on the following page.

Table 1: Current climate-related impact (continued on the following page)

1

GBTA Business travel Industry Outlook Poll published 13 February 2025 https://www.gbta.org/wp-content/uploads/Business-Travel-Outlook-Poll-February-2025-vFinal.pdf

Area of impact

Impact descriptionQualitative descriptionFY25 quantitative

impacts

Physical

Severe or extreme

weather conditions

Ref: CR005 and CR006

in Table 3

Australia bushfires (December 2024)

Severe bushfires in New South Wales and Victoria caused widespread

travel disruptions and evacuations.

California wildfires (January 2025)

Wildfires across the Los Angeles area caused both travel disruptions

and evacuations.

Winter Storm in North America (January 2025)

A major winter storm brought heavy snowfall and ice, affecting travel

across north eastern US and eastern Canada .

Australia tropical storm Alfred (March 2025)

A cyclone turned tropical storm disrupted air travel to and from Brisbane

and the Gold Coast for a week. The storm brought flooding and damage

to the area and forced the closure of several airports including, Gold

Coast and Ballina-Byron.

Widespread flooding in Germany and Poland (September 2024)

Both Germany and Poland experienced widespread flooding due to extreme,

prolonged rainfall. This flooding was part of a larger event affecting Central

Europe, countries Austria, Czechia, Slovakia, Romania and Hungary. The

heavy rainfall caused significant damage and impacted millions of people.

No significant impact on

Serko’s operations.

No meaningful impact

to current operations.

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Area of impact

Impact descriptionQualitative descriptionFY25 quantitative

impacts

Tr a n s i t i o n

Climate-related

disclosure

requirements

Ref: CR001 in Table 3

Over the past 12 months, we have fostered the integration of climate

change considerations into our business practices. Recognising that

we are still on this journey, we need to remain proactive and compliant

with regulatory requirements. Companies will continue to demand

more information on the impacts of their travel and identification

of sustainable choices.

Continued enhancement and broadening of internal

capability.

Ongoing investment in external support and advice.

No meaningful impact

to current operations.

Carbon pricing

Ref: CR002 and

CR003 in Table 3

The 2024 World Bank Carbon Pricing Report states that while carbon

pricing covers around 24% of global emissions, adoption has been

limited over the past year with mixed pricing changes.

Serko to date cannot attribute any hosting

and infrastructure price increases directly to the

transition to a low carbon economy but we do believe

this to be a factor, as a gap remains between countries’

commitments and implemented policies.

No meaningful impact

to current operations.

Supply chain

disruptions

Ref: CR003 in Table 3

The COVID-19 pandemic, subsequent global inflation and geopolitical

uncertainty have demonstrated the size and speed of impacts

on supply chains across physical goods movements, computer

chipset supply for IT equipment and labour skillset pools.

We anticipate climate-related events could be a key risk

to the global supply chain. Supply chain issues have

impacted aircraft manufacturers' performance with

delays in delivery of planes to airlines. This is anticipated

to have a supply dampening effect reducing airlines'

expansion plans and their ability to meet passenger

demand, and potential higher fares for passengers.

No meaningful impact

to current operations.

Business travel

demand

Ref: CR001 and

CR004 in Table 3

Demand for business travel is forecast to continue growing in

the short to medium term, with GBTA 2025 poll results¹ reporting an

overall positive industry trajectory with 48% of travel buyers expecting

their companies to take more business trips in 2025 and 57%

anticipating increased travel spending in 2025 versus 2024.

Business travel demand has been consistent in the past

12 months, with no evidence of meaningful financial

impacts from climate events in the current year.

No meaningful impact

to current operations.

Table 1: Current

climate-related

impact (continued)

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42

Scenario analysis framework

We analysed three climate scenarios aligned

with both IPCC and NGFS frameworks, which we

believe represent appropriate descriptions of how

the future may develop, relevant to our industry

and business.

Our recommended scenarios, summarised

below, have been considered and endorsed by

the ARSC (with formal approval by the Board).

They align with the NZ CS requirement to include

at least one 1.5 ̊C scenario and at least one 3 ̊C

or greater scenario, which are used to challenge

our business model and strategy.

In Table 2: Scenario overview (pages 44–46) we

have described more fully the characteristics

of each scenario, as well as the underlying

assumptions for our risk analysis.

These scenarios cover a range of both

transitional and physical outcomes that capture

the key impacts and uncertainties of relevance

to the travel software sector. Our scenario

analysis started with the three recommended

IPCC scenarios and incorporated the five NGFS

Short-Term Climate Scenarios (refer to Fig 3).

Each transition and physical risk was evaluated

for potential impacts over a one to five year

timescale, considering global effects in online

bookings adjusted for Serko’s market share

and translated into possible revenue impacts.

Operating expense changes due to supply

chain impacts, infrastructure and increased risk

premiums were also modelled to determine the

estimated net effect on Earnings Before Interest,

Taxes, Depreciation, and Amortization (EBITDAF).

Risk ratings were aggregated across the

relevant scenarios and time periods. Currently,

the scenario analysis is prepared annually as

a standalone exercise by our Finance team

and reviewed by a Cross-functional team and

Management, with no external parties involved

in the preparation.

Our analysis under Serko’s planning

horizon highlighted the likelihood of an

inverse relationship between transitional

and physical risks:

• where governments intervene more to

prevent climate change, the likelihood of

transitional risk impacts will be greater,

including a potential reduction in travel

demand. If these interventions are successful,

peak climate warming will be lower, along with

the likelihood of physical risks eventuating; and

• alternatively, if governments do not intervene,

or have less effective change policies, the

likelihood of higher peak temperatures and

associated impacts from physical risks

is greater.

This inverse relationship can be seen in

the difference between the NGFS Disorderly

outcomes in Fig 2 (higher transition, lower

physical risks) vs the Hot House World (lower

transition, higher physical risks).

This approach ensures that Serko is prepared

for multiple potential futures, balancing risk

mitigation and opportunity identification

within our sector.

ScenarioWarming

projection

by 2100

Key implications

Optimistic1.5°C (SSP1-

1.9)

Strong government

action, significant

decarbonisation and

minimal physical risks.

Disorderly

Tr a n s i t i o n

2.7°C (SSP2-

4.5)

Moderate policy action

leading to economic

and operational

disruptions.

Regional

Rivalry or Hot

House World

3.6°C (SSP3-

7.0)

Limited climate action,

severe physical risks

(eg, extreme weather

events).

Scenario analysis undertaken

During FY25, we reviewed our scenario analysis,

to reassess Serko’s climate-related risks and

opportunities. The review confirmed that no

changes were needed, reaffirming the resilience

of our business model and strategy.

The work was led by the Climate Disclosure

Working Group, with support from the ESG

SteerCo and aligned with global climate

frameworks, including:

• the Intergovernmental Panel on Climate

Change ('IPCC') 6th assessment 2021;

• the Shared Socio-economic Pathways ('SSP')

scenarios relevant for New Zealand; and

• the Network for Greening the Financial System

(‘NGFS’) climate framework, particularly the

Short-Term Climate Scenarios1 that align with

our medium- and long-term horizons.

Given the small size of the technology /

travel sector in New Zealand, Serko could not

participate in sector-wide analysis. Instead, we

reviewed and considered climate scenarios used

by companies in the closest adjacent sectors

to ensure relevance to our business.

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43

Net Zero

2050

(1.5ºC)

Divergent

Net Zero

(1.5ºC)

Below

2ºC

Current

policies

NDCs

Delayed

transition

SSP2

-4.5

SSP1

-1.9

SSP3

-7.0

High

High

Physical risks

Tr a n s i t i o n r i s k s

Low

Low

OptimisticHot House World

DisorderlyToo little, too late

Fig 2: NGFS Climate frameworks demonstrating the level of transition and

physical risk under each climate scenario with the IPPC pathways considered.

Fig 3: Five NGFS shorter-term climate scenario narratives grouped under the relevant IPCC

climate warming pathways considered.

Fig 1: IPCC anticipated trajectory of carbon emissions for the three considered climate scenarios

S

S

P

3


7

.

0


(

H

o

t


H

o

u

s

e


W

o

r

l

d

)

Physical risk

5—Low policy

ambition and disaster

Paris-

aligned

S

S

P

2


4

.

5


(

D

i

s

o

r

d

e

r

l

y

)

Transition and

physical risk

4—Diverging realities

S

S

P

1


1

.

9


(

O

p

t

i

m

i

s

t

i

c

)

Tr a n s i t i o n r i s k

1—Sudden wake-up call

2—Green bubble

3—Highway to Paris

100

2020201520302040205020602070208020902100

Carbon Dioxide (GtCO

2

/yr)

80

60

40

20

0

-20

SSP3-7.0

SSP2-4.5

SSP1-1.9

Serko’s planning

horizon

Current year

Fig 1: Full reference: Climate Change 2021: The Physical Science Basis. Contribution of Working Group I to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change [Masson-Delmotte, V., P. Zhai, A. Pirani, S.L. Connors, C. Péan, S. Berger, N. Caud, Y. Chen, L. Goldfarb, M.I.

Gomis, M. Huang, K. Leitzell, E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T. Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 3−32, doi:10.1017/9781009157896.001.

Fig 2: Network for Greening the Financial System (NGFS). "NGFS Scenarios High-Level Overview." November 2024.

Fig 3: Network for Greening the Financial System (NGFS). "Conceptual Note on Short-Term Climate Scenarios." October 2023.

44
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

44

Table 2: Scenario overview

1


Characteristics

Optimistic

Average warming of 1.5°C by 2100

Ref: SSP1-1.9 and NGFS Optimistic

Disorderly

Average warming of 2.7°C by 2100

Ref: SSP1-4.5 and NGFS Disorderly

Regional Rivalry or Hot House World

Average warming of 3.6°C by 2100

Ref: SSP1-7.0 and NGFS Hot House World

Environmental

• More frequent severe weather events but the

world has avoided the worst consequences of

climate change.

• 10-year precipitation events will likely occur 1.5

times more (+10.5% wetter)

1

.

• More significant weather impacts globally.

• 10-year precipitation events will likely occur 1.7 times

more (+14.0% wetter)

1

.

• CO2 emissions hover around current levels before

beginning to decline by mid-century.

• Weather impacts continue to worsen, even move

disruptive and damaging.

• 10-year precipitation events will likely occur 2.7 times

more (+30.2% wetter).

• CO2 emissions and temperatures continue to rise,

with CO2 emissions almost doubling from current

levels by 2100.

Policy

• Strong and aligned government intervention,

with ambitious sustainability targets.

• Policies promote decarbonisation and more

sustainable practices.

• Uneven government intervention consistent with

historical trends.

• Policies that prioritise political stability and economic

growth; fewer policies focused on sustainability

and decarbonisation.

• Little to no significant government intervention, bringing

no impactful change to temperature trajectory.

• Policies prioritise minimising impacts of weather

and climate events.

Socio-economic

• More environmentally friendly practices, with focus

shifting from economic growth to general wellbeing.

• Investments in education and health increase

and inequality decreases. Lowest health and

wellbeing impacts.

• High investment in green technologies and

infrastructure, strong global economic growth

with a focus on sustainability.

• Socio-economic factors follow historical trends,

with no significant change.

• Slower progress toward sustainability, with disparate

development and income growth.

• Moderate health and wellbeing impacts.

• Moderate investment in green technologies.

• Slow adoption of environmentally friendly practices. 

• Highest health and wellbeing impacts.

• Countries more competitive with each other, prioritising

national and food security.

• Low investment in green technologies, with slow

economic growth.

Environmental

Socio and

Macro-economic

Policy

1

Full reference: Climate Change 2021: The Physical Science Basis. Contribution of Working Group I to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change [Masson-Delmotte, V., P. Zhai, A. Pirani, S.L. Connors, C. Péan, S. Berger, N. Caud, Y. Chen, L. Goldfarb, M.I.

Gomis, M. Huang, K. Leitzell, E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T. Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 3−32, doi:10.1017/9781009157896.001.

45
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

45

1

Full reference: Climate Change 2021: The Physical Science Basis. Contribution of Working Group I to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change [Masson-Delmotte, V., P. Zhai, A. Pirani, S.L. Connors, C. Péan, S. Berger, N. Caud, Y. Chen, L. Goldfarb, M.I.

Gomis, M. Huang, K. Leitzell, E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T. Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 3−32, doi:10.1017/9781009157896.001.

Characteristics

Optimistic

Average warming of 1.5°C by 2100

Ref: SSP1-1.9 and NGFS Optimistic

Disorderly

Average warming of 2.7°C by 2100

Ref: SSP1-4.5 and NGFS Disorderly

Regional Rivalry or Hot House World

Average warming of 3.6°C by 2100

Ref: SSP1-7.0 and NGFS Hot House World

Te c h n o l o g i c a l

• Rapid technological change focused on

decarbonisation and sustainable practices.

• High research and development (R&D) investment,

with widespread adoption of negative emissions

technologies.

• Technology change is slow to start and focused on

short-term challenges, with speed of change relative to

level of policy intervention.

• Moderate development of clean technologies with limited

R&D investment, lower adoption of negative emissions

technologies.

• Technology change focused on maximising energy

resources rather than sustainable practices.

• Minimal adoption of negative emissions technologies,

with slow development of clean technologies.

Energy pathways

• Rapid transition to renewable energy sources

and high efficiency improvements.

• Significant reduction in fossil fuel use.

• High adoption of nature-based solutions.

• Significant carbon capture and storage (CCS)

deployment.

• Continued reliance on fossil fuels, with slower transition

to renewable sources.

• Moderate energy efficiency improvements.

• Limited adoption of nature-based solutions, with

some reforestation.

• Moderate CCS deployment.

• High reliance on fossil fuels and low energy

efficiency improvements.

• Countries prioritising non-renewable energy resources

in the near term over investment in renewable or green

technologies.

• Minimal afforestation and reforestation, with low

adoption of nature-based solutions.

• Limited CCS deployment.

Table 2: Scenario overview

1

(continued)

Te c h n o l o g i c a l

Energy pathways

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements

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Table 2: Scenario overview (continued)

Optimistic

Average warming of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry or Hot House World

Average warming of 3.6°C by 2100

Ref: SSP3-7.0

This scenario focuses on achieving the Paris Agreement’s

goal of limiting global warming to 1.5ºC above pre-industrial

levels by the end of the century.

It involves a high degree of regulatory change supporting

ambitious climate policies aimed at net-zero emissions.

Focus is on sustainable decarbonisation practices across

all sectors, and everyone is expected to play their part.

Policies aimed at reducing inequality and improving health,

wellbeing and education are also prioritised, including protecting

vulnerable populations from the impact of climate change.

As policy intervention grows, consumers and businesses

rapidly move to prioritise change, including a focus on more

sustainable solutions and practices. Travel sector participants

develop preferences for more sustainable transport and

accommodation options.

Technologies supporting decarbonisation and sustainable

practices are rapidly advanced. This includes environmentally

friendly technologies, renewable energies and the

decarbonisation of transport.

This scenario follows historic patterns, with CO

2

emissions remaining

at current levels until 2050, when green energy starts driving a decline.

Technology advancements focused on sustainable practices

and solutions begin to accelerate after 2030, as decarbonisation

policies are embedded.

Regulatory intervention occurs more slowly and inconsistently

around the world. Policy focus is initially on maintaining market

stability and economic growth, and the introduction of decarbonisation

policies is slow until 2030. The resulting changes are more rapid

and costly to implement.

Socio-economic inequities mean inconsistent access to new

technologies and sustainable practices. Early adopters get more

opportunities, while late movers face increased cost and competition.

A lack of action through the 2020s results in more extreme weather

patterns. With weather-related events occurring more often,

prioritisation is given to adaptation and protecting vulnerable

populations.

Travel sector participants will require greater flexibility as they see

increased disruption from weather events on a more frequent basis

but slower regulatory intervention will also reduce requirements for

sustainable travel options in the short to medium term.

This scenario sees continued rise in temperatures and

emissions, with CO

2

emissions doubling by the end of

the century.

The trend toward nationalism continues, with governments

focusing their attention on nation-serving behaviours. Security

of food and resources, such as water and energy, is prioritised.

Competition for scarce resources increases, along with increased

constraints on international trade and technology transfer.

Sustainable practices are de-emphasised as priority is given

to production. While consumers and markets remain interested

in climate change, a lack of policy settings does not support

significant mitigation.

With emissions continuing to grow unabated, there are

significant shifts in climate patterns and extreme weather

events. Consequently, the focus turns to adaptation and

response to climate-related events.

This would be the most disruptive scenario to the travel

sector in the very long term. Extreme weather events have

become more common in driving uncertainty around successful

travel outcomes. This can lead to significant increases in cost,

as the travel industry works to adapt to climate-related events

resulting in customers prioritising non-travel options.

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Climate-related risks

& opportunities

We proactively and consistently identify

and manage our risks and opportunities,

including climate-related risks and opportunities.

We recognise that the global understanding of

climate change and its impacts is continuously

evolving, driven by new data, regulatory

changes and shifting attitudes.

The identification of climate-related risks

and opportunities is seamlessly integrated

into our broader risk management framework,

ensuring consistency and alignment across

our business processes. This risk management

framework directly informs the development

and implementation of Serko’s enterprise

strategy, as well as capital deployment

and funding decisions.

We assess climate-related risks and

opportunities in the context of both physical

and transition impacts, evaluating the severity

and time horizon of these factors.

Time horizons

The time horizons used in our climate-related assessments

are aligned with Serko’s business modelling, strategic planning,

capital deployment decisions and asset management. As a growth

company in the travel technology space, Serko operates in a rapidly

changing landscape, requiring flexibility to respond to emerging

market trends and opportunities.

With our primary assets being technology and customer

relationships, we amortise internally developed software

over three to five years. Key customer contracts typically span

three to five years, although these are generally not included in

financial statements.

The acquisition of GetThere in January 2025 does not change

our assessment of time horizons. GetThere’s business model,

including planning cycles, length of customer contracts

and capital management, align closely or are already

incorporated into Serko’s core operations.

Materiality of impacts

In determining the severity of climate-related impacts, we have

aligned our approach with Serko’s risk management framework.

Each risk category includes a range of criteria, including a financial

impact range, to assess the level of materiality to the business.

These criteria are applied to evaluate impacts for both climate-

related risks and opportunities.

In some cases, the financial impact of climate-related events

is more challenging to quantify. This applies particularly when

attempting to attribute a business impact directly to a climate-

related risk or cause. For example, pricing increases for hosting,

infrastructure and travel content are influenced by multiple factors,

including (but not limited to) economic instability, geopolitical

tensions and inflation, as well as climate-related factors. The

intersection of these variables makes it difficult to identify

the precise impact of climate change.

High-level impact description

Severe

>10%

*

Critical functions of Serko are affected,

limiting the ability to operate.

Major

5–10%

*

Multiple functions of Serko are affected, limiting

the organisation’s ability to meet one or more

strategic objectives.

Moderate

1–5%

*

Effects are limited to a single operational area.

Minor

<1%

*

Unlikely to impact the effective operation of Serko.

Time horizons for assessing climate-related risks & opportunities

Short term

< 1 year

Aligns with the length of time covered

by Serko’s budget planning cycle.

Medium term

1–3 years

Reflects the length of most managed

customer contracts and asset

amortisation.

Long term

3–5 years

Reflects the length of key partner

contracts and aligns with the

organisation’s strategic planning horizon.

*% budgeted annual income. This threshold is higher than in FY24.

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Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional Rivalry

or Hot House

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Transitional Risk CR001: Unable to meet customer demand for more sustainable options

Serko cannot deliver new products, solutions or supporting data to

match the pace of growth. This could result in:

• Loss of customers: As clients increasingly prioritise sustainability,

failure to meet their expectations could lead to customer attrition.

Competitors offering more sustainable solutions may attract Serko's

existing customer base;

• Loss of revenues: The inability to innovate and provide sustainable

options could directly impact Serko's revenue streams. Customers

may shift their spending to competitors, resulting in significant drops

in sales and market share across different geographies; and

• Reputational impact: In today's market, sustainability efforts are

important. Serko must remain competitive and maintain this brand

image, failure to do so will make it harder to attract new customers

and retain existing ones. Negative perceptions could also affect

investor confidence.

123123111

• Product development: Regularly review

and update our product roadmap to ensure

appropriate responses are planned and

prioritised.

• Access to capital: Ensure capital is available to

invest in additional capabilities as required.

• Data capabilities: Continue to build out our data

use and reporting capabilities.

• Voice of the customer: Continue to listen

to our customers and invest in new product

development opportunities.

• Market scan: Ongoing market scanning by

Product and Commercial teams to monitor

trends and consider new and innovative

solutions and enhancements.

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

4

Severe

>10%

3

Major

5–10%

2

Moderate

1–5%

1

Minor

<1%

High-level impact description

Physical risk

Risks related to the physical impacts

of climate change, such as extreme

weather events or change in

weather patterns.

Tr a n s i t i o n a l r i s k

Risks related to the transition to a low-

emissions, climate-resilient global and

domestic economy, such as policy,

legal, technology, market and reputation

changes associated with the mitigation

and adaptation requirements relating

to climate change.

Table 3: Grouped climate risks and opportunities determined to be most relevant, with anticipated impacts

Serko recognises the impacts of climate change across the globe and that this will continue over a significant timeframe, with the level of impact depending on the global

warming trajectory. The timeframes used correspond with Serko’s business modeling, strategic planning, capital deployment and asset management horizons (refer page 47).

These risks and opportunities inform our transition plan, which is aligned with our internal capital decision process (refer page 54).

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Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional Rivalry

or Hot House

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Transitional Risk CR002: Price increases for travel content

Demand for regulatory change supporting decarbonisation may require

more costly sustainable options, which leads to higher prices. Impact:

• Increased low-carbon content requirement: Corporates may opt for

trains, electric vehicles (EVs) and other low-carbon transportation

options instead of flights and petrol vehicles;

• Reduced revenues: Lower transaction volumes due to higher costs

and a shift towards more sustainable but less frequent travel options;

and

• Reduced margins: Higher costs associated with implementing and

maintaining sustainable practices could impact profit margins.

112112111

• Product development: Accelerate product

development to deliver sustainability solutions

where possible.

• Customer retention: Robust retention

strategies in place.

• Product roadmap: Significant investment in

the platform of the future.

• Monitoring: Ongoing monitoring whilst

continuing to increase low-carbon

customer options.

Transitional Risk CR003: Cost increases for hosting infrastructure

As governments prioritise direct carbon policies to reduce emissions,

the costs associated with hosting infrastructure that supports Serko’s

platforms are likely to be impacted. Impact:

• Price increases: To offset the increased costs of compliance with

carbon policies, Serko may need to raise prices for its services.

Alternatively reduced profit margins;

• Reduced revenues: Reduced revenue from lower transaction volumes

could lead to a decrease in transaction volumes; and

• Increased costs: Increase in costs as suppliers build resilience of

their operations against the threat of climate change and its impact.

Increased costs are likely to be passed on.

122112122

• Infrastructure optimisation initiative: Continued

focus on improving the efficiency of Serko’s

server and hosting infrastructure.

• Expense monitoring: Ongoing monitoring

of costs.

• Diversification of supply chain: Continue our

technology strategy initiative of choosing cloud

agnostic technologies where appropriate, and

running workloads across more than one cloud

provider.

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

4

Severe

>10%

3

Major

5–10%

2

Moderate

1–5%

1

Minor

<1%

High-level impact description

Physical risk

Risks related to the physical impacts

of climate change, such as extreme

weather events or change in

weather patterns.

Tr a n s i t i o n a l r i s k

Risks related to the transition to a low-

emissions, climate-resilient global and

domestic economy, such as policy,

legal, technology, market and reputation

changes associated with the mitigation

and adaptation requirements relating

to climate change.

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Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional Rivalry

or Hot House

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Transitional Risk CR004: Long term reduction in demand

A decline in the travel industry could adversely affect our financial

performance and ability to grow. Increasing awareness of carbon

emissions and / or regulatory change, such as mandatory reporting,

frequent flyer tax and carbon taxes could lead to people choosing

to fly less frequently or not at all. This shift in customer behaviour

could result in:

• Reduced revenue from lower volumes: As more customers

opt for alternative modes of transportation or reduce their travel

frequency, the overall demand for air travel will decrease, leading

to a significant drop in ticket sales and ancillary revenues; and

• Reduced revenue as customers make lower-value choices:

Customers who continue to travel may opt for more economical

option, such as budget airlines or shorter flights, to minimise their

carbon footprints and costs associated with carbon taxes and

other environmental levies.

123112111

• Monitoring: Ongoing monitoring of

customer and market trends.

• Market and regulatory scan: Ongoing

environmental scanning around regulatory

changes, corporate responses, geopolitical

issues and weather events—all impact travel

decisions.

• Product development: Increase functionality

and capability to support travellers to make

flight changes with ease. Acceleration

on product development where possible.

Additional product features to enable travellers

to make changes and alternative arrangements

as required (see opportunities).

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

4

Severe

>10%

3

Major

5–10%

2

Moderate

1–5%

1

Minor

<1%

High-level impact description

Physical risk

Risks related to the physical impacts

of climate change, such as extreme

weather events or change in

weather patterns.

Tr a n s i t i o n a l r i s k

Risks related to the transition to a low-

emissions, climate-resilient global and

domestic economy, such as policy,

legal, technology, market and reputation

changes associated with the mitigation

and adaptation requirements relating

to climate change.

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Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional Rivalry

or Hot House

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Physical Risk CR005: Supply chain and business continuity disruption caused by extreme weather events

Extreme weather events and prolonged changes in weather patterns can

cause significant disruptions to the Serko value chain. These disruptions

may include:

• Platform outages: Due to impacts to data centres, power, water and

other critical infrastructure. Resulting in platform down time and loss

of service availability;

• Increased supply lead times: Increase due to transportation delays,

damaged infrastructure, and resource shortages. Leading to delayed

projects / initiatives, delays in recovery times;

• Business disruption: If access to offices or systems is impacted, this

would affect employee productivity and operational continuity; and

• Increased risk premiums: Long-term supply chain disruptions

would result in higher risk premiums and cost of capital, ultimately

increasing cost pressures for businesses, which could in turn reduce

travel demand.

111112112

• Business resilience: Business continuity

and disaster recovery planning and processes,

with frequent capability testing and site visits.

• Ways of working: Increased ways of working

(remote and hybrid working).

• Value chain: Build strong supplier

relationships, monitor supplier costs.

• Expense reduction: Consider other expense

reduction opportunities to mitigate the impact

of unavoidable expenses.

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

4

Severe

>10%

3

Major

5–10%

2

Moderate

1–5%

1

Minor

<1%

High-level impact description

Physical risk

Risks related to the physical impacts

of climate change, such as extreme

weather events or change in

weather patterns.

Tr a n s i t i o n a l r i s k

Risks related to the transition to a low-

emissions, climate-resilient global and

domestic economy, such as policy,

legal, technology, market and reputation

changes associated with the mitigation

and adaptation requirements relating

to climate change.

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Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional Rivalry

or Hot House

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Physical Risk CR006: Travel disruption caused by extreme weather events

Extreme weather events cause significant travel disruption for

travellers, including route changes, airport closures. Leading to:

• Higher transaction costs: Customers rescheduling their travel

plans may incur additional fees.;

• Cancellation revenue / cost impact: Frequent cancellations

can lead to lost revenue and increased costs associated with

managing these disruptions;

• Increased operating costs: Supporting travellers during weather

events can lead to higher operational expenses, such as

additional staffing and logistical support; and

• Increased risk premiums: Weather event impacts on infrastructure

and travel disruption would result in higher risk premiums and cost

of capital, ultimately increasing operating cost pressures.

111112112

• Product development: Increase functionality

and capability to support travellers to make flight

changes with ease. Acceleration on product

development where possible. Additional product

features to enable travellers to make changes

and alternative arrangements as required

(see opportunities).

• Ongoing monitoring: Understand supply

chain activity and commitments to improve

operational resilience and adapt quickly to

the predicted effects of climate change.

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

4

Severe

>10%

3

Major

5–10%

2

Moderate

1–5%

1

Minor

<1%

High-level impact description

Physical risk

Risks related to the physical impacts

of climate change, such as extreme

weather events or change in

weather patterns.

Tr a n s i t i o n a l r i s k

Risks related to the transition to a low-

emissions, climate-resilient global and

domestic economy, such as policy,

legal, technology, market and reputation

changes associated with the mitigation

and adaptation requirements relating

to climate change.

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Opportunities

OpportunityAnticipated future impacts Time horizonStrategy to address opportunity

Product development

Expanding more sustainable travel options

New products, enhancements and data allow

customers to make informed choices about travel

and carbon-offsetting options.

• New product options drive increased

transaction volumes.

• Increased revenue.

• Customer support and growth.

• Continued monitoring of traveller preferences.

• Continued development of existing sustainability focused

product options as required.

• Product roadmap to include sustainability functionality / content

when required to meet customer requirements.

• Current level of assets and capital investment committed toward

these product development opportunities is modest at present

but we continue to monitor market demand drivers and returns.

Clean supply chain

Demonstrate commitment and action

Ensuring a clean, sustainable supply chain for

reducing the overall carbon footprint.

• Reduced emissions.

• Positive customer perceptions / loyalty.

• Positive revenue impact.

• Reputation and brand.

• Business partner screening (risk. sanctions and enforcement).

• Continuously search for opportunities to reduce carbon footprint

through better supply chain decision-making.

Our sustainability journey

Engaging and authentic communications that enable

stakeholders to connect with Serko’s sustainability journey.

• Reputation and brand.

• Attract / retain customers.

• Attract / retain employees.

• Investor support.

• Stakeholder engagement plans and initiatives.

• Focus on improving preparedness to respond to information

requests from customers / potential customers.

• Share Serko's sustainability efforts with employees, bringing all

on the journey.

Reduce carbon footprint

Achieving improvements in carbon-reduction.

• Improved emissions intensity.

• Reputational benefit.

• Operating cost benefit.

• Infrastructure optimisation initiative focusing on improved

efficiency of server and hosting infrastructure with light capital

investments in FY25 made to support this activity.

• Serko’s primary cloud hosting partner, Microsoft, has stated their

its to be carbon negative by 2030.

Key:

Short term

< 1 year

Medium term

1–3 years

Long term

3–5 years

Time horizons

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As shown in our strategy graphic on

page 5, Serko aspires to increase its participation 

in the global corporate travel ecosystem.

Our sustainability strategy is built around

continuous innovation, being a trusted brand

and empowering our people to do their best work.

We believe strong ESG practices not only provide

Serko with its social licence to operate, but also

create long-term value for our business.

We set Key Performance Indicators (KPIs) aligned

to our growth strategy, centred on Total Income

growth and profitability goals, market success,

product innovation supported by the wellbeing of

our people.

Serko's product development is prioritised with

alignment to our strategy and business goals.

Delivery of product improvements is supported

by our customer success teams and commercial

teams. This feedback help inform future product

development and direction.

Our transition plan is a key part of

our strategy, ensuring we are effectively

managing risks, capturing opportunities (see

pages 48-53) and reducing Serko’s emissions

intensity over time (see page 58).

to help our customers make decisions that

support their corporate sustainability targets.

These hotel and rental car tools were developed

in partnership with BlueHalo Climate Action

Technology from Tasman Environmental Markets

(TEM).

Operationally, our focus remains on

the optimisation of hosting infrastructure to

reduce energy consumption, which will support

our targeted reduction in emissions intensity.

Through our governance practices, we regularly

assess leading indicators for changes within

Serko’s value chain and actively engage with

customers and the market to understand

their evolving needs and their business

travel requirements.

Positioning to a sustainable future

By following this transition plan, we are

positioning Serko for a sustainable future.

We remain committed to transparency,

continuous improvement and advancing

our business practices in line with global

efforts to combat climate change.

As we grow, we anticipate becoming more

exposed to climate impacts affecting our

value chain. Given the diverse range of

potential outcomes for corporate travel in

a low carbon economy, we have integrated

climate-related risks and opportunities into

our Risk Management Framework. This ensures

that our value proposition and growth strategy

remain resilient in an evolving corporate

travel environment.

Aligning strategy with

business processes

Our transition plan is aligned with our internal

capital deployment processes, guiding decisions

on our product roadmap and resource allocation.

We assess climate-related opportunities within

this framework to ensure capital is allocated

in a way that delivers the greatest value to

Serko’s customers and shareholders.

Product innovation remains a core

focus, by expanding our product capabilities

with sustainability focused features that help

customers make more informed, environmentally

conscious travel decisions. In February 2025

we launched new tools within Mission Zero

Transition plan: positioning for a low-emissions, climate-resilient future state

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Risk management

Serko’s climate-related risks are managed

within our risk management framework, with

implementation and monitoring oversight by the

Audit, Risk and Sustainability Committee (ARSC).

Our risk framework outlines clear processes for

identifying and managing risks, including climate-

related risks and opportunities, while ensuring

compliance with regulatory requirements. This

framework is integrated into our daily business

operations through governance, policies

and processes.

The materiality and time horizons considered

in climate-related risk assessments are detailed

on pages 48–53 and align with our broader

risk framework.

Figure 4 opposite shows Serko’s risk

management process. We use both a ‘top-

down’ and ‘bottom-up’ approach for identifying

risks and opportunities, ensuring that risk

management is a shared responsibility across

the Company. This approach also ensures that

all material parts of Serko's value chain are

considered when identifying and assessing

risks and opportunities. Each identified risk

and opportunity is assigned to an owner who

is responsible for its assessment and day-to-day

management. All risks are reassessed at least

annually and following any significant change.

‘Top risks’ are business-critical risks that carry a

critical or high rating. The ARSC has discretion

to include lower-rated risks to this group if it

believes they require increased visibility due

to internal or external factors.

During the reporting period, none of Serko's

climate-related risks were classified as top risks.

Climate-related risk &

opportunity development

Serko is committed to better understanding

our climate-related risks and opportunities and

their potential impacts across various scenarios

and time horizons. A shortlist of grouped risks

and opportunities is provided on pages 48–53.

Serko’s climate-related risks and opportunities

are discussed at the appropriate ESG working

groups and reported to the ESG SteerCo. If

they become top risks, they are escalated to a

quarterly Risk Forum where they are reviewed

by Serko’s Executive team and reported to

the quarterly ARSC.

For further details on Board and Committee

responsibilities, refer to pages 38.

Fig 4: Serko's risk management process diagram

Risk assessment

Establishing the context

Communication and consultation

Risk identification

Risk analysis

Risk evaluation

Risk treatment

Monitoring and review

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Metric and targets

Serko has been measuring

carbon emissions since FY22,

however, we have chosen

FY23 as our baseline year for

assessing appropriate metrics

and targets. This decision

reflects the pandemic-related

impacts on business activities,

particularly travel, in FY22.

Following our January 2025 acquisition of

GetThere, we have incorporated emissions

data relating to the GetThere business into

our greenhouse gas inventory. Prior year

comparatives are not available for GetThere

emissions. After evaluating the emissions impact

of GetThere, we have decided not to reset our

baseline year at this stage. As the integration of

GetThere progresses, we will continue to assess

if rebasing is the best decision for reporting.

Our emissions-reduction strategy focuses

on improving business efficiency as we scale,

leading to lower GHG emissions per unit of total

income, while also delivering cost management

benefits.

An internal carbon price has been set at NZD$50

per metric tonne of CO

2

e, which applies a cost to

each tonne of CO

2

e emitted when undertaking

relevant capital investment analysis.

Industry-based metrics & targets

We share a commitment with our customers

to support sustainable travel choices. However,

there is not yet a universally accepted industry

definition of 'sustainable'. We recognise that

sustainability is a spectrum rather than a

binary state and expect industry standards

to evolve over time.

As this develops, we will work with our key

stakeholders to develop common sector-wide

targets and metrics. These will likely focus on

sustainable booking options across flights,

accommodation, car rental and other transport.

Our targets

As a growth company, we prioritise emissions-

intensity reduction (emissions relative to

total income), rather than absolute emissions

reduction. Specifically, our target is:

• Scope 1 and 2 GHG Location-based emissions

(t)/Total Income (NZD$m): To improve our

emissions-income intensity from 1.1 to 0.8,

exceeding a 30.6% reduction in tCO

2

e per

NZD$m of total income for Scope 1 and

2 emissions by FY28 relative to our FY23

baseline;

• informed by elements of the Science

Based Targets Initiative (SBTI) ICT sector

guidance but it is not validated by the

SBTI and does not rely on any methods

or opinions from external parties; and

30.6%

Reduction in

tCO

2

e per $m

of Total Income

across our Scope

1 and 2 emissions

by FY28

56

• Total Income is presented in New Zealand

dollars (NZD).

While our absolute emissions will grow as we

scale up our business, our strategy is to drive

more efficiencies as we expand, resulting

in a lower growth rate of Scope 1 and 2

emissions relative to income. Our targets support

the transition to a low-carbon economy by

reducing emissions intensity, which is essential

for sustainable economic growth but we note

that, given our business model as a provider

of SaaS travel platforms, this contribution is

not likely to materially impact limiting global

warming to 1.5°C.

With most of our operational emissions

generated from energy consumption (office

spaces and data centres) and employee business

travel (mainly air) we have focused first on these

areas to reduce emissions intensity. We continue

to investigate and review Carbon Offsetting

Programmes and Green Business Travel

Programmes to offset our internal employee

travel emissions to ensure we have security that

these programmes can deliver a sustainable

long-term outcome.

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57

GHG emissions measurement

Serko’s FY25 GHG inventories and selected

disclosures have been prepared in accordance

with the Aotearoa New Zealand Climate

Standards, the Greenhouse Gas Protocol: A

Corporate Accounting and Reporting Standard

(revised edition, 2015) (the 'GHG Protocol') and

International Standard ISO 14064-1 Greenhouse

gases-Part 1: Specification with guidance at the

organisation level for quantification and reporting

of greenhouse gas emissions and removals

('ISO 14064-1:2018')

An operational control approach was used

to account for emissions. Given the current

structure of the Serko Group, the financial control

approach would likely have resulted in a similar

boundary and accordingly, a similar emissions

inventory result.

As Serko continues its climate-related reporting

journey we continue to assess our carbon

footprint and better understand Serko's

impact. In FY25 an assessment was made of

our reporting against the requirements of the

International Standard ISO 14064-1 Greenhouse

gases-Part 1: Specification with guidance at the

organisation level for quantification and reporting

of greenhouse gas emissions and removals

('ISO 14064-1:2018').

57

Serko’s GHG inventory report is provided in

Appendix 1 of this report, which includes further

information on the selected GHG disclosures as

required by the Aotearoa New Zealand Climate

Standards on the methodology used to measure

emissions. The GHG inventory has been prepared

with the best available information, but it should

be noted that there is inherent uncertainty of

GHG quantification due to incomplete scientific

knowledge.

Independent assurance

Deloitte Limited has provided limited assurance

over the Scope 1, 2 and 3 GHG emissions as

set out in their report in Appendix 2. Third-party

assurance has not been provided over other

areas contained in the Group climate statements.

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1

Amounts have been rounded.

2

Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number

of gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.

3

Scope 3 downstream emissions are not included as we estimate these will not be material, given that Serko is a provider of SaaS travel platforms and the incremental GHG emissions from an end user's

computing time while making a travel booking will be small and difficult to measure. Serko is not the supplier of travel for customers who book via our online travel platform.

Table 4: GHG emissions

ScopeEmissions sources

1,3

FY23

Base year

(tCO

2

e)

FY24

(tCO

2

e)

FY25To t a l S e r k o

Pre-acquisition

business

(tCO

2

e)

GetThere

(tCO

2

e)

To t a l S e r k o

(tCO

2

e)

FY25 v FY23

base year (%)

FY25 v FY24

Scope 1

Purchased natural gas

671-1-83%-85%

Scope 2

Purchased energy

484143-43-10%5%

Scope 3

Hosting services

11892443175-36%-19%

Business travel

3034556843687127%51%

Staff commuting

326280282156%32%

Working from home

523929938-27%-4%

T&D losses

232-20%26%

TOTAL5076528394588474%36%

Total GHG emissions (location based)

2

5616998834592865%33%

Total GHG intensity (location based)11.79.89.86910.3-12%5%

Total GHG intensity

(tCO

2

e per NZD$m of total

income across Scope 1 and Scope 2 emissions)

1.10.70.5-0.5-56%-31%

Our performance

Table 4 summarises Serko’s GHG emissions data

the year ended 31 March 2025 (FY25), compared

to FY24. Total-location based GHG emissions

have increased by 33% from FY24 with the

acquisition of GetThere.

Our target is to achieve more than a 30.6%

reduction in tCO

2

e per NZD$m of Total Income

across our Scope 1 and 2 emissions by FY28,

against our FY23 emissions baseline. This

would result in an improvement in our emissions

intensity from 1.1 to 0.8 Scope 1 and 2 GHG

location-based emissions (t)/Total Income

(NZD$m) between FY23 and FY28.

While we will see growth in our absolute Scope

1 and 2 tCO

2

e emissions (by scaling up and

growing our business) this target improvement

will result in Serko generating a much lower rate

of emissions relative to our financial scale—

ultimately becoming more efficient as we grow.

In FY25, we have achieved a 56% reduction

in our Scope 1 & 2 GHG emissions-income

intensity (tCO

2

e per $m of total income) against

FY23 baseline, while adding GetThere to the

Serko organisation.

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Performance commentary

The increase in emissions between FY24 and

FY25 is primarily due to:

• growth in Serko’s business travel, as we

integrate GetThere business and expand into

European and US markets;

• strengthened partnerships with key

stakeholders across Australia, Singapore,

Europe and the US, requiring a balance of in-

person and virtual meetings to ensure we

remain well connected; and

• our emphasis during FY25 on supporting

our workforce to go back into the office more

often has driven an increase in commuting

emissions, offset by reduced working

from home emissions.

We’ve made strong progress in boosting

efficiency in our hosting environment through

our partnership with Microsoft on Azure, where

we have achieved a 52% reduction in emissions.

As with many technology businesses, our

Scope 3 (supply chain) emissions dominate our

footprint, comprising 95% of our total emissions.

The Scope 3 emissions shown in Table 4 include

upstream emissions only. Downstream emissions

(such as the energy used by customers on our

SaaS travel platform) are not included as we

estimate their impact will not be material and

difficult to measure.

Although Serko does not supply travel directly

to customers who book travel online, our SaaS

booking platforms have a role to play in helping to

reduce the travel-related environmental impact of

end travellers. This can be achieved over time by:

• providing insight into travel-related emissions

and environmental impact at point of sale;

• enabling corporate travellers to offset their

carbon emissions; and

• encouraging lower-impact travel options

and developing more sustainable travel

programmes through data-driven

decision-making.

59

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606060

Performance metrics and

remuneration

As noted, climate-related performance metrics

are not currently incorporated into management

remuneration policies. However, the People,

Remuneration and Culture Committee sets and

regularly reviews Serko’s remuneration policies

and practices to ensure they are consistent with

the Company’s strategic goals and incorporated

into short-term and long-term incentives.

Further information on the inclusions and

exclusions in the GHG Emissions Inventory

can be found on pages 65–66.

Risks and opportunities

Serko faces both transitional and physical

risks related to climate change, as well

as significant opportunities to innovate

and optimise its operations.

Transitional risks

Shifts in pricing and changing customer

preferences as a result of government

regulatory intervention or market changes

may lead to lower overall demand for travel,

directly impacting Serko’s revenue. These shifts

could potentially occur faster than physical

impacts if governments move quickly and

meaningfully to limit CO

2

e emissions. Transitional

risks under an Optimistic scenario with higher

intervention could result in moderate loss of

budgeted annual income (2–5%), major loss of

income (5–10%) and in the worst case a severe

loss of income (>10%) if major customers shift

away from Serko, highlighting the importance of

meeting demand for more sustainable options.

Physical risks

Our business model as a SaaS travel

platform provider means that physical risks

remain minimal. With few physical assets

and a hybrid working environment, Serko

has limited dependence on office spaces

and relies on commercial data centres with

robust infrastructure management for our

SaaS platforms. Given the shorter length of

Serko’s ‘long’ timeframe relative to anticipated

climate impacts in each IPCC pathway, any

potential financial impact of physical events

would be <1% of budgeted annual income over

short and medium timeframes and 1%–5%

over our long-term timeframes.

Opportunities

Our product development opportunities are

focused on expanding sustainable travel options

to meet evolving customer needs and helping

mitigate transitional risks around demand and

pricing. Accordingly, opportunities are aligned

with the transitional risk impacts. The opportunity

to reduce our carbon footprint through

infrastructure optimisation is focused on hosting

services, which comprised 33% of Serko's total

third-party direct costs and other operating

expenses in FY25.

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Appendices

Section 07

61

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07. Appendices

Appendix 1

Greenhouse Gas Emissions

Inventory Report

For the period: 1 April 2024—31 March 2025

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07. Appendices

This report is the annual

greenhouse gas (GHG) emissions

inventory report for Serko

Limited (Serko). The inventory

is a complete and accurate

quantification of the amount

of GHG emissions that can be

directly attributed to Serko’s

operations within the declared

boundary and scope for the

reporting period of 1 April 2024

to 31 March 2025.

The inventory has been prepared in

accordance with the requirements of

the International Standard ISO 14064-1

Greenhouse gases – Part 1: Specification

with guidance at the organisation level for

quantification and reporting of greenhouse

gas emissions and removals (‘ISO 14064-

1:2018’) and the Greenhouse Gas Protocol:

A Corporate Accounting and Reporting

Standard (revised edition, 2015) (‘the GHG

Protocol’).

This inventory forms part of Serko’s

commitment to measure and manage our

emissions. Serko is committed to operating in

an energy-efficient environment and considers

the management of its GHG emissions to be a

principal component of its environmental and

sustainability objectives. It is our aim to be

an environmentally responsible organisation

and to continue to build an energy conscious

culture within the Company.

01

Introduction

02

Statement

of Intent

We aim to balance our environmental and

financial priorities throughout our operations

and meet our regulatory compliance with

existing and future legislative requirements.

Intended users of this report include,

but are not limited to:

• our industry partners and government;

• Serko Strategic Leadership; and

• stakeholders.

Serko is an online travel booking and expense

management service for the business travel

market. Serko is headquartered in New Zealand,

with offices across Australia, China, India and

the United States.

Serko Limited has several subsidiaries, wholly

owned and controlled by Serko Limited.

Serko is listed on the New Zealand Stock

Exchange Main Board (NZX:SKO) and Australian

Securities Exchange (ASX:SKO).

Key personnel

Key personnel in preparing the report at Serko

include the CFO, Shane Sampson supported by

members of the Finance team to lead the data

collection. The report is prepared annually by

the Financial Planning and Analysis (FP&A) team

and reviewed by the Head of FP&A and CFO. The

signatory of the final report is the Chair of Audit,

Risk and Sustainability Committee, Jan Dawson.

03

Organisational

description

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07. Appendices

Organisational boundary

Organisational boundaries included in this

reporting period were set with reference to the

methodology described in the GHG Protocol

Standard and ISO 14064-1:2018. An operational

control approach was used to account for

emissions. Given the current structure of Serko

Limited, the financial control approach would

result in the same boundary and the same

emissions inventory result.

Existing sites were included in measurement;

comprising the head office in Auckland; an office

in Sydney, Australia; an office in Foshan, China; an

office in Xi’an, China and an office in Minnesota,

US.

In January 2025, Serko acquired the GetThere

business from Sabre and has established two

new offices in Bengaluru, India in February 2025

and Texas, US in March 2025. Serko India, which

previously existed as a non-operational shell

company, is now fully operational. Emissions

04

Scope

100%

InterplX

(US)

Serko Trustee

Limited

(NZ)

Serko

Investments

Limited

(NZ)

Serko

Investments

Limited

(NZ)

Serko Limited

1%

GetThere LLC

(US)

Foshan Sige

Information

Technology

Limited

(China)

Serko

Investments

Limited

(NZ)

Serko India

Private


Limited

(IN)

related to the GetThere business were included

from the period of ownership, 7 January 2025

to 31 March 2025.

Base year

Serko has used the financial year ended 31

March 2023 as its baseline year for assessing

appropriate metrics and targets for managing

our carbon emissions. The 2023 financial year is

regarded most appropriate as business activity

had largely returned to pre-COVID-19 level of

activity.

Serko has not adjusted the base year to account

for the acquisition of GetThere, which occurred

in January 2025. The acquisition and additional

platform planned investment (announced on 28

October 2024) is part of the execution of Serko’s

growth plans. Serko targets improving emissions

intensity over time as this growth is realised,

therefore we have not restated the original

base year of FY23.

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07. Appendices

Table 1: Inclusions in FY25 GHG inventory

GHG Protocol Emissions Scope

1

GHG Protocol Scope

3 subcategory

Emissions sourceCalculation

method

ISO 14064-1:2018

Category

2

Direct GHG emissions (Scope 1)

GHG emissions from sources that are owned

or controlled by the company.

—Purchased natural gasUsage of gas in

terms of therm

Category 1

Direct GHG emissions

and removals.

Indirect GHG emissions (Scope 2)

GHG emissions from the generation of

purchased electricity, heat and steam

consumed by the company.

—Office electricityKilowatt based

Category 2

Indirect GHG emissions

from imported energy.

Indirect GHG emissions (Scope 3)

GHG emissions that occur because of the

activities of the company but occur from

sources not owned or controlled by the

company.

Subcategory 6

Business travel

Business travelFlights (distance

based)

Hotel (nights)

Category 3

Indirect GHG emissions

from transportation.

Subcategory 7

Employee commuting

Employee commuting /

working from home

Distance based

Subcategory 1

Purchased goods and

services

Hosting servicesSupplier-specific

pre-calculated

tCO2e

Category 4

Indirect GHG emissions

from products and

organisation uses.

Subcategory 3

Fuel and energy related

activities

Transmission and

Distribution (T&D) losses

Kilowatt based

1

GHG Protocol Emissions categories: The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities), 6 (Business

travel) and 7 (Employee commuting). Category 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are expected to be not material and have been excluded.

Serko has no leased assets (Category 8). Downstream emissions are not included as Serko is not the supplier of travel for customers who book via our online travel platform.

2

ISO 14064-1:2018 categories: Category 5 (Indirect GHG emission—use of products from the organisation) and Category 6 (Indirect GHG emissions—other sources) are considered not

material and have been excluded.

Serko will continue to reassess the base year on

an annual basis to determine whether it remains

appropriate, based on best available information

at the time. Recalculation may be appropriate if

any of the following applies:

• if emission factors changed substantially and

were relevant to prior years (for example, if the

science behind a factor changed);

• acquisitions including if Serko bought or sold

a business; or

• if the NZ Climate Standards were revised and

significantly changed the scope of what Serko

would need to measure in the value chain.

Assurance of GHG Emissions

Inventory

Deloitte Limited has been appointed as the

third-party independent assurance provider for

the Greenhouse Gas Inventory Report for the

financial year ending 31 March 2025. Consistent

with the prior years, a limited level of assurance

has been given by Deloitte Limited over the

Scope 1, 2 and 3 assertions and quantifications

for FY25 included in this report. Please refer to

Appendix 2 for the Assurance Report.

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07. Appendices

Greenhouse gas emissions

source inclusion

The GHG emissions sources included in this

inventory were identified with reference to the

methodology described in the GHG Protocol

Corporate Standard and ISO 14064-1:2018.

Greenhouse gas emissions

source exclusions

The following emissions sources have been

identified and excluded from the GHG emissions

inventory. Exclusions are a result of the inability

to obtain data from suppliers within Serko’s value

chain or where raw data is not comprehensive

enough to allow a reliable emissions result to be

produced. Exclusions from Serko’s emissions

profile are as follows:

Table 2: Exclusions in FY25 GHG inventory

GHG Protocol Emissions Scope

1

Emissions sourceCalculation method

Direct GHG emissions (Scope 1)

RefrigerantsData unavailable and expected to be not material

Direct GHG emissions (Scope 2)

Purchased energy for new offices opened in FY25Data expected to not be material for FY25. Bengaluru, India

office opened on 17 February 2025 and Dallas, US office

opened 24 March 2025

Indirect GHG emissions (Scope 3)

Upstream

Capital goodsCategory does not apply to operations

Upstream transportation & distributionCategory does not apply to operations

Waste generated in operationsData unavailable and expected to not be material

Upstream leased assetsCategory does not apply to operations

Downstream

Downstream transportation & distributionCategory does not apply to operations

Processing of sold productsCategory does not apply to operations

Use of sold productsCategory does not apply to operations

End of life treatment of sold productsCategory does not apply to operations

Downstream leased assetsCategory does not apply to operations

FranchisesCategory does not apply to operations

InvestmentsCategory does not apply to operations

Public transport used for staff travelData available only by spend and expected to not be material

Rental carsData unavailable and expected to not be material

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07. Appendices

Data collection & quantification

We aim to collate relevant information from

the most credible and complete sources of

data to accurately calculate our carbon footprint.

As such, the following data quality hierarchy

(highlighted to the right) was observed in order

of descending preference when selecting

data for collation. We are relying on the accuracy

of data provided by third parties.

As we continue our climate reporting journey,

we are committed to improving our processes

over time. We seek to gain both a deeper

understanding of our impact on the environment

and how we can better support our customers

to understand their impact of business travel on

the environment. Our GHG inventory records are

stored in secured environments electronically.

Data quality hierarchy:

05

Methodology


1


Direct measurement and reporting

by independent third parties (for

example, supplier invoices)

2

Direct measurement and

internal reporting

3

Calculated estimates based upon

independent reporting methodologies

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07. Appendices

Table 3: Data collection and quantif ication in FY25 GHG inventory (continued on the following two pages)

GHG Protocol

Emissions Source

InclusionsData collection and quantificationData sourceEmissions factors

Scope 1: Direct

GHG emissions

Purchased

natural gas

Purchased natural gas consumption is based

only in the US office. Estimates were made since

gas usage is included in the rental payment. The

estimated therm usage was computed based on

confirmation and information on office space and

total therm usage obtained from the Property

Manager in the US office.

Invoices from

supplier.

GHG emissions factor used for the purchase of natural gas is

based on the United States Environmental Protection Agency—

GHG Emission Factors Hub pdf published January 2025.

Global warming potential from the Intergovernmental Panel

on Climate Change (IPCC) sixth Assessment Report. The time

horizon is 100 years.

Scope 2: Indirect

GHG emissions

Purchased energyReporting of monthly electricity billing for New

Zealand and China offices. Estimates were made

for the Australia and US offices since electricity

usage is included in the rental payment. The

estimated energy usage was computed based on

confirmation and information on office space and

total electricity usage obtained from the property

managers in the Australia and US offices.

Invoices from

supplier.

GHG emissions factors used for purchased energy is based

on the following sources:

• NZ office: NZ emissions factors are from the 2024 Emission

Factors Workbook published by the Ministry for the Environment

(MfE) (updated June 2024);

• US office: United States Environmental Protection Agency—

GHG Emission Factors Hub pdf published January 2025; and

• Global warming potential from the Intergovernmental Panel

on Climate Change (IPCC) sixth Assessment Report. The

time horizon is 100 years.

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07. Appendices

GHG Protocol

Emissions Source

InclusionsData collection and quantificationData sourceEmissions factors

Scope 3: Indirect

GHG emissions

Hosting Services—

Azure

Records are from the Microsoft’s Emissions

Dashboard that includes total emissions by Serko

based on usage for FY25.

Emissions reports

from suppliers.

tCO

2

e provided by Microsoft Azure. There is uncertainty in the

information because this usage is not traceable to the invoice

issued by our supplier, Insight Enterprises Ltd.

Hosting Services—

GCP

Emissions are based on data provided by Sabre for

GetThere projects (dedicated and shared).

Data provided

by Sabre.

tCO

2

e provided by Sabre. There is uncertainty in the information

because this usage is not traceable to the data provided by Sabre.

T&D Losses

(Transmission and

Distribution)

We report our electricity Transmission and

Distribution losses because electricity usage is a

material source of emissions under our Scope 1

and 2 emissions. Electricity usage collected for

Scope 2 reporting as above.

Invoices from

supplier.

GHG emissions factors used for purchased energy is based on

the following sources:

• NZ office: NZ emissions factors are from the 2024 Emission

Factors Workbook published by MfE (updated June 2024); and

• US, China and Australia office: 2024 Grid Electricity Emission

Factors published by Carbon Database Initiative.

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07. Appendices

GHG Protocol

Emissions Source

InclusionsData collection and quantificationData sourceEmissions factors

Scope 3: Indirect GHG

emissions

Business travelWe report our Business travel emissions as they

are the most material source of emissions. Record

source for business travel comes from business

travel partners, which includes flight itinerary,

hotel nights and hire car usage. Taxi and Uber

expenditure extracted from finance reports and

expense claim data.

Invoices from

travel providers

and employee

expense claims

GHG emissions factors used for purchased energy is based on

the following sources:

• NZ office: NZ emission factors are from the 2024 Emission

Factors Workbook published by MfE (updated June 2024);

• US office: United States Environmental Protection Agency—

GHG Emission Factors Hub pdf published January 2025;

• China and Australia office: 2024 Grid Electricity Emission

Factors published by Carbon Database Initiative; and

• Global warming potential from the Intergovernmental Panel

on Climate Change (IPCC) sixth Assessment Report. The

time horizon is 100 years.

Staff commutingHuman Resources (HR) data was used to

determine the number of full-time equivalent (FTE)

in each location. A HR survey was conducted to

ascertain the typical patterns of staff numbers

at the offices, as well as distance travelled to the

office. Average distances estimated was 19km for

the Auckland office, 13km for the Sydney office,

20km for the Foshan and Xi’an offices, 25km for

the Minnesota and Dallas offices and 17km for

the Bengaluru office. The mode of transportation

for staff commuting, as reported in the HR survey,

included private cars, motorcycle and public

transport (bus and rail).

HR data from

Bamboo

Annual employee

emissions survey

GHG emissions factors used for staff commuting is based on

the following sources:

• NZ, Australia, China, US and India offices: NZ emission factors

are from the 2024 Emission Factors Workbook published by

MfE (updated June 2024).

Working from homeGHG emissions factors used for staff working from home is based

on the following sources:

• NZ office: NZ emission factors are from the 2024 Emissions

Factors Workbook published by MfE (updated June 2024); and

• Australia, China, India and US offices: emission factors used are

from the Remote Worker Emissions Methodology White paper

published by Anthesis in February 2021.

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07. Appendices

The total inventory for Serko Limited was 928 CO

2

e

tonnes. The GHG inventory and gas break down are

given in Table 4 and Table 5. Note that for Scope 3,

emissions where a GHG gas break down was not given

separately—these comprise data centre emissions from

hosting services, purchased energy, accommodation,

working from home and T&D losses.

The differential in emissions between FY25 (928

CO

2

e tonnes) and FY24 (699 CO

2

e tonnes) is largely

attributable to increased levels of employee business

travel and employees coming back to work in the

office. As with many technology businesses, our Scope

3 (supply chain) emissions dominate our baseline

footprint, comprising 95% of our total emissions.

The Scope 3 emissions included in Table 4 include

upstream emissions only. Downstream emissions are

not included as we estimate these will not be material,

given that Serko is a provider of SaaS travel platforms

and the incremental GHG emissions from an end

user's computing time while making a travel booking

will be very small and difficult to measure. Serko is

also not the supplier of travel for customers who

book via our online travel platform.

06

GHG inventory summary

¹ Amounts have been rounded.

² Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number of

gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.

Table 4: FY23 –FY25 GHG inventory in tCO

2

e

ScopeEmissions sources

1

FY23

Base year

(tCO

2

e)

FY24

(tCO

2

e)

FY25To t a l S e r k o

Pre-acquisition

business

(tCO

2

e)

GetThere

(tCO

2

e)

To t a l S e r k o

(tCO

2

e)

FY25 v FY23

base year

(%)

FY25 v FY24

(%)

Scope 1

Purchased natural gas

671-1-83%-85%

Scope 2

Purchased energy

484143-43-10%5%

Scope 3

Hosting services

11892443175-36%-19%

Business travel

3034556843687127%51%

Staff commuting

326280282156%32%

Working from home

523929938-27%-4%

T&D losses

232-20%-26%

TOTAL

5076528394588474%36%

Total GHG emissions (location based)

2

5616998834592865%33%

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices07. Appendices

Emissions Scope

1

CO

2

(kg)

CH

4

(kg CO

2

e)

N

2

O

(kg CO

2

e)

Gas break down

not measured

(kg CO

2

e)

FY25 total

(tCO

2

e)

Scope 1

Purchased natural

gas

582–––1

Scope 2

Purchased energy22,5453676720,11043

Scope 3

Hosting services–––74,70675

Business travel631,1341173,18153,080687

Staff commuting78,9299242,118–82

Working from home28,473424888,76038

T&D losses6402411,0532

TOTAL

739,1791,4895,388137,599884

Total GHG emissions

(location based)²

762,3031,8565,455157,709928

Table 5: FY25 Gas concentration by scope and greenhouse gas in tCO

2

e

Reducing our carbon footprint

As well as supporting our business traveller

customers to reduce their carbon footprint,

over the past year we have continued to

look at ways to progressively reduce Serko’s

carbon footprint. With most of our operational

emissions generated from energy consumption

(through our office spaces and data centres)

and employee business travel (mainly air)

we have focused first on these areas as

opportunities to reduce our impact. We plan

to reduce our emissions-income intensity

(tCO

2

e per $m income) across Scope 1 and 2

through business efficiency, policy, employee

behaviour and adoption of new technologies.

¹ Amounts have been rounded.

² Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions

factor data). A number of gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed

as it is not applicable to Serko.

Claudia Batten

Chair of the Board

Jan Dawson

Chair of the Audit, Risk and

Sustainability Committee

20 May 2025

72

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

73

07. Appendices

Appendix 2

FY25 Limited

assurance report

Independent Limited Assurance Report on Selected

Greenhouse Gas (‘GHG’) Disclosures and the GHG Inventory

Report included within Group Climate statements

74
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74

07. Appendices

74

Qualified conclusion

Based on the procedures we have performed

and the evidence we have obtained, except for

the possible effects of the matter described in

the Basis for qualified conclusion section of our

report, nothing has come to our attention that

causes us to believe that:

• the gross GHG emissions, additional required

disclosures of gross GHG emissions, and gross

GHG emissions methods, assumptions and

estimation uncertainty, within the scope of

our engagement (as outlined below), included

in the Group Climate Statements of Serko

Limited (the ‘Company’) and its subsidiaries

(the ‘Group’) for the year ended 31 March 2025

(the ‘Selected GHG Disclosures’), are not fairly

presented and not prepared, in all material

respects, in accordance with Aotearoa New

Zealand Climate Standards (‘NZ CSs’) issued

by the External Reporting Board (‘XRB’); and

• the Greenhouse Gas Inventory Report

included as Appendix 1 to the Group Climate

Statements for the year ended 31 March 2025

(the ‘GHG Inventory Report’), is not prepared

in all material respects, in accordance with

the International Standard ISO 14064-1

Greenhouse gases – Part 1: Specification

with guidance at the organisation level for

quantification and reporting of greenhouse gas

emissions and removals (‘ISO 14064-1:2018’)

and the Greenhouse Gas Protocol: A Corporate

Accounting and Reporting Standard (Revised

Edition) (the ‘GHG Protocol’) (collectively

the ‘Applicable Criteria’).

Basis for qualified conclusion

Consistent with the prior year, included in the

Group's indirect GHG emissions (Scope 3)

Hosting Services is an amount of 43.81 tCO

2

e

relating to Azure hosting. As described in Table

3: Data collection and Quantification on page

69 of Appendix 1 to the Climate Statements,

in FY25 GHG inventory the Group obtained its

Scope 3 Azure emissions from a Microsoft

produced dashboard which reports the Group's

total annual emissions from its use of the

Azure service.

As noted in Table 3, there is a lack of

transparency around the inputs, emissions

factors, assumptions, and methodologies used

by Microsoft (as a third party) to calculate the

Group’s Azure hosting emissions, as well as

the systems and processes used to allocate

electricity and server usage to the Group for the

year. We were also not provided with access by

Microsoft to information to enable us to obtain

sufficient appropriate evidence about the Azure

hosting emissions. Consequently, we were unable

to determine whether any adjustments to the

emissions reported were necessary. Accordingly,

our conclusion is qualified in this regard.

Our prior year conclusion was also qualified

for this reason.

To t h e s h a r e h o l d e r s

of Serko Limited

75
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75

07. Appendices

75

Subject matter: selected GHG DisclosuresReference

GHG emissions: gross emissions in the metric tonnes of CO

2

e classified as:

• Scope 1

• Scope 2 (calculated using the location-based method)

• Scope 3

Pages

58, 71 and

72

Additional requirements for the disclosure of gross GHG emissions per paragraph 24 of

Aotearoa New Zealand Climate Standard 1: Climate-related Disclosures (‘NZ CS 1’), being:

• The statement describing the GHG emissions have been measured in accordance with

ISO 14064-1:2018 and the GHG Protocol;

• The disclosure that the GHG emissions consolidation approach used is financial control;

• Sources of emission factors and the global warming potential (‘GWP’) rates used or a

reference to the GWP source; and

• The summary of specific exclusions of sources, including facilities, operations or assets

with a justification for their exclusion.

Pages 57,

63-66,

68-70

Disclosures relating to GHG emissions methods, assumptions and estimation uncertainty

per paragraphs 52 to 54 of Aotearoa New Zealand Climate Standard 3: General

Requirements for Climate related Disclosures (‘NZ CS 3’):

• Description of the methods and assumptions used to calculate or estimate GHG

emissions, and the limitations of those methods.

• Description of uncertainties relevant to the Group’s quantification of its GHG emissions,

including the effects of these uncertainties on the GHG emissions disclosures.

Pages

67-70

Scope of assurance engagement

We have undertaken a limited assurance

engagement over the following Selected GHG

disclosures prepared in accordance with NZ CSs,

that is required to be the subject of an assurance

engagement per section 461ZH of the Financial

Markets Conduct Act 2013 (‘FMCA’).

In addition, we have undertaken a limited

assurance engagement in relation to the GHG

Inventory Report of the Group, comprising the

emissions inventory and the explanatory notes

set out on pages 62 to 72 of Appendix 1 to the

Group Climate Statements for the year ended 31

March 2025. The GHG Inventory Report is based

on historical information and provides further

disclosures about the greenhouse gas emissions

of the Group for the year ended 31 March 2025 to

meet the requirements of ISO 14064-1:2018 and

the GHG Protocol.

Our limited assurance engagement does not

extend to any other information included, or

referred to, in the Group Climate Statements

on pages 35 to 60 or the ESG Report on page 1

to 34. We have not performed any procedures

with respect to the excluded information and,

therefore, no conclusion is expressed on it.

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76

07. Appendices

Other matter—comparative

information

The comparative information, being the FY24

and FY23 Group’s Selected GHG Disclosures

on page 58 have not been the subject of

an assurance engagement undertaken in

accordance with New Zealand Standard

on Assurance Engagements 1: Assurance

Engagements over Greenhouse Gas Emissions

Disclosures (‘NZ SAE 1’). These disclosures are

not covered by our assurance conclusion.

The comparative information, being the FY24 and

FY23 disclosures included in the GHG Inventory

Report on pages 62 to 72 was assured by our

firm under International Standard on Assurance

Engagements (New Zealand) 3410: Assurance

Engagements on Greenhouse Gas Statements

(‘ISAE (NZ) 3410’). We provided a qualified

conclusion for the same reason as described

in the Basis for Qualified Conclusion paragraph

above and as outlined in our prior year report

dated 28 May 2024.

Directors' responsibilities

Directors are responsible for the preparation and

fair presentation of the Selected GHG disclosures

in accordance with NZ CSs, which includes

determining and disclosing the appropriate

standard or standards used to measure its

GHG emissions. In addition, the Directors are

responsible for the preparation of the GHG

Inventory Report included as Appendix 1 to

the Group Climate Statements in accordance

with the Applicable Criteria. This responsibility

includes the design, implementation and

maintenance of internal controls relevant to the

preparation of the Selected GHG disclosures and

GHG Inventory Report that are free from material

misstatement whether due to fraud or error.

Inherent uncertainty

Non-financial information, such as that

included in the Group’s Climate Statements,

is subject to more inherent limitations than

financial information, given both its nature and

the methods used and assumptions applied

in determining, calculating and sampling or

estimating such information. Specifically, as

discussed on page 57 of the Group Climate

Statements, GHG quantification is subject to

inherent uncertainty because of incomplete

scientific knowledge used to determine

emissions factors and the values needed to

combine emissions of different gases.

As the procedures performed for this

engagement are not performed continuously

throughout the relevant period and the

procedures performed in respect of the Group’s

compliance with NZ CSs and/or the Applicable

Criteria are undertaken on a test basis, our limited

assurance engagement cannot be relied on to

detect all instances where the Group may not

have complied with the NZ CSs or the Applicable

Criteria. Because of these inherent limitations, it

is possible that fraud, error or non-compliance

may occur and not be detected.

In addition, we note that a limited assurance

engagement is not designed to detect all

instances of non-compliance with the NZ CSs or

the Applicable Criteria, as it generally comprises

making enquiries, primarily of the responsible

party, and applying analytical and other review

procedures.

Our responsibilities

Our responsibility is to express an independent

limited assurance conclusion on the Selected

GHG Disclosures and GHG Inventory Report,

based on the procedures we have performed and

the evidence we have obtained.

We conducted our limited assurance engagement

in accordance with New Zealand Standard

on Assurance Engagements 1: Assurance

Engagements over Greenhouse Gas Emissions

Disclosures (‘NZ SAE 1’) and the ISAE (NZ) 3410

issued by the XRB. These standards require that

we plan and perform this engagement to obtain

limited assurance about whether the Selected

GHG Disclosures and GHG Inventory Report are

free from material misstatement.

Our independence and quality

management

We have complied with the independence and

other ethical requirements of NZ SAE 1, which is

founded on fundamental principles of integrity,

objectivity, professional competence and due

care, confidentiality and professional behaviour.

We have also complied with the following

professional and ethical standards:

• Professional and Ethical Standard 1:

International Code of Ethics for Assurance

Practitioners (including International

Independence Standards) (New Zealand);

77
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices

77

07. Appendices

77

Summary of work performed

Our limited assurance engagement was

performed in accordance with NZ SAE 1 and

ISAE (NZ) 3410. This involves assessing the

suitability in the circumstances of Group’s use

of NZ CSs and the Applicable Criteria as the

basis for the preparation of the Selected GHG

Disclosures and the GHG Inventory Report

respectively, assessing the risks of material

misstatement of the Selected GHG Disclosures

and GHG Inventory Report whether due to fraud

or error, responding to the assessed risks as

necessary in the circumstances, and evaluating

the overall presentation of the Selected GHG

Disclosures and the GHG Inventory Report.

A limited assurance engagement is

substantially less in scope than a reasonable

assurance engagement in relation to both

the risk assessment procedures, including

an understanding of internal control, and the

procedures performed in response to the

assessed risks.

The procedures we performed were based

on our professional judgement and included

enquiries, observation of processes performed,

inspection of documents, analytical procedures,

evaluating the appropriateness of quantification

methods and reporting policies, and agreeing

or reconciling with underlying records. In

undertaking our limited assurance engagement

on the Selected GHG Disclosures and the GHG

Inventory Report, we:

• Obtained, through enquiries, an understanding

of the Group’s control environment, processes

and information systems relevant to the

preparation of the Selected GHG disclosures

and GHG Inventory Report. We did not evaluate

the design of particular control activities, or

obtain evidence about their implementation.

• Evaluated whether the Group’s methods for

developing estimates are appropriate and had

been consistently applied. Our procedures

did not include testing the data on which the

estimates are based or separately developing

our own estimates against which to evaluate

the Group’s estimates.

• Performed analytical procedures on particular

emission categories by comparing the

expected GHGs emitted to actual GHGs

emitted and made enquiries of management

to obtain explanations for any significant

differences we identified.

• Considered the presentation and disclosure

of the Selected GHG disclosures and the

GHG Inventory Report.

• Professional and Ethical Standard 3: Quality

Management for Firms that Perform Audits

or Reviews of Financial Statements, or Other

Assurance or Related Services Engagements

which requires us to design, implement and

operate a system of quality management

including policies and procedures regarding

compliance with ethical requirements,

professional standards and applicable legal

and regulatory requirements; and

• Professional and Ethical Standard 4:

Engagement Quality Reviews.

Our firm is the statutory auditor of the financial

statements. These services have not impaired

our independence as assurance practitioner

of the Group. In addition to this, partners and

employees of our firm deal with the Group on

normal terms within the ordinary course of

trading activities of the business of the Group.

Our firm has no other relationship with, or interest

in the Group.

As we are engaged to form an independent

conclusion on the Selected GHG Disclosures

and GHG Inventory Report prepared by the

Group, we are not permitted to be involved

in the preparation of the GHG information as

doing so may compromise our independence.

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78

07. Appendices

Use of our Report

Our limited assurance report (‘our Report’)

is intended for users who have a reasonable

knowledge of GHG related activities, and who

have studied the GHG related information in

the Group Climate Statements with reasonable

diligence and understand that the Selected

GHG Disclosures and the GHG Inventory Report

are prepared and assured to appropriate levels

of materiality.

Our assurance report is made solely to the

Company’s shareholders, as a body. Our

assurance engagement has been undertaken

so that we might state to the Company’s

shareholders those matters we are required to

state to them in an assurance report and for no

other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to

anyone other than the Company’s shareholders

as a body, for our work, for this report, or for

the conclusions we have formed.

This limited assurance report relates to the Selected GHG

Disclosures and the GHG Inventory Report included within the

Group’s Climate Statements for the year ended 31 March 2025

included on the Group’s website. The Directors are responsible for

the maintenance and integrity of the Group’s website. We have not

been engaged to report on the integrity of the Group’s website. We

accept no responsibility for any changes that may have occurred

to the Selected GHG Disclosures and the GHG Inventory Report

included within the Group Climate Statements since they were

initially presented on the website.

The limited assurance report refers only to the Selected GHG

Disclosures and the GHG Inventory Report included within the Group

Climate Statements named above. It does not provide an opinion on

any other information which may have been hyperlinked to/from these

disclosures. If readers of this report are concerned with the inherent

risks arising from electronic data communication, they should

refer to the published hard copy of the Group Climate Statements

that include the Selected GHG Disclosures and the GHG Inventory

Report and related limited assurance report dated 20 May 2025

to confirm the information presented on this website.

For Deloitte Limited

20 May 2025

Auckland, New Zealand

Paul Seller, Partner

78

Our report does not cover any forward-looking

statements made by the Group, any external

references or hyperlinked documents.

The procedures performed in a limited assurance

engagement vary in nature and timing from,

and are less in extent than for, a reasonable

assurance engagement. Consequently, the level

of assurance obtained in a limited assurance

engagement is substantially lower than the

assurance that would have been obtained had we

performed a reasonable assurance engagement.

Accordingly, we do not express a reasonable

assurance opinion about whether Selected GHG

Disclosures and the GHG Inventory Report are

fairly presented and prepared, in all material

respects, in accordance with NZ CSs or the

Applicable Criteria respectively.

Serko Environmental, Social & Governance Report 2025
serko.com

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