Serko's Audited FY25 Financial Results
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
dŽƚŚĞ^ŚĂƌĞŚŽůĚĞƌƐŽĨ ^ĞƌŬŽ>ŝŵŝƚĞĚ
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ĂƐŝƐĨŽƌŽƉŝŶŝŽŶ We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
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^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/dĞŶǀŝƌŽŶŵĞŶƚŝŶǁŚŝЌ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:
101
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
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
Social
Section 04
13
04. Social
14
01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices
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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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance06. Group Climate statements07. Appendices
16
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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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
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s
t
o
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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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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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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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04. Social
E
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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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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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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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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.
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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
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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
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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. Governance07. Appendices06. Group Climate statements
Group Climate
statements
Section 06
35
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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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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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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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41
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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01. Sustainability at Serko 02. FY25 highlights03. Environment04. Social05. Governance07. Appendices06. Group Climate statements
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
46
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.
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• 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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545454
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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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.
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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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63
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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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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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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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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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
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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
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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
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07. Appendices
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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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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);
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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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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
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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