Serko Limited/Announcement
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Serko FY18 Full-Year Results Announcement

Full Year Results23 May 2018SKOIndustrials

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com

Incorporated in New Zealand ARBN 611 613 980


Market Release

23 May 2018

AUDITED FINANCIAL RESULTS FOR THE YEAR ENDING 31 MARCH 2018

Serko delivers maiden annual profit, sales up 28%

Full year net profit before tax of $2.0 million, representing a $5.3 million turnaround on the prior year loss.

Good progress is being made on Northern Hemisphere expansion.

Serko targeting Foreign Exempt Listing on the ASX in June.

Highlights:

• Total operating revenue

1

rises 28% to $18.3 million with recurring product revenue rising 27%

to $16.4 million. Total income (including grants) rises 25% to $19.3 million.

• Profit before tax rises to $2.0 million from a $3.3 million loss in the prior year, representing a

$5.3 million turnaround.

• EBITDA

2

rises to $2.2 million from a $2.5 million loss in the prior year, representing a $4.7

million turnaround.

• Online transactions grow 20% on the previous year.

• Annualised Transactional Monthly Revenue (ATMR)

3

, an indicator of future recurring product

revenue rises 24% to $18.4 million.

• Operating expenses decrease by 6% to $17.7 million.

• Cash flow positive with an increase in cash balances of $0.8m to $5.2 million from $4.45 million

in the prior year.


Serko Limited (NZX:SKO) today announced its first full-year profit since listing in 2014. Economies of

scale were realised as demand for its cloud-based corporate travel and expense management solutions

grew strongly within the Australasian markets. As previously announced, Serko is using this success to

launch into the Northern Hemisphere to continue its growth trajectory.

Serko also announces it is targeting 25

th

June 2018 to undertake a Foreign Exempt Listing on the

Australian Securities Exchange (ASX), subject to ASX approval, as part of a drive to broaden its investor

base.

Total operating revenue for the year to 31 March 2018 increased 28% to $18.3 million from $14.3 million

in the same period a year ago and in-line with the guidance we gave in November 2017 of $18 million

to $19 million. Total income grew by 25% to $19.3 million.

Peak fourth quarter (February) Annualised Transactional Monthly Revenue (ATMR), an indicator of the

company’s recurring revenues, stood at $18.4 million, an increase of 24% on the same period a year ago.

2

EBITDA for the full-year was $2.2 million representing a $4.7 million turnaround on the prior year’s

EBITDA loss of $2.5 million. The full-year profit before tax was $2.0 million representing a turnaround of

$5.3 million from the loss last year of $3.3 million.

With the Northern Hemisphere expansion that commenced in the 2018 financial year, Serko expected

to be ‘break-even’ for the second half. The actual results were an additional EBITDA profit of $0.9 million

over the first half $1.3 million to total $2.2 million EBITDA profit for the year. This was primarily

attributable to savings associated with timing of new hires as well as some operating efficiencies. The

costs associated with new hires is expected to be incurred in the first quarter of 2019 financial year

(FY19).

SUMMARY FINANCIAL RESULTS


Years ended 31 March


FY18

NZ$m

FY17

NZ$m

Net

increase/

(decrease)

Revenue:

Travel platform revenue 13.28 10.81 23%

Expense platform revenue 1.54 1.13 37%

Supplier commission revenue 1.29 0.75 72%

Other product revenue 0.33 0.24 40%

Recurring Product Revenue 16.44 12.92 27%

% Total Revenue (excluding Grants) 90% 91%

Services Revenue 1.84 1.36 35%

Total Revenue 18.28 14.28 28%

Other Income 0.99 1.09 -9%

Total Income 19.27 15.37 25%

Operating Expenses (including D&A) (17.68) (18.76) -6%

Net Finance Income (cost) 0.41 0.08 370%

Net profit / (loss) before tax 2.00 (3.31) 161%

Interest, Depreciation and Amortisation 0.18 0.78 -77%

EBITDA

2

2.18 (2.53) 186%


Net Cash Held


5.23


4.45


18%

Employees (number) 106 108 -2%


At the end of the financial year Serko had net cash on hand of $5.2 million, up 18% on the $4.5 million

cash on-hand at the end of the last financial year.

3

Chairman Simon Botherway said: “During this pivotal year, we demonstrated the scalability of our cloud-

based platform and recorded a dramatic improvement in financial performance as a result.

“We have consolidated our position in our core Australasian market as the leading online business travel

and expense management platform and we saw strong growth in recurring revenues across all

categories. We continue to win new customers, while those already using our suite of cloud-based

services are turning to us to meet more of their travel needs.”

“Increasing the number of services we provide to our customers is a core component of our strategy. In

particular, content revenues such as hotels and airport transfers increased 72% to $1.3 million,

demonstrating Serko’s latent potential to capture an increasing share of our customers’ travel spend.

“It is exciting to have embarked on our next phase of growth as we significantly expand our Northern

Hemisphere presence. We have made pleasing progress so far. We have recruited highly respected and

experienced leaders in the US and we are expanding our support operations to ensure we have 24-hour

coverage for customer support.

“As the launch of our new premium travel and expense solution Zeno shows, we remain at the forefront

of technological innovation in the sector.

Chief Executive and Co-Founder Darrin Grafton said: “Serko has successfully controlled costs, generated

positive cash flows and benefited from our platform scaling to serve a larger number of customers. This

is best demonstrated by reference to the average revenue per ‘full-time equivalent’ staff member, which

increased by $48,000 to $170,000.

“In short, in the 2018 financial year we continued to validate our strategy to transform business travel

and expense management by delivering market leading technological innovations, growing our

customer base and increasing average revenue from each booking made on our platform.”

Further commentary on our financial performance is provided in our Annual Report which has been

released to NZX today and will be available on our website: www.serko.com/investor-centre.

GROWTH STRATEGY:

Mr Grafton said a key determinant of Serko’s future success in Australasia and in new markets was the

take up of the new Zeno platform.

“We are pleased with the results we achieved this year. We have already signed a number of our existing

Travel Management Companies (TMCs) to new contractual terms to resell Zeno as a premium solution.

These TMCs are using Zeno to win new business and retain current business by providing the options of

both Serko Online and Zeno.

“As part of the Air New Zealand partnership, Tandem Travel (Air New Zealand’s corporate travel division)

is currently onboarding its entire customer base to Zeno and its previous solution provider is

discontinuing its system this month.

4

“Our global growth strategy is based on partnering with leading TMCs to enter new markets. This is the

same strategy that has served us well in Australasia, and the success of our relationships in our home

market is now creating opportunities in other markets.

“Our new international business development team is actively pursuing significant distribution and

marquee customer opportunities. As announced in February 2018, we have signed a global agreement

with ATPI Group and we will begin to roll out Zeno to its customers in the UK in the first quarter of FY19.

ATPI intends to extend the roll-out to customers in Europe after the UK launch.

OUTLOOK

Mr Botherway said Serko was in a stronger position than it has ever been.

“We expect total operating revenue growth of between 15% and 30% in the year to 31 March 2019.

“We are excited by the interest we have received in the Northern Hemisphere and we are preparing the

business to maximise the return on this interest through into the next financial year. As we undertake

this expansion in Europe and North America, we expect sales, marketing, system development and

support operation costs to increase. As a result, we do not expect a substantial uplift in EBITDA.

“The Board has a policy of maintaining a strong cash reserve position and will monitor Serko’s capital

requirements in light of the funding needed to execute growth opportunities both organic and inorganic.

“We are preparing for a dual-listing by way of a Foreign Exempt Listing on the ASX and are targeting a

listing date of 25

th

June 2018, subject to ASX approval. We believe our strong presence in Australian

markets will resonate with the deep pool of investors across the Tasman that understand travel and

technology markets. We also believe activating this interest will benefit all shareholders.

“Serko, however, intends to remain a New Zealand domiciled business and we are committed to our

New Zealand investors.

“We are naturally delighted with the rise in the value of our shares over the past year. The Serko Team

has worked hard on our market communication to better articulate our growth strategy and long-term

prospects.

“Further guidance will be provided at our Annual Shareholders Meeting in August,” Mr Botherway said.


Notes:


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 the auditors. Non-GAAP measures are used by management to monitor the

business and are useful to provide investors to assess business performance


1

Total Operating Revenue is revenue excluding income from grants and finance income, while Total Income includes grants

2

EBITDA is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,

Depreciation and Amortisation and Impairment. Serko uses this as a useful indicator of cash profitability.

5

3

ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator

of recurring revenues from Serko products, based on the monthly transactions and average revenue per booking (for its

travel platform revenue) and monthly active user charges (for its expense platform revenue) annualised on a constant

currency basis. Due to seasonality, Serko uses the latest month in any quarterly period that is not affected by seasonality

trends. For the last quarter of the 2018 financial year Serko used the February trading month because Easter fell in March

2018 but fell in April 2017. Serko’s transaction volumes are largely driven by the number of corporate working days in any

given month. To aid consistency of comparison on a monthly basis from year to year, Serko now annualises using the daily

weekday average for a non-seasonal month and multiplies that by 260 days in a year.

ENDS


For investor relations queries please contact:

Susan Putt,

Chief Financial Officer

Serko +64 9 309 4754 or +64 21 388 009

investor.relations@serko.com


For media relations queries please contact:

Nick Whitehead

Head of Marketing

Serko +64 21 892 996

nick.whitehead@serko.com


About Serko

Serko is a market leading travel and expense technology solution in Australasia, used by over 6,000

corporate entities and Travel Management Companies who combined book more than A$6bn of travel

a year through Serko’s platforms. Zeno is Serko’s next generation travel management application, using

intelligent technology, predictive workflows and a global travel marketplace to transform business travel

across the entire journey. Listed on the New Zealand Stock Exchange Main Board (NZX:SKO). Serko

employs more than 100 people worldwide, with its HQ in New Zealand, and offices across Australia,

China, India and the U.S. Visit www.serko.com for more information

---

Serko Limited
Results for Announcement to the Market


Reporting Period 12 months to 31 March 2018

Previous Reporting Period 12 months to 31 March 2017


12 months ended

31 March 2018

(NZ$000)

Percentage change

Revenue from ordinary

activities

18,279 Up 28.0%

Profit (loss) from ordinary

activities after tax attributable

to security holder

1,832 Up 153.1%

Net profit (loss) attributable to

security holders

1,832 Up 153.1%




Dividends Amount per security Imputed amount per security

No Dividend declared Not Applicable Not Applicable


Record Date Not Applicable

Dividend Payment Date Not Applicable


Net tangible assets * March 2018 March 2017

CENTS (NZD) CENTS (NZD)

Net tangible assets per

security

9.04 6.24

*In the comparative period of 31 March 2017, the net tangible assets per security has been restated.


Commentary on results


For commentary on the results, please refer to the Management Commentary in the Annual

Report, and the Annual Report generally.


Financial information


This Appendix 1 should be read in conjunction with the audited consolidated financial

statements contained in the Annual Report for the year ended 31 March 2018, and the

Annual Report generally.


The audited consolidated financial statements for the year ended 31 March 2018 have been

prepared in accordance with Generally Accepted Accounting Practice in New Zealand and

comply with New Zealand equivalents to International Financial Reporting Standards

(“NZIFRS”). Further detail on the accounting policies adopted is set out in the notes to the

financial statements.


Copies of Serko’s prior Annual Reports and Interim Reports can be found on Serko’s

website, at www.serko.com/investor-centre/.

---

1
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

2
SERKO ANNUAL REPORT

ABOUT

SERKO

Our

PURPOSE

About

SERKO

Our purpose is to transform the way businesses manage travel

and expenses. We do this by helping companies drive down

the cost of their travel program, using smart technology and

making the process of booking and managing travel and

reconciling expenses a positive experience for their people.

Serko is a market-leading travel and expense technology

solution, used by over 6,000 corporate entities through 50+

Travel Management Companies that combined book more than

A$6b of travel a year through Serko’s platforms. Zeno is

Serko’s next generation travel management application, using

intelligent technology, predictive workflows and a global travel

marketplace to transform business travel across the entire

journey. Listed on the New Zealand Stock Exchange Main

Board (NZX:SKO). Serko employs more than 100 people

worldwide, with its HQ in New Zealand and offices across

Australia, China, India and the United States (US) Visit

www.serko.com for more information.

3
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Our

PURPOSE

About

SERKO

Our purpose is to transform the way businesses manage travel

and expenses. We do this by helping companies drive down

the cost of their travel program, using smart technology and

making the process of booking and managing travel and

reconciling expenses a positive experience for their people.

Serko is a market-leading travel and expense technology

solution, used by over 6,000 corporate entities through 50+

Travel Management Companies that combined book more than

A$6b of travel a year through Serko’s platforms. Zeno is

Serko’s next generation travel management application, using

intelligent technology, predictive workflows and a global travel

marketplace to transform business travel across the entire

journey. Listed on the New Zealand Stock Exchange Main

Board (NZX:SKO). Serko employs more than 100 people

worldwide, with its HQ in New Zealand and offices across

Australia, China, India and the United States (US) Visit

www.serko.com for more information.

4
SERKO ANNUAL REPORT

NPBT

$2.0m

Net Profit Before Tax of $2 million

$5.3m turnaround from prior year

5
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

$5.2m

Cash balances increased

$0.8m over the year

Operating Revenue Growth

to $18.3m Revenue

28%

increase

in booking transactions

20%

$2.2m

EBITDA

$4.7m turnaround from prior year

Margin of 12%

Peak

ATMR

$18.4m

24% increase over

same month prior year

$19.3m

Total Income

6
SERKO ANNUAL REPORT

SERKO DELIVERS

MAIDEN FULL YEAR

PROFIT

This report is dated 23 May 2018 and is signed on behalf of the Board of Serko Limited by Simon

Botherway, Chairman (Chair), and Darrin Grafton, Chief Executive Officer (CEO).

DARRIN GRAFTONSIMON BOTHERWAY

CHIEF EXECUTIVE OFFICERCHAIRMAN

7
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

CEO AND CHAIRMAN’S LETTER

Dear Fellow Shareholders,

Serko has had a strong year and it is with considerable pleasure

that we communicate this report and associated financial

results to you. During this pivotal year, we demonstrated

the scalability of our cloud-based platform and recorded a

dramatic improvement in financial performance as a result.

We have consolidated our position in our core Australasian

market as the leading online business travel and expense

management platform and we saw strong growth in recurring

revenues across all categories. We continue to win new

customers, while those already using our suite of cloud-based

services are turning to us to meet more of their travel needs.

It is exciting to have embarked on our next phase of growth as

we significantly expand our Northern Hemisphere presence.

We have made pleasing progress so far. We have recruited

highly respected and experienced leaders in the US and we are

expanding our support operations to ensure we have 24-hour

coverage for customer support.

As the launch of our new premium travel and expense

solution Zeno shows, we remain at the forefront of

technological innovation in the sector.

Total operating revenue for the year to 31 March 2018

increased 28% to $18.3 million from $14.3 million in the same

period a year ago and in line with the guidance we gave in

November 2017 of $18 million to $19 million. Total income

grew by 25% to $19.3 million.

Increasing the number of services we provide to our

customers is a core component of our strategy. In particular,

content revenues such as hotels and airport transfers

increased 72% to $1.3 million, demonstrating Serko’s latent

potential to capture an increasing share of our customers’

travel spend.

EBITDA for the full year was $2.2 million, representing a

$4.7 million turnaround on the prior year’s EBITDA loss of

$2.5 million. The full-year profit before tax was $2.0 million,

representing a turnaround of $5.3 million from the loss last

year of $3.3 million.

Peak fourth quarter (February) Annualised Transactional

Monthly Revenue (ATMR), an indicator of the company’s

recurring revenues, stood at $18.4 million, an increase of 24%

on the same period a year ago.

With the Northern Hemisphere expansion that commenced in

the 2018 financial year, Serko expected to be ‘break-even’ for

the second half. The actual results were an additional EBITDA

profit of $0.9 million over the first half $1.3 million to a total $2.2

million EBITDA profit for the year. This was primarily attributable

to savings associated with timing of new hires as well as some

operating efficiencies. The costs associated with new hires is

expected to be incurred in the first quarter of the 2019 financial

year (FY19).

We have successfully controlled costs, generated positive cash

flows and benefited from our platform scaling to serve a larger

number of customers. This is best demonstrated by reference

to the average revenue per ‘full-time equivalent’ (FTE) staff

member, which increased by $48,000 to $170,000.

Meanwhile, we have continued to invest in the further

development of our technology, including Zeno.

At the end of the financial year Serko had net cash-on-hand of

$5.2 million, up 18% on the $4.5 million cash-on-hand at the

end of the last financial year.

In short, in the 2018 financial year we continued to validate

our strategy to transform business travel and expense

management by delivering market-leading technological

innovations, growing our customer base and increasing

average revenue from each booking made on our platform.

Further detail on our financial performance is covered in the

management commentary section on pages 18 to 27 of

this report.

Total operating revenue

for the year increased

28% to $18.3 million

NPBT of $2.0 million, a

$5.3 million turnaround

from prior year

8
SERKO ANNUAL REPORT

GROWTH STRATEGY:

A key determinant of Serko’s future success in Australasia and

in new markets was the take up of the new Zeno platform. We

are pleased with the results we achieved this year. We have

already signed a number of our existing Travel Management

Companies (TMCs) to new contractual terms to resell Zeno as

a premium solution. These TMCs are using Zeno to win new

business and retain current business by providing the options

of both Serko Online and Zeno.

As part of the Air New Zealand partnership, Tandem Travel

(Air New Zealand’s corporate travel division) is currently

onboarding its entire customer base to Zeno, and its previous

solution provider is discontinuing its system this month.

Our global growth strategy is based on partnering with

leading TMCs to enter new markets. This is the same strategy

that has served us well in Australasia, and the success

of our relationships in our home market is now creating

opportunities in other markets.

Our new international business development team is actively

pursuing significant distribution and marquee customer

opportunities. As announced in February 2018, we have

signed a global agreement with ATPI Group and we will begin

to roll out Zeno to its customers in the United Kingdom (UK) in

the first quarter of FY19. ATPI intends to extend the roll out to

customers in Europe after the UK launch.

OUTLOOK

Serko is in a stronger position than it has ever been. We expect

total operating revenue growth of between 15% and 30% in

the year to 31 March 2019.

We are excited by the interest we have received in the

Northern Hemisphere and we are preparing the business to

maximise the return on this interest through into the next

financial year. As we undertake this expansion in Europe

and North America, we expect sales, marketing, system

development and support operation costs to increase. As a

result, we do not expect a substantial uplift in EBITDA.

The Board has a policy of maintaining a strong cash reserve

position and will monitor Serko’s capital requirements in light

of the funding needed to execute growth opportunities both

organic and inorganic.

We are preparing for a dual-listing by way of a Foreign Exempt

Listing on the ASX and are targeting a listing date of 25th

June 2018, subject to ASX approval. We believe our strong

presence in Australian markets will resonate with the deep

pool of investors across the Tasman that understand travel and

technology markets. We also believe activating this interest

will benefit all shareholders.

Serko, however, intends to remain a New Zealand domiciled

business and we are committed to our New Zealand investors.

We are naturally delighted with the rise in the value of our

shares over the past year. The Serko Team has worked hard

on our market communication to better articulate our growth

strategy and long-term prospects.

Further guidance will be provided at our Annual Shareholders

Meeting in August.

Signed Chair and CEO

20% growth in booking

transactions for 2018

DARRIN GRAFTONSIMON BOTHERWAY

CEOCHAIRMAN

9
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Industry Recognition

Category: Most Innovative Hi-Tech Service

Category: Company of the Year

Category: Excellence in Innovation

Category: Top 16 corporate travel innovators

Category: NZX Emerging Leaders Best Investor Relations

10
SERKO ANNUAL REPORT

STRATEGIC

OVERVIEW

Offer premium,

integrated global

solutions

Expand into new territories

through strategic alliances

and reach the unserved

SME market

Grow ARPB by

offering increased

content and moving

customers to Zeno

11
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

TECHNOLOGY INNOVATION

Zeno set a new benchmark in travel & expense management and we can now expand the personalisation and monetisation

opportunities of Zeno with NDC*

What we achieved:

• Zeno was successfully deployed into general release and is being used by hundreds of corporate and government

organisations to book and manage travel

• Zeno’s technology and content were globalised to support customers in new markets, including North America and Europe

• Multiple white labelled self-service travel booking portals launched or are in development by partners (e.g. Corporate

Traveller, HelloWorld for Business and Air New Zealand) powered by serko.travel

Our focus for FY19:

• Zeno will achieve NDC Level 3 certification, providing a foundation to integrate directly with airlines to unleash

personalisation and monetisation opportunities that have not previously been possible

• We will continue to expand on Zeno’s feature set including a ‘Right to travel’ workflow to streamline business travel approval processes

• A ‘Duty of Care’ premium module will provide risk assessment, mitigation and management capabilities

GROW CUSTOMER BASE

International markets validated demand for Zeno in FY18. We are investing to unlock this growth potential in FY19

What we achieved:

• ATPI signed agreement to resell Zeno in more than 50 countries, with first UK customer going live Q1 FY19

• Serko Expense was deployed into global enterprise organisations and validated as a competitive solution in Northern

Hemisphere with sales expected in FY19

• Tandem Travel, Air New Zealand’s TMC, began migrating customers to Zeno from a competitor and is progressing towards

100% customer migration during FY19

Our focus for FY19:

• Expanding on ATPI UK’s early success with expansion into its customer base across Europe, North America and Asia

• Supporting Travel Encore, our first reseller in Canada, to build a Zeno customer base across travel & expense

• Extending the relationship with our largest TMC customer, FCM, into new markets, including North America

GROW ARPB

We have proven we can lift transaction revenue through customer migration to Zeno and we will continue to expand

opportunities for content monetisation with the Zeno Marketplace

What we achieved:

• Content revenue (derived from bookings that include content in addition to airfare, e.g. hotel, transfer, rental car) increased by 72%

• HRS Hotels, GTA Hotels and Hotel Hub were added and increased available content to three million hotels

• RouteHappy rich content for flight shopping was introduced, which enables differentiated airline merchandising

Our focus for FY19:

• Migration of existing Serko Online customers to our premium offering, Zeno, with associated increase in price per booking

• The Zeno Marketplace serves as a central content hub for global suppliers across every phase of their journey and extends revenue

opportunities into content such as ride-sharing services, restaurant bookings, meeting rooms and secure WiFi providers

• Zeno’s NDC capability outlined above will facilitate the merchandising of ancillary services, such as in-flight meals,

premium seat selection and lounge access, to generate additional content revenue per booking

*NDC (New Distribution Capability) is a travel industry-supported program launched by IATA for the development and market adoption of a new, XML-based data

transmission standard that enhances the capability of communications between airlines, travel agents and aggregators.

12
SERKO ANNUAL REPORT

The majority of Serko’s revenue comes from Travel Management Companies (TMCs)

that provide our solution to their corporate customers

OUR CUSTOMERS

OUR PRODUCTS

Zeno is Serko’s next

generation travel

management

application, using

intelligent technology,

predictive workflows

and a global travel

marketplace

Serko Online is an

end-to-end online

booking tool for

corporates to book

and manage airlines,

hotels, rental cars and

airport transfers

Serko Expense is an

online expense

management solution

that enables the

capture and

processing of

corporate card and

out-of-pocket claims

Serko Mobile is a

purpose-built mobile

app for making,

changing and

managing flight and

hotel bookings and

travel expenses

13
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Until now, corporate travel programs have had to

choose who loses.

There was a spectrum with control and compliance at one

end and choice and convenience at the other. Someone had to

compromise. Not anymore.

Zeno revolutionises the world of online travel and expense

management, providing the control that travel managers need

with the ease of use that compels travellers to get on board.

Serko conducted research that identified there are seven

phases that cover every aspect of business travel – fly, stay,

move, eat, work, play and rest.

Zeno is designed to connect travellers with preferred

suppliers across every one of these phases, which means they

will be able to turn to a single app to solve every need before

and during their trip.

Corporates can customise Zeno to show only approved

content providers and will be able to integrate directly with

their corporate accounts.

We do this with intelligent technology that provides

personalised itinerary recommendations, an intuitive

interface that makes booking travel super simple and a global

marketplace that allows travel managers to connect with

preferred suppliers at every stage of the journey.

The outcome is control and visibility over spend that was

previously opaque, expense capture and reconciliation that

provides confidence in governance and increased user

adoption that drives higher levels of compliance with

corporate travel policies.

The Connected Traveller

One of the biggest challenges for travel managers is

compliance, or rather lack thereof, with their corporate travel

policies. This is not normally a significant problem with flights

but more of a challenge with things like hotels, when

travellers will often book directly with the hotel or through

an aggregator, like booking.com or Expedia.

The reasons for this are often down to choice (i.e. I can find a

better hotel than the options shown in my corporate booking

tool) or user experience (i.e. I don’t get the rich information,

such as photos, reviews and room types) in their existing

corporate booking tool.

Zeno helps to overcome this by providing rich content from

aggregators, including Booking.com, Wotif and Expedia, as

well as corporate negotiated rates, and with an intuitive user

interface that matches the consumer experience travellers

are used to.

Seamless Compliance

14
SERKO ANNUAL REPORT

BOARD OF DIRECTORS

Simon Botherway

Independent Non-Executive Chairman, New Zealand

Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst

(CFA) designation. Simon has extensive experience in corporate governance, banking and investment

management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to

2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA

Asia-Pacific Advocacy Committee.

Simon was appointed as a member of the Securities Commission in 2009 and was appointed by the New

Zealand Government to chair the Financial Markets Authority Establishment Board in 2010. Simon is

currently also a Director of the Callaghan Innovation Board and Fidelity Life Assurance.

Claudia Batten

Independent Non-Executive Chairman, United States

Claudia has been a founding member of two highly successful entrepreneurial ventures. Starting

with Massive Incorporated, a network for advertising in video games, she helped pioneer ‘digital’ as

a media buy. Massive was sold to Microsoft in 2006. In 2009 she co-founded Victors & Spoils

(‘V&S’), the first advertising agency built on the principles of crowd-sourcing. V&S was majority

acquired by French holding company Havas Worldwide in 2011. Claudia is based in the United

States but remains a strong supporter of the New Zealand start-up scene as an active mentor and

adviser. She is also the digital adviser to the Board of Westpac New Zealand and holds an LLB

(Hons) and BCA from Victoria University (Wellington).

Clyde McConaghy

Independent Non-Executive Chairman, Australia

Clyde is based in Australia. He holds a BBus and MBA from Cranfield University United Kingdom (UK).

Clyde is a fellow of the Australian Institute of Company Directors and a fellow of the Institute of Directors

UK. He is the founder of Optima Boards, providing independent director and advisory services to public,

private, family office and charitable entities around the world. Clyde has worked in publishing, media,

online and technology sectors, living in the UK, Germany, China and Australia. He is a Director of ASX-listed

technology company, Infomedia Limited and Chairman of the Board of Chapman Eastway Pty Limited.

Darrin Grafton

Executive Director, Chief Executive Officer & Co-Founder

Darrin has more than 25 years' experience in travel technology and is highly experienced in technology

commercialisation. He previously held senior management positions with Gullivers Travel Group (listed

on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive Technologies.

Robert (Bob) Shaw

Executive Director, Chief Strategy Officer & Co-Founder

Bob has more than 25 years' experience creating and commercialising technology for the travel industry.

He has held a number of directorships and senior management positions in various high-profile ventures,

including Gullivers Travel Group (listed on the Australian and New Zealand Stock Exchanges between

2004 and 2006) and Interactive Technologies.

Appointed 30 April 2014, re-elected August 2017

Appointed 30 April 2014, re-elected August 2017

Appointed 30 April 2014, re-elected August 2016

Appointed 5 April 2007

Appointed 5 April 2007, re-elected August 2016

15
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

MANAGEMENT TEAM

Simon Botherway

Independent Non-Executive Chairman, New Zealand

Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst

(CFA) designation. Simon has extensive experience in corporate governance, banking and investment

management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to

2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA

Asia-Pacific Advocacy Committee.

Simon was appointed as a member of the Securities Commission in 2009 and was appointed by the New

Zealand Government to chair the Financial Markets Authority Establishment Board in 2010. Simon is

currently also a Director of the Callaghan Innovation Board and Fidelity Life Assurance.

Claudia Batten

Independent Non-Executive Chairman, United States

Claudia has been a founding member of two highly successful entrepreneurial ventures. Starting

with Massive Incorporated, a network for advertising in video games, she helped pioneer ‘digital’ as

a media buy. Massive was sold to Microsoft in 2006. In 2009 she co-founded Victors & Spoils

(‘V&S’), the first advertising agency built on the principles of crowd-sourcing. V&S was majority

acquired by French holding company Havas Worldwide in 2011. Claudia is based in the United

States but remains a strong supporter of the New Zealand start-up scene as an active mentor and

adviser. She is also the digital adviser to the Board of Westpac New Zealand and holds an LLB

(Hons) and BCA from Victoria University (Wellington).

Clyde McConaghy

Independent Non-Executive Chairman, Australia

Clyde is based in Australia. He holds a BBus and MBA from Cranfield University United Kingdom (UK).

Clyde is a fellow of the Australian Institute of Company Directors and a fellow of the Institute of Directors

UK. He is the founder of Optima Boards, providing independent director and advisory services to public,

private, family office and charitable entities around the world. Clyde has worked in publishing, media,

online and technology sectors, living in the UK, Germany, China and Australia. He is a Director of ASX-listed

technology company, Infomedia Limited and Chairman of the Board of Chapman Eastway Pty Limited.

Darrin Grafton

Executive Director, Chief Executive Officer & Co-Founder

Darrin has more than 25 years' experience in travel technology and is highly experienced in technology

commercialisation. He previously held senior management positions with Gullivers Travel Group (listed

on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive Technologies.

Robert (Bob) Shaw

Executive Director, Chief Strategy Officer & Co-Founder

Bob has more than 25 years' experience creating and commercialising technology for the travel industry.

He has held a number of directorships and senior management positions in various high-profile ventures,

including Gullivers Travel Group (listed on the Australian and New Zealand Stock Exchanges between

2004 and 2006) and Interactive Technologies.

Appointed 30 April 2014, re-elected August 2017

Appointed 30 April 2014, re-elected August 2017

Appointed 30 April 2014, re-elected August 2016

Appointed 5 April 2007

Appointed 5 April 2007, re-elected August 2016

Murray Warner

Head of Australasian market

Murray has 20 years’ experience working with cloud software technology building new sales and

revenue operations. He has previously held several senior management positions with Concur

Technologies, an SAP company, across Asia-Pacific, Europe and North America.

Susan Putt

Chief Financial Officer (CFO)

Susan has over 25 years’ experience working in New Zealand and has also worked in Australia and

Canada. She is a Chartered Accountant and Chartered Member of the Institute of Directors. Susan has

worked as CFO, Head of Strategy, and Director for a number of New Zealand businesses and

specialises in working with high-growth companies.

Charlie Nowaczek

Chief Operating Officer (COO)

Charlie has over 25 years’ experience as an operations executive and management adviser, specialising

in business transformation and operational excellence. Over the last decade he has been COO for a

number of technology start-ups in the US and Canada.

John Challis

Head of Business Development

John has 18 years' experience in the corporate travel technology sector across operations,

implementations and sales. John has been with Serko for 11 years and was until recently responsible

for managing the Australasian sales team, however, as part of Serko's global expansion plans John is

now responsible for growth in new markets with a heavy focus on the Northern Hemisphere.

Darrin Grafton and Bob Shaw are also part of the executive team, see facing page for their details

Tony D’Astolfo

Senior Vice President, NORAM

Tony is a 35-year travel industry veteran, with deep expertise in travel and technology. Most recently

he was Chief Commercial Officer at Deem and prior to this Tony was Managing Director of

Phocuswright. Tony is a long-time member of GBTA and ACTE, and current Vice Chairman of WINiT

(Women In Travel).

CORPORATE
RESPONSIBILITY

Serko aims to be a successful growth company. To

realise this ambition we must do the right thing by our

people, customers, community and our shareholders.

We aim to achieve this through:

1) Focusing on long-term growth and business

sustainability;

2) Applying best practice governance and risk

management procedures;

3) Cultivating an inclusive workplace of diverse

and engaged staff; and

4) Enabling environmentally sustainable choices

through technology.

Serko is committed to developing long-term value

creation and making positive improvements in social,

economic and environmental outcomes. This year,

we have prepared our first Environmental Social and

Governance (ESG) Report and started reporting how

the United Nations (UN) Sustainable Development

Goals are applicable to our ESG initiatives.

Further information and our full report can be found

online at www.serko.com/investor-centre/. Serko’s

ESG framework remains under development and will

continue to be progressed over time.

The Sustainable Development Goals (SDGs) are a

set of global initiatives set by the United Nations

for everyone to contribute to. For Serko, the SDGs

are a way to see which areas of sustainability we

are directly contributing to and how our community

initiatives relate to a larger vision for positive change.

The UN SDGs relevant to Serko and our actions are

as follows:

People:UN SDGs

UN SDGs

UN SDGs

Customers:

Good health and well-being

Health and Safety Policies

Quality education

Training and intern programmes

Industry, innovation and

infrastructure

Industry recognition for innovation

Responsible consumption

and production

Privacy and security policies

Community:

Sustainable cities and

communities

Sponsorships and donations

Climate action

Environmental practices

Gender equality

Diversity and inclusion policies

Decent work and economic

growth

Remuneration policies

Diversity and inclusion policies

Reduced inequalities

16

SERKO ANNUAL REPORT

ABOUTSERKO
02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

People:UN SDGs

UN SDGs

UN SDGs

Customers:

Good health and well-being

Health and Safety Policies

Quality education

Training and intern programmes

Industry, innovation and

infrastructure

Industry recognition for innovation

Responsible consumption

and production

Privacy and security policies

Community:

Sustainable cities and

communities

Sponsorships and donations

Climate action

Environmental practices

Gender equality

Diversity and inclusion policies

Decent work and economic

growth

Remuneration policies

Diversity and inclusion policies

Reduced inequalities

17

SERKO ANNUAL REPORT

18
SERKO ANNUAL REPORT

Please read the following commentary with the financial statements and the related notes in this report. Some parts of this

commentary include information regarding the plans and strategy for the business and include forward-looking statements that

involve risks and uncertainties.

Actual results and the timing of certain events may differ materially from future results expressed or implied by the forward-

looking statements contained in the following commentary. All amounts are presented in New Zealand dollars (NZD), except

where indicated. All references to a year are the financial year ended 31 March, unless otherwise stated.

Non-GAAP (generally accepted accounting practices) measures have been included, as we believe they provide useful information

for readers to assist in understanding Serko’s financial performance. Non-GAAP financial measures do not have standardised

meanings and should not be viewed in isolation or considered as substitutes for measures reported in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). These measures have not been independently

audited or reviewed.

MANAGEMENT

COMMENTARY

19
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Annual total operating revenue grew by $4 million to $18.3 million from $14.3 million in

the prior year, driven by strong recurring revenue growth across all revenue categories

predominantly from our Australian operations. The company recognised $0.96 million in

Callaghan Innovation growth grants within other income, leading to total income for the year

of $19.3 million up from $15.4 million for the prior year.

Serko became profitable in the financial year in line with guidance as it benefited from the

operational efficiencies of a scalable technology platform and from tight cost control. Total

operating expenses decreased by $1.1 million to $17.7 million from the prior year

$18.8 million. This resulted in a profit after tax of $1.8 million, which represents a turnaround

of $5.3 million from a loss of $3.5 million in the prior year.

BUSINESS RESULTS

Year ended 31 March20182017Change%

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

Revenue18,27914,2774,00228%

Other income9941,092(98)-9%

Total income19,27315,3693,90425%

Operating expenses(17,684)(18,763)1,0796%

Percentage of revenue-97%-131%

Net finance income41488326370%

Net profit (loss) before tax2,003(3,306)5,309161%

Percentage of operating revenue11%-23%

Income tax expense(171)(144)(27)-19%

Net profit (loss)1,832(3,450)5,282153%

EBITDA improved by $4.7 million from a loss of $2.5 million to a profit of $2.2 million. This

was driven by an increase in total income of $3.9 million and decrease in operating costs

(excluding depreciation and amortisation) of $0.8 million.

EBITDA is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,

Depreciation and Amortisation and Impairment. Serko uses this as a useful indicator of cash profitability.

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA)

Year ended 31 March20182017Change%

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

Net profit (loss)1,832(3,450)5,282153%

Add back: income tax expense1711442719%

Deduct: net finance income(414)(88)(326)-370%

Add back: depreciation and amortisation597858(261)-30%

EBITDA profit/(loss)2,186(2,536)4,722186%

EBITDA margin12%-177%

$5.3m

TURNAROUND

$4.7m

TURNAROUND

$2.0m

NET PROFIT

BEFORE TAX

$2.2m

EBITDA

20
SERKO ANNUAL REPORT

Recurring product revenue (a Non-GAAP measure) is the revenue derived from transactions and usage of Serko

products by contracted customers. It excludes services revenue.

Total operating revenue is revenue excluding grants and finance income, while total income includes grants

INCOME

Year ended 31 March20182017Change%

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

Travel platform booking revenue13,28310,8082,47523%

Expense platform revenue1,5391,12541437%

Supplier commissions revenue1,28875153772%

Other revenues3342389640%

Recurring product revenue16,44412,9213,52227%

Percentage of total revenue90%91%

Services revenue1,8351,35647935%

Total revenue18,27914,2774,00228%

Other income9941,092(98)-9%

Total income19,27315,3693,90425%

28%

TOTAL

REVENUE

INCREASE

25%

TOTAL

INCOME

INCREASE

Travel platform revenue grew by 23% for the year and was primarily related to a 20% increase

in booking numbers. The difference between transaction growth and booking volume growth

is owing to minimum volume commitments recognised.

Minimum volume commitments contribute to revenue when actual volumes transacted are

less than the stated contractual commitments. Revenue from these sources in 2018 was

$0.6 million, significantly higher than the contribution in the prior year. The anticipated

transactional business related to these minimums is expected to be onboarded onto the Serko

platform in the first quarter of 2019.

Expense platform revenue grew 37% to $1.5 million. This growth is a result of the successful

reseller program introduced in the prior year with our partner TMCs.

Supplier commissions revenue grew by 72% to $1.3 million. The number of bookings that

Serko earned additional commission revenue over the travel platform booking fee increased

by 77%. The average attachment rate of commission bookings versus total bookings for the

year was 5.4% up from 3.7% for the prior year.

Other revenues grew by 40%.

Total services revenue was up 35% over the prior period. This reflects the increase in

payments from content suppliers for the integration of their content to our travel platform, as

well as growth in the paid work to configure our platforms for customer needs.

Total recurring product revenues grew by 27% to $16.4 million compared to $12.9 million in

the prior year. Recurring revenue as a percentage of total revenue remains steady at 90%.

Serko launched its premium travel booking tool called Zeno during 2018. Some customers

have already transitioned to this platform, as commercial negotiations progressively

conclude with various TMC partners for the reseller rights. The volumes were not

significant and revenues are not material for this year and thus have not been separately

disclosed in this report.

21
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Monthly

user fee

Mobile

subscription

Supplier

commission

Booking &

other fees

Corporate traveller makes

a booking via Serko

Online/Zeno

Corporate books a hotel or

taxi via Serko Online/Zeno

Traveller downloads and

uses Serko Mobile

Traveller submits receipts

using Serko Expense/Zeno

How Serko makes money

Serko’s main source of revenue in 2018 was from its Serko Online travel booking platform. This is predominantly invoiced to TMC

resellers on a monthly basis for the total transactions generated from the online travel bookings made by their customers. As Zeno

was launched firstly in beta to trial customers during the second half of 2018, booking volumes for 2018 are not material.

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.

The serko.travel platform for small and medium enterprises is a free booking service and Serko earns commission income on those

bookings direct from suppliers, therefore income from this platform is included in supplier commissions.

Serko also earns income from its expense management platform Serko Expense, which allows registered users of corporate

customers to process travel and expense claims for accounting and reimbursement. Revenues are derived from a combination of

fees for active users, registered users and reports processed.

Supplier commission revenue is earned when corporates opt to book Serko-sourced hotel and other traveller-related services.

Serko is paid directly from the suppliers of those services.

Other income includes income from Serko Mobile licence fees and other miscellaneous revenues.

Services revenue is derived from installation service and customised software development undertaken on behalf of the TMC

customers. It also includes the fees charged to develop connections to third party systems wanting to integrate with Serko’s

platforms. The basis of charging can vary depending on the contractual terms with the customer, which may specify time and

materials, capped or fixed pricing.

Other income is primarily government grants for research and development projects.

HOW SERKO MAKES MONEY

22
SERKO ANNUAL REPORT

Serko currently earns 91% of revenue from Australia and 6% from New Zealand

sources. It is currently undertaking the development required to localise content and

integrate its systems with Northern Hemisphere markets and expects these regions

to grow during 2019.

$15m

$10m

$5m

-

$Ƒ0m

FY13FY14FY15FY16FY17FY18

Revenue Trend

Services

Supplier commissions & other

Expense platform

Travel platform

Year ended 31 March20182017Change%

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

Australia16,59913,1953,40426%

New Zealand1,03867236654%

North America457158299189%

India57136(79)-58%

Singapore421824133%

Other8698(12)-12%

Revenue18,27914,2774,00228%

Revenue by

Geography

23
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

37%

20%

24%

$15m

$10m

-

$Ƒ0m

20172018

Peak ATMR

Year-on-year movement

$11.2m

Mar 2016

$15.3m

Mar 2017

$14.8m

Feb 2017

$18.4m

Feb 2018

FY13FY14FY15FY16FY17FY18

Booking trend

Online booking trend over

the last 6 years*

ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator of recurring revenues from Serko

products. It is based on the monthly transactions and average revenue per booking (for its travel platform revenue) and monthly active user charges (for its

expense platform revenue) annualised on a constant currency basis. Owing to seasonality, Serko uses the latest month that is not affected by seasonality trends.

The period ended March 2018 was affected by Easter falling over the last weekend in March whereas in 2017 Easter fell in April. Thus the peak ATMR month for

2018 was February 2018. Serko’s transaction volumes over any month are driven by the number of corporate working days within that month. To aid comparison

between months from year to year, Serko now annualises the figures using the weekday average booking transactions for non-seasonal months and multiplies that

by 260 days in a year.

* Booking volumes not disclosed for commercial reasons

24
SERKO ANNUAL REPORT

ACTIVITY

Online bookings increased 20% over the prior year, while transaction volumes also grew

strongly, driven entirely by growth in our core Australasian markets. Serko is currently

expanding into Northern Hemisphere markets, however, these regions did not make a

contribution in 2018.

ARPB increased marginally during the year by 1%, however, additional content revenue at

$1.3 million is now contributing significantly to Serko’s profit, with a 72% uplift over the

prior year.

ATMR, an indicative measure of forward revenue from currently transacting customers, rose

24% for the year to $18.4 million, lifted by increases in ARPB, total bookings and the number

of users of our Expense platform. Actual recurring product revenue of $16.4 million for 2018

was ahead of the March 2017 ATMR of $15.3 million.

Serko’s TMC partners have indicated they expect additional Australasian corporate

customers, that are not currently using an online booking tool, to transition to Serko products

over the next year. Therefore, we expect transaction growth in Australia and New Zealand

to continue. In addition, Serko is expanding into Northern Hemisphere territories and this

segment is also expected to grow over the next financial year.

While transaction growth is difficult to forecast, Serko is expecting total operating revenue to

grow between 15% and 30%.

Serko is rolling out Zeno to its Australasian customers. Zeno is a premium product that offers

a door-to-door booking experience and Marketplace hub that incorporates additional content

for hotels and other traveller services. Consequently, supplier content commissions are also

expected to grow.

With a healthy pipeline of Serko Expense management customers we expect this product line

will continue to grow. Meanwhile, as we expand into Northern Hemisphere markets we are

seeing increased interest in customers adopting integrated travel and expense solutions.

Serko uses Online bookings, Annualised Transactional Monthly Revenue (ATMR) and Average Revenue per Booking

(ARPB) as indicators of strategic achievement.

INCREASE

20%

ONLINE

BOOKINGS

INCREASE

24%

PEAK

ATMR

25
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Total operating expenses were down 6% or $1.1 million from the prior year to $17.7 million,

mainly owing to a decrease in marketing, remuneration and benefit expenses.

Remuneration and benefits (R&B) decreased owing to the integration of the Arnold platform

in the first half of 2017 resulting in operating efficiencies owing to the reduced need to

maintain two platforms. Included in R&B was $1.3 million related to employee share-based

payments and short-term incentive performance payments for 2018, compared to $1.0 million

in the prior year.

As Serko expands in the Northern Hemisphere, R&B costs will increase, as additional

resources are hired to support growth into new territories. This will be offset somewhat by

capitalisation of internal staff time spent on development of revenue-earning modules for the

Serko platforms.

Selling and marketing expenses decreased as a result of a shift in focus from a direct sales and

marketing effort towards assisting TMC partners to resell Serko products.

With the launch of Zeno in Australasia, as well as into Northern Hemisphere markets, Serko

expects selling costs to increase to drive revenue growth in 2019 by supporting the successful

acquisition and onboarding of new customers to the product.

Administration costs were slightly lower than the prior year owing mainly to a decrease

in depreciation and amortisation (D&A). For 2018, D&A at $0.6 million was $0.2 million

lower than the prior year. Administration costs are expected to increase owing to our

growth activities.

Hosting costs increased and generally are expected to increase when revenue increases.

However, thanks to efficiencies achieved this year, these costs increased 13%, while revenues

increased 28%.

Remuneration and benefits are the total costs of employees and contractors engaged within the business during the

financial year, including gross salary, additional payroll taxes, superannuation and KiwiSaver, bonuses, commissions

and the value of any share-based remuneration or awards.

Selling and marketing expenses comprise all the direct costs of sales that are not people- or salary-related.

Administration expenses are other general overheads and operating costs, including depreciation and amortisation charges.

Other expenses comprise direct technology costs, including hosting.

OPERATING EXPENSES

Year ended 31 March20182017Change%

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

Remuneration and benefits11,66712,285(618)-5%

Selling and marketing expenses1,2581,658(400)-24%

Administration expenses3,6923,880(188)-5%

Other expenses1,06794012713%

Total operating expenses17,68418,763(1,079)-6%

Percentage of operating revenue97%131%-34%

6%

OPERATING

EXPENSES

DECREASE

26
SERKO ANNUAL REPORT

R&D costs (capitalised and expensed) have declined $0.9 million during the year with

integration of the Arnold platform in the first half of 2017. Software development resources,

used to support a higher level of services revenue, has been excluded from R&D. R&D costs

represent 27% of operating revenue.

Capitalised development costs have also declined by 51% to $0.4 million. The majority of

R&D was research related. Research costs of $4.5 million mostly related to improving the

traveller booking experience in Zeno, including work on predictive booking, natural language

transactions and chat bots. These were partially funded through $1 million of government

grants received from Callaghan Innovations.

Serko expects capitalised development costs to increase with the current developer resources

focused on Zeno development for the Northern Hemisphere and new functionality that will

further contribute to increases in revenue.

Research & Development (R&D) cost is a Non-GAAP measure representing the internal and external costs related to

R&D that have been included in operating costs and capitalised as computer software development during the period.

Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to

an intangible asset. R&D expenses include employee and contractor remuneration related to these activities. It also

covers research expenditure defined by NZ IAS 38.

RESEARCH AND DEVELOPMENT (R&D) COSTS

Year ended 31 March20182017Change%

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

Total R&D cost (including amounts capitalised)4,9065,836(930)-16%

Percentage of operating revenue27%41%

Less: capitalised product development costs(383)(780)39751%

Percentage R&D costs8%13%

Research costs (excluding amortisation of

amounts previously capitalised)

4,5235,056(533)-11%

Less: Government grants(956)(1,073)11711%

Add: Amortisation of capitalised development

costs

412450(38)-8%

Net product development costs3,9794,433(454)-10%

Percentage of operating revenue22%31%

16%

DECREASE

R&D COSTS

27
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Serko’s staff head count was relatively flat for the year, moving to 106 from 108 full-time

equivalent (FTE) staff at the end of 2017, with 58 staff based in New Zealand, 20 in Australia,

26 in China and two based in other countries. Average revenue per FTE increased by $48,000

to $170,000, demonstrating the economies of scale we are achieving from the platform as

revenue grows.

Receipts from customers increased by 17% over 2018 from $15.1 million to $17.8 million.

Other operating cash outflows decreased by $0.5 million resulting in positive operating cash

flows for the year of $1.4 million.

Cash outflows for property, plant and equipment and intangibles were $0.5 million lower than

prior year resulting in total net inflows of $0.8 million for the year, including foreign exchange

differences. Cash balances increased by 18% as at 31 March 2018, from $4.5 million to

$5.2 million.

EMPLOYEES AND AVERAGE REVENUE FTE

CASH FLOWS

Year ended 31 March20182017Change%

Product development and maintenance5459-5-8%

Sales and marketing129333%

Customer support2727--

Administration1313--

Total employee numbers at end of year106108-2-2%

Average revenue per FTE (NZD $000)1701224839%

Year ended 31 March20182017Change%

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

Receipts from customers17,75415,1132,64117%

Grant income receipts9151,075(114)-11%

Other operating cash flows(17,253)(17,783)4843%

Total cash flows from operating activities1,416(1,595)3,011188%

Investing and financing cash flows(565)(1,038)47346%

Total net cash flows851(2,633)3,484132%

Net foreign exchange differences(70)(34)(36)-106%

Closing cash balances5,2324,45178118%

2%

DECREASE

FTE

INCREASE

18%

CASH

BALANCES

28
SERKO ANNUAL REPORT

FINANCIAL

STATEMENTS

29
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

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 2018 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 2018 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

Main Board 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 on

23 May 2018 by:

CONTENTS

DARRIN GRAFTONSIMON BOTHERWAY

CHIEF EXECUTIVE OFFICERCHAIRMAN

Statement of comprehensive income

30

Statement of changes in equity31

Statement of financial position32

Statement of cash flows33

Notes to the financial statements34-62

Independent auditor’s report

63-65

30
SERKO ANNUAL REPORT

The accompanying notes form part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2018

Notes20182017

$ (000)$ (000)

Revenue418,27914,277

Other income49941,092

Total revenue and other income19,27315,369

Operating Expenses

Remuneration and benefits (11,667) (12,285)

Selling and marketing expenses (1,258) (1,658)

Administration expenses (3,692) (3,880)

Other expenses (1,067) (940)

Total operating expenses5 (17,684) (18,763)

Finance income5475142

Finance expenses5 (61) (54)

Profit/(loss) before income tax2,003 (3,306)

Income tax expense 6 (171) (144)

Net profit/(loss) attributable to the shareholders of the company1,832 (3,450)

Movement in foreign currency reserve (52) (140)

Total comprehensive income for the year1,780 (3,590)

Earnings per share

Basic profit/(loss) per share16 $0.03 $(0.05)

Diluted profit/(loss) per share16 $0.02 $(0.05)

31
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2018

Notes

Share

Capital

Share-based

Payment

Reserve

Foreign

Currency

Reserve

Accumulated

Losses

Total

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

Balance as at 1 April 201725,1851,021(33)(19,897)6,276

Net profit/(loss) for the year-- - 1,8321,832

Other comprehensive income/(loss)*--(52) - (52)

Total comprehensive income for the year--(52)1,8321,780

Transactions with owners

Shares allocated to employees15 - 252 - - 252

Shares forfeited from employees15 - (23) - - (23)

Share options to non-executive directors15 - 59--59

Balance as at 31 March 201825,1851,309(85)(18,065)8,344

Balance as at 1 April 201625,185888107(16,447)9,733

Net profit/(loss) for the year - - - (3,450)(3,450)

Other comprehensive income/(loss)* - - (140) - (140)

Total comprehensive income for the year - - (140)(3,450)(3,590)

Transactions with owners

Shares allocated to employees15 - 372 - - 372

Shares forfeited from employees15 - (239) - - (239)

Balance as at 31 March 201725,1851,021(33)(19,897)6,276

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

The accompanying notes form part of these financial statements.

32
SERKO ANNUAL REPORT

STATEMENT OF FINANCIAL POSITION

As at 31 March 2018

Notes20182017

$ (000)$ (000)

Current assets

Cash at bank and on hand115,2324,451

Receivables73,8313,167

Derivative financial instruments8288 -

Total current assets9,3517,618

Non-current assets

Property, plant and equipment9893886

Intangible assets 101,5741,603

Deferred tax asset6155112

Total non-current assets2,6222,601

Total assets11,97310,219

Current liabilities

Trade and other payables122,7932,582

Income tax payable98160

Interest-bearing loans and borrowings14351399

Derivative financial instruments8 - 245

Total current liabilities3,2423,386

Non-current liabilities

Trade and other payables12183269

Interest-bearing loans and borrowings14204254

Derivative financial instruments8 - 34

Total non-current liabilities387557

Total liabilities3,6293,943

Equity

Share capital1525,18525,185

Share-based payment reserve151,3091,021

Foreign currency reserve(85)(33)

Accumulated losses(18,065)(19,897)

Total equity8,3446,276

Total equity and liabilities11,97310,219

For and on behalf of the Board of Directors, who authorise these financial statements for issue on 23 May 2018.

DARRIN GRAFTONSIMON BOTHERWAY

CHIEF EXECUTIVE OFFICERCHAIRMAN

The accompanying notes form part of these financial statements.

33
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

STATEMENT OF CASH FLOWS

For the year ended 31 March 2018

Notes20182017

$ (000)$ (000)

Cash flows from operating activities

Receipts from customers17,75415,113

Interest received9399

Receipts from grants9151,075

Taxation (paid)/refund received(262)(469)

Payments to suppliers and employees(17,065)(17,349)

Interest payments(22)(16)

Net GST refunded (paid)3(48)

Net cash flows from/(used in) operating activities201,416(1,595)

Cash flows from investing activities

Purchase of property, plant and equipment(192)(247)

Purchase of intangibles(327)(791)

Net cash flows from/(used in) investing activities(519)(1,038)

Cash flows from financing activities

Net repayment of loans(46) -

Net cash flows from/(used in) financing activities(46) -

Net increase (decrease) in total cash851(2,633)

Net foreign exchange difference(70)(34)

Cash and cash equivalents at beginning of period4,4517,118

Cash and cash equivalents at end of period5,2324,451

Cash and cash equivalents comprises the following:

Cash at bank and on hand115,2324,451

5,2324,451

The accompanying notes form part of these financial statements.

34
SERKO ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2018

1 CORPORATE INFORMATION

The financial statements of Serko Limited (‘the company’)

and subsidiaries (‘the group’) were authorised for issue in

accordance with a resolution of directors.

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

Parnell, Auckland.

The group is involved in the provision of computer

software solutions for corporate travel. The group is

headquartered in Auckland, New Zealand.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the

preparation of these consolidated financial statements are

set out below and within this notes section. 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 Market Conduct Act 2013. The financial

statements have been prepared on a historical cost basis,

modified by the revaluation of certain assets and liabilities

as identified in specific accounting policies.

The financial statements are presented in New Zealand

dollars and all values are rounded to the nearest thousand

dollars unless stated otherwise.

The financial statements provide comparative information

in respect of the previous period.

b) Going concern

The directors have carefully 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 directors that the group will continue to operate as

a going concern and the financial statements have been

prepared on that basis.

In reaching their conclusion, the directors have considered

the following factors:

• Cash reserves at 31 March 2018 of $5.2 million

provides a sufficient level of headroom to help

support the business for at least the next 12 months.

• The 2019 financial year budget has been prepared to

achieve profitability and positive net cash flow over

the year.

• The directors have made due enquiry into the

appropriateness of the assumptions underlying the

budgetary forecasts.

• In approving the 2019 financial year budget, the

directors have considered detailed contingency plans

presented by the management, including the ability

to adjust resource levels and reduce operating costs,

that can be implemented in the event that adverse

variances in performance versus budget exceed

certain thresholds.

A number of significant judgements have been made in

preparing the budget, the most significant relate to the

timing and level of uptake of demand for new products and

services that are expected to launch or grow significantly

during the year. However, in view of the contingencies and

risk mitigations that have been identified, the directors

consider there is a reasonable expectation that the

group can continue to operate as a going concern for the

foreseeable future.

c) Statement of compliance

The financial statements have been prepared in

accordance with NZ GAAP. They comply with New

Zealand equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting

Standards, as appropriate for profit-oriented entities.

d) New accounting standards and interpretations

NZ IFRS standards that have recently been issued or

amended but are not yet effective and have not been

adopted by the group are:

NZ IFRS 15 Revenue from Contracts from Customers is

effective for accounting periods beginning on or after

1 January 2018. Serko will adopt the standard when

required for the year ended 31 March 2019.

35
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

The standard requires entities to recognise revenue

when control of a good or service transfers to a customer

with revenue recognised for the amount that reflects the

consideration to which the entity expects to be entitled

in exchange for the goods and services. As permitted by

the standard, Serko will apply the modified retrospective

approach on transition. Consequently, any adjustments

required to historic revenues at the date of transition will

be recognised against the opening balance of retained

earnings at 1 April 2018 and prior year comparatives will

not be restated.

To date, a sample of contracts have been analysed,

focusing initially on revenue from the Serko Online

product, which represents the majority of revenue.

Serko Online charges mostly involve transaction and

usage fees, which are recorded as revenue at the time

the initial booking is processed. Under NZ IFRS 15, we

expect that this will continue except where the transaction

fee is bundled to include ‘changes post booking’ where

some revenue may need to be deferred until subsequent

changes occur, and where there are minimum transaction

commitments where a different revenue recognition

profile is being considered.

A detailed analysis is ongoing for the remaining bespoke

customer contracts and further areas of adjustment may

still be identified.

NZ IFRS 9 Financial Instruments is effective for accounting

periods beginning on or after 1 January 2018. Serko will

adopt the standard when required for the year ended 31

March 2019.

The standard includes a revised model for classification

and measurement of financial instruments, including a

new expected credit loss model for the calculation of

impairment on financial assets, and changes to general

hedge accounting requirements.

The group considers that the standard will not have a

significant impact on the financial statements, given the

non-complex nature of financial instruments held. The

main change expected will be in respect of receivables

held at amortised cost where the new impairment model

requires the recognition of impairment provisions based

on expected credit losses rather than incurred credit

losses. While calculation of the opening expected credit

loss has not yet been determined, the impact is not

expected to be significant, given the short payment terms

and low level of past due receivables as disclosed in note 7.

The group does not apply hedge accounting and does not

propose to change this on transition to NZ IFRS 9.

NZ IFRS 16 Leases, effective for accounting periods

beginning on or after 1 January 2019. Serko does not

expect to apply the standard early.

When the standard is adopted Serko’s operating leases

will be recorded on balance sheet, with the recognition

of right-to-use assets and an obligation to make lease

payments. The right-to-use assets will be depreciated

over the lease term and the liability will be measured

at amortised cost. As a result, there will be increased

depreciation and interest expense, with a reduction in

rental expense.

Until the project is completed and decisions are made, such

as the transition method to apply and applicable discount

rate to calculate the lease obligation, it is not practicable to

quantify the effect of the standard. Existing operating lease

commitments are set out in note 18.

Amendments to NZ IFRS 2 Share-based Payment. The

following apply prospectively to annual periods beginning

on or after 1 January 2018:

• The accounting for the effects of vesting conditions on

cash-settled share-based payment transactions;

• The classification of share-based payment transactions

with net settlement features for withholding tax

obligations; and

• The accounting for a modification to the terms and

conditions of a share-based payment that changes the

transaction from cash-settled to equity-settled.

Management will assess the impact of the amendment

during the 2019 financial year.

e) Basis of consolidation

The consolidated financial statements comprise the

financial statements of Serko Limited and its subsidiaries as

at and for the year ended 31 March each year.

Control is achieved when the group is exposed, or has

rights, to variable returns from its involvement with the

investee and has the ability to affect those returns through

its power over the investee. Specifically, the group controls

an investee if and only if the group has:

• Power over the investee (i.e. existing rights that give

it the current ability to direct the relevant activities of

the investee;

• Exposure, or rights, to variable returns from its

involvement with the investee; and

• The ability to use its power over the investee to affect

its returns.

When the group has less than a majority of the voting or

similar rights of an investee, the group considers all relevant

facts and circumstances in assessing whether it has power

over an investee, including:

• The contractual arrangement with the other vote holders

of the investee;

• Rights arising from other contractual arrangements; and

• The group’s voting rights and potential voting rights.

36
SERKO ANNUAL REPORT

The group reassesses whether or not it controls an

investee if facts and circumstances indicate there are

changes to one or more of the three elements of control.

Consolidation of a subsidiary begins when the group

obtains control over the subsidiary and ceases when the

group loses control of the subsidiary. Assets, liabilities,

income and expenses of a subsidiary acquired or disposed

of during the year are included in the financial statements

from the date the group gains control until the date the

group ceases to control the subsidiary.

A change in the ownership interest of a subsidiary, without

a loss of control, is accounted for as an equity transaction.

If the group loses 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 differences

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.

The acquisition of subsidiaries is accounted for using the

acquisition method of accounting. The acquisition method

of accounting involves recognising at acquisition date,

separately from goodwill, the identifiable assets acquired,

liabilities assumed and any non-controlling interest in the

acquiree. The identifiable assets acquired and liabilities

assumed are measured at their acquisition date fair values.

Acquisition-related costs are expensed as incurred and

recognised in profit or loss.

The difference between the above items and the fair value

of the consideration is recorded as either goodwill or gain

on bargain purchase. After initial recognition, goodwill is

measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired

in a business combination is, from the acquisition date,

allocated to each of the group’s cash-generating units

expected to benefit from the combination, irrespective

of whether other assets or liabilities of the acquiree are

assigned to those units.

Goodwill is tested annually for impairment, or

immediately if events or changes in circumstances

indicate that it might be impaired, and carried at cost less

accumulated impairment losses. Impairment losses on

goodwill are not reversed.

Any gain on bargain purchase is recognised immediately

on acquisition to profit and loss.

Inter-company transactions, balances and unrealised

gains and losses on transactions between group

companies are eliminated.

Non-controlling interests are allocated their share of

comprehensive income after tax in the statement of

comprehensive income and are presented within equity

in the consolidated statement of financial position,

separately from the equity of the owners of the parent.

f) Foreign currency translation

i) Functional and presentation currency

Items included in these financial statements of each of

the group’s entities are measured using the currency of

the primary economic environment in which the entity

operates (the ‘functional currency’). These financial

statements are presented in New Zealand dollars, which

is the group’s presentation currency and the parent’s

functional currency.

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 exchange rates of monetary assets and

liabilities denominated in foreign currencies are

recognised in profit or loss.

iii) Foreign Currency Translation Reserve

For the purposes of presenting these consolidated

financial statements, the assets and liabilities of the

group’s foreign operations are translated into currency

units using exchange rates prevailing at the end of

each reporting period. Income and expense items are

translated at the average exchange rates for the period,

37
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

unless exchange rates fluctuate significantly during that

period, in which case the exchange rates at the dates of

the transactions are used. Exchange differences arising,

if any, are recognised in other comprehensive income and

accumulated equity.

g) Financial instruments

Financial assets are classified as either loans and

receivables. When financial assets are recognised initially

they are measured at fair value plus directly attributable

transaction costs. The group determines the classification

of its financial assets on initial recognition and, when

allowed and appropriate, re-evaluates this designation at

each financial year end.

i) Loans and receivables

Loans and receivables are non-derivative financial assets

with fixed or determinable payments that are not quoted

in an active market. They arise when the group provides

money, goods or services directly to a debtor with no

intention of selling the receivable. Such assets are

subsequently carried at amortised cost using the effective

interest method. Gains and losses are recognised in profit

or loss when the loans and receivables are derecognised

or impaired, as well as through the amortisation process.

The group’s loans and receivables comprise trade

receivables, loans and GST receivable.

ii) Financial liabilities

Financial liabilities are classified as ‘other financial

liabilities’. Other financial liabilities, including borrowings,

are initially measured at fair value, net of transaction

costs. Other financial liabilities are subsequently

measured at amortised cost using the effective interest

method, with interest expense recognised using an

effective interest method.

The effective interest method calculates the amortised

cost of a financial liability and allocates the interest

expense over the relevant period. The effective interest

rate is the rate that exactly discounts estimated future

cash payments through the expected life of the financial

liability or, where appropriate, a shorter period to the net

carrying amount of the liability.

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

balance date.

iii) Impairment of financial assets

The group assesses, at each reporting date, whether

there is objective evidence that a financial asset or a

group of financial assets is impaired. A financial asset or

a group of financial assets is deemed to be impaired if

there is objective evidence of impairment as a result of

one or more events that have occurred since the initial

recognition of the asset (an incurred ‘loss event’) and that

loss event has an impact on the estimated future cash

flows of the financial asset or the group of financial assets

that can be reliably estimated. Evidence of impairment

may include indications that the debtors or a group of

debtors is experiencing significant financial difficulty,

default or delinquency in interest or principal payments,

the probability that they will enter bankruptcy or other

financial reorganisation and observable data indicating

that there is a measurable decrease in the estimated

future cash flows, such as changes in arrears or economic

conditions that correlate with defaults.

iv) Financial assets carried at amortised cost

For financial assets carried at amortised cost, the group

first assesses whether objective evidence of impairment

exists individually for financial assets that are individually

significant or collectively for financial assets that are

not individually significant. If the group determines

that no objective evidence of impairment exists for an

individually assessed financial asset, whether significant

or not, it includes the asset in a group of financial assets

with similar credit risk characteristics and collectively

assesses them for impairment. Assets that are individually

assessed for impairment and for which an impairment

loss is, or continues to be, recognised are not included in a

collective assessment of impairment.

If there is objective evidence that an impairment loss has

been incurred, the amount of the loss is measured as the

difference between the asset’s carrying amount and the

present value of estimated future cash flows (excluding

future expected credit losses that have not yet been

incurred). The present value of the estimated future

cash flows is discounted at the financial asset’s original

effective interest rate. If a loan has a variable interest

rate, the discount rate for measuring any impairment loss

is the current effective interest rate.

The carrying amount of the asset is reduced through the

use of an allowance account and the loss is recognised in

profit or loss. Interest income continues to be accrued

on the reduced carrying amount and is accrued using the

rate of interest used to discount the future cash flows

for the purpose of measuring the impairment loss. The

interest income is recorded as finance income in the

income statement. Loans, together with the associated

allowance, are written off when there is no realistic

prospect of future recovery and all collateral has been

realised or has been transferred to the group. If, in a

subsequent year, the amount of the estimated impairment

38
SERKO ANNUAL REPORT

loss increases or decreases, because of an event occurring

after the impairment was recognised, the previously

recognised impairment loss is increased or reduced by

adjusting the allowance account. If a write off is later

recovered, the recovery is credited to finance costs in the

income statement.

h) Borrowing costs

Borrowing costs directly attributable to the acquisition,

construction or production of a qualifying asset are

capitalised as part of the cost of that asset. A qualifying

asset is one that takes 12 months or longer to prepare

for its intended use or sale. Other borrowing costs are

expensed when incurred.

i) Other taxes

Revenues, expenses and assets are recognised net of the

amount of goods and services tax (GST) except where the

GST incurred on a purchase of goods and services is not

recoverable from the taxation authority, in which case

the GST is recognised as part of the cost of acquisition of

the asset or as part of the expense item as applicable. All

receivables and payables are stated GST inclusive.

The net amount of GST recoverable from, or payable to,

the taxation authority is included as part of receivables or

payables in the statement of financial position.

Commitments and contingencies are disclosed net of

the amount of GST recoverable from, or payable to, the

taxation authority.

j) Comparative amounts

When the presentation or classification of items is

changed, comparative amounts are reclassified unless the

reclassification is impracticable.

3 SIGNIFICANT ACCOUNTING JUDGEMENTS,

ESTIMATES AND ASSUMPTIONS

The preparation of the group’s consolidated financial

statements requires management to make judgements,

estimates and assumptions that affect the reported

amounts of revenues, expenses, assets and liabilities, and

the accompanying disclosures.

Significant judgements

In the process of applying the group’s accounting policies,

management has made the following judgements,

which have an effect on the amounts recognised in the

consolidated financial statements.

Share-based payments

The fair value applied to shares granted under the restricted

share plan is the volume weighted average price (VWAP) of

shares traded in the previous 20 trading days preceding the

date of grant. Vesting of the shares is reviewed periodically

to determine that the assumptions around vesting dates and

employee churn rate are still valid (refer note 17).

Development costs

Development costs of a project are capitalised

in accordance with the accounting policy. Initial

capitalisation of costs is based on management’s

judgement that technological and economic feasibility

is confirmed, usually when a product development

project has reached a defined milestone according

to an established project management model. In

determining the amounts to be capitalised, management

makes assumptions regarding the expected future cash

generation of the project and the expected period of

benefits (refer note 10).

Functional currency

The group periodically reviews the functional currency

for reporting purposes. The group believes, that there

are sufficient justifications for the continued use of NZD

as the functional currency. The key factors behind this

conclusion are:

• Serko is NZX listed and has raised capital in NZD;

• Research and development grant funding is in NZD;

• NZD is the main currency for labour, operating cost

and capital expenditure; and

• The group also generates certain revenues in NZD.

Impairment of intangible or non-financial assets

Management reviews the carrying value of intangible

and non-financial assets on an annual basis, in particular,

computer software and development work in progress.

Consideration is placed on a number of factors, depending

on the specific asset in question, which may include

discounted cash flow forecasts, the ability to continue

to generate discrete cash flow and returns, any changes

or anticipated changes in the business or product

circumstances and the nature of the events that originally

gave rise to the recognition of any non-financial assets

(refer note 10).

Revenue recognition

Serko has reseller customer agreements that contain

annual minimum transaction volume commitments

that span financial reporting periods. Based on this,

management needs to make a judgement about estimated

future transaction volumes to determine related revenue

for the specific financial reporting period (refer note 4).

39
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

4 REVENUE & 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 economic benefits will flow to the group

and the revenue can be reliably measured. Revenue is

disclosed net of credit notes, rebates and discounts.

a) Revenue from transaction and usage fees

Revenue from transaction and usage fees is recorded at

the time travel or expense transactions are processed

through Serko’s platforms. Contracts that have minimum

booking volume arrangements are recognised over the

period of volume commitment. Revenue from licence fees

is recognised over the term of the licence agreement.

b) Revenue from services

Revenue from a contract to provide installation services

is recognised by reference to the completion of the

contract or services delivered at balance date. When the

contract outcome cannot be estimated reliably, revenue

is recognised only to the extent of expenses recognised

that are recoverable. Customised software development

services are recognised by reference to stage of

completion at balance date.

c) Government grants

When the grant relates to an expense item, it is recognised

as income over the periods necessary to match the grant on

a systematic basis to the costs it is intended to compensate.

Notes20182017

$ (000)$ (000)

Revenue – transaction and usage fees:

Travel platform booking revenue13,28310,808

Expense platform booking revenue1,5391,125

Supplier commissions revenue1,288751

Other revenues334238

Revenue – services1,8351,356

Total revenue18,27914,277

Government grants139561,073

Sundry income3819

Total other income9941,092

Total revenue and other income19,27315,369

20182017

$ (000)$ (000)

Geographic information

Australia16,59913,195

New Zealand1,038672

US457158

India57136

Singapore4218

Other8698

Total revenue18,27914,277

40
SERKO ANNUAL REPORT

5 EXPENSES

Notes20182017

$ (000)$ (000)

Operating profit/(loss) before taxation includes the following expenses:

Auditor remuneration and advisory fees79116

Amortisation of intangibles10412633

Depreciation9185225

Rental and operating lease expenses729686

Employee remuneration10,76411,462

Contributions to pension plans480416

Share-based payment expenses15288133

Marketing expenses410936

Hosting expenses1,067904

Other operating expenses3,2703,252

Expenses from ordinary activities17,68418,763

Research expenses (excluding capitalised development costs)4,5235,056

Notes20182017

$ (000)$ (000)

Finance income and expenses includes:

Finance income

Interest received111116

Dividends received - 1

Foreign exchange gains – net36425

Total finance income475142

Finance expenses

Interest expense(43)(36)

Other finance expenses(18)(18)

Total finance expenses(61)(54)

Total finance income and expenses41488

Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to an

intangible asset. R&D expenses include employee and contractor remuneration related to these activities.

Research expenditure includes expenditure that meets the definition of research expenditure as defined in NZ IAS 38.

41
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Notes20182017

$ (000)$ (000)

Amounts received or due and receivable by:

Audit of financial statements – Deloitte Limited79 -

Audit of financial statements – EY - 82

Other assurance-related services (a) – EY - 15

Total audit fees7997

Tax services (b) – EY - 19

Total non-audit fees - 19

Auditor remuneration

The directors of Serko Limited appointed Deloitte Limited as the auditor of the group for the year ended 31 March 2018.

Ernst & Young (EY) was the auditor for the year ended 31 March 2017. EY tax services for the year ended 31 March 2018 are

excluded from auditor remuneration below.


(a) Other assurance-related services include services for research and development assurance procedures and half year agreed

upon procedures.

(b) Tax services relate to compliance services.

42
SERKO ANNUAL REPORT

6 INCOME TAX

Current 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 amount are those that are enacted or

substantively enacted in the jurisdictions on which the

group operates at the reporting date.

Current income tax relating to items recognised directly

in equity is recognised in equity and not in the statement

of comprehensive income. Management periodically

evaluates positions taken in the tax returns, with respect

to situations in which applicable tax regulations are

subject to interpretation, and establishes provisions

where appropriate.

Deferred income tax is provided 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 income tax liabilities are recognised for all

taxable temporary differences:

• Except for a deferred income tax liability arising from

the initial recognition of goodwill; and

• Except 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.

Deferred income 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 carry forward of unused

tax losses can be utilised except where the deferred

income tax asset relating to the deductible temporary

difference 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.

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.

Notes20182017

$ (000)$ (000)

Current income tax

Current income tax charge/(credit)225308

Adjustments in respect of previous years(12)6

213314

Deferred income tax

Origination and reversal of temporary differences(42)(170)

Income tax expense reported in the statement of comprehensive income171144

43
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

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:

Notes20182017

$ (000)$ (000)

Accounting profit (loss) before income tax2,003(3,306)

At the statutory income tax rate of 28% (2017:28%) 561(926)

Non-deductible items77

Adjustments in respect of current income tax of previous years(12)6

Chinese branch tax9861

Foreign tax credits not utilised - 16

Share-based payments8137

Tax losses recognised(570) -

Future income tax benefit, not recognised - 934

Effect of tax on overseas subsidiaries at different rate69

Income tax expense171144

At effective income tax rate of:8.5%-4.4%

20182017

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 - - - 71

Unrealised foreign exchange(10)41(51)15

Deferred income tax asset recognised

Intangibles85(2)8787

Employee entitlements80376(3)

Net deferred tax asset/(liability) recognised15542112170

Deferred income tax asset not recognised

Employee entitlements11251073

Bonus provision1951039292

Accruals - - - (28)

Allowance for impairment - (2)2 -

Leasehold liabilities(11)9(20)(33)

29611518134

Tax losses available to be carried forward and offset against

future income

3,7854,484

Total deferred tax asset not recognised4,0814,665

44
SERKO ANNUAL REPORT

7 RECEIVABLES

Receivables are recognised initially at fair value and

subsequently measured at amortised cost using the

effective interest method, less provision for impairment.

Collectibility of receivables is reviewed on an ongoing

basis. Debts that are known to be uncollectible are

written off when identified. A provision for impairment of

receivables is established when there is objective evidence

that the group will not be able to collect all amounts due

according to the original terms of the receivable, changes

in credit quality and past default experience.

The impairment, and any subsequent movement,

including recovery, is recognised in the statement of

comprehensive income.

Notes20182017

$ (000)$ (000)

Trade receivables3,0462,544

Allowance for impairment - (7)

Trade receivables (net)3,0462,537

Loan receivable19326353

Allowance for impairment(25) -

Other receivables (net)301353

GST receivable3022

Prepayments454255

Total receivables3,8313,167

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

New Zealand dollars1,9181,493

Australian dollars1,8461,634

US dollars5229

Indian rupees1511

3,8313,167

45
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Allowance for impairment loss

i) Trade receivables

Group trade receivables over 60 days of $108,099 (2017:

$103,287). This balance of $108,099 is not considered

impaired as amounts outstanding are in accordance

with agreed payment plans and payment record of the

customers concerned.

Trade receivables are non-interest bearing and are

generally on 30 - 60-day terms. A provision for

impairment loss is recognised where there is objective

evidence that an individual trade receivable is impaired.

No impairment loss has been recognised (2017: $nil)

by the group in the current year. No individual amount

within the impairment allowance is material.

ii) Other receivables

Other receivables consist of an interest-bearing loan

to nuTravel Technology Solutions LLC (nuTravel) of

US$200,000, which was assigned by Financial Equities

Limited (FEL) to Serko Limited in return for an interest-

bearing loan repayable on receipt of the loan receivable.

A revised repayment arrangement with nuTravel was

entered into and this receivable was reassigned back to

FEL subsequent to year end (refer note 23). There is no

financial risk to Serko as the loan receivable is back to

back with the associated loan payable to FEL (refer note

14). FEL is a company associated with directors Bob Shaw

and Darrin Grafton (refer note 19).

Total0-30 days31-60 days61-90 days91+ days

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

At 31 March, the ageing analysis of receivables is as follows:

2018

Trade receivables3,0462,922164662

Other receivables326---326

2017

Trade receivables2,5442,43281193

Other receivables353---353

46
SERKO ANNUAL REPORT

8 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.

Notes20182017

$ (000)$ (000)

Current:

Foreign currency forward exchange contracts288(245)

Non-current:

Foreign currency forward exchange contracts - (34)

Contractual amounts of forward exchange contracts outstanding were as follows:

Foreign currency forward exchange contracts10,76313,027

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

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 a rate that reflects the credit risk of the counterparties.

47
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

9 PROPERTY, PLANT AND EQUIPMENT

All items of property, plant and equipment are recorded

at cost less accumulated depreciation and impairment.

Initial cost includes purchase consideration and those

costs attributable to bringing the asset to the location and

condition necessary for its intended use. Where an item is

self-constructed, its construction cost includes the cost of

materials, direct labour and an appropriate proportion of

production overheads.

Subsequent expenditure relating to an item of property,

plant and equipment is added to its gross carrying

amount when such expenditure either increases the

future economic benefits beyond its existing service

potential or is necessarily incurred to enable future

economic benefits to be obtained and if that expenditure

would have been included in the initial cost of the item

had it been incurred at that time. The carrying amount of

any replaced part is derecognised.

All other repairs and maintenance expenditure is

recognised in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over

the estimated useful life of the asset. The residual value

of assets is reviewed and adjusted, if appropriate, at each

balance date.

The following estimates have been used:

• Leasehold improvements 7%

• Furniture and fittings 6 - 36%

• Computer equipment 17.5 - 48%

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 profit or loss in

the year the asset is derecognised.

48
SERKO ANNUAL REPORT

Leasehold

improvement

Furniture &

fittings

Computer

equipment

Total

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

2018

Cost or valuation

Balance at 1 April 20177673543981,519

Additions413176193

Currency translation(1) - - (1)

Balance at 31 March 20187703675741,711

Depreciation

Balance at 1 April 2017116139378633

Depreciation expense1063643185

Balance at 31 March 2018222175421818

Net carrying amount548192153893

2017

Cost or valuation

Balance at 1 April 20162963433881,027

Additions5012710538

Disposals(29)(16) - (45)

Currency translation(1)--(1)

Balance at 31 March 20177673543981,519

Depreciation

Balance at 1 April 201648106260414

Depreciation expense6839118225

Disposals - (6)-(6)

Balance at 31 March 2017116139378633

Net carrying amount65121520886

9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

49
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

10 INTANGIBLES

Intangible assets acquired separately or in a business

combination are initially measured at cost. The cost of

an intangible asset acquired in a business combination

is its fair value as at the date of acquisition. Following

initial recognition, intangible assets are carried at cost

less any accumulated amortisation and any accumulated

impairment losses. Costs related to internally generated

intangible assets, excluding capitalised development costs,

are not capitalised and expenditure is recognised in profit

or loss in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed to be

either finite or indefinite. Intangible assets with finite

lives are amortised over the useful life and tested for

impairment whenever there is an indication that the

intangible asset may be impaired. The amortisation period

and the amortisation method for an intangible asset with a

finite useful life is reviewed at least at each financial year

end. Changes in the expected useful life or the expected

pattern of consumption of future economic benefits

embodied in the asset are accounted for prospectively

by changing the amortisation period or method, as

appropriate, which is a change in accounting estimate. The

amortisation expense on intangible assets with finite lives

is recognised in profit or loss.

Intangible assets with indefinite useful lives are tested

for impairment annually either individually or at the

cash-generating unit level. Such intangibles are not

amortised. An intangible asset with an indefinite useful life

is reviewed each reporting period to determine whether

indefinite life assessment continues to be supportable.

If not, the change in the useful life assessment from

indefinite to finite is accounted for as a change in an

accounting estimate and is thus accounted for on a

prospective basis.

Gains or losses arising from derecognition of an

intangible asset are measured as the difference between

the net disposal proceeds and the carrying amount of the

asset and are recognised in profit or loss when the asset

is derecognised.

A summary of the policies applied to the group’s intangible

assets is as follows:

• Computer Software

(finite, amortised on a straight-line basis 40 - 60%).

• Capitalised software development costs

(finite, amortised on 5 years straight-line basis).

Research and development

Research costs are expensed as incurred. 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 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.

Intangible assets under development at balance date are

recorded as capital work in progress and are not subject

to amortisation.

Impairment of non-financial assets

Intangible assets that have an indefinite useful life or are

not yet completed are not subject to amortisation and

are tested annually for impairment or more frequently

if events or changes in circumstances indicate that they

might be impaired. Other assets are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

In undertaking an impairment review of non-financial

assets that have definite useful lives the following

assumptions were used in the impairment model;

• 5-year forecast period;

• Discount rate of 15%; and

• Discount factor applied using a mid-year convention.

An impairment loss is recognised for the amount

by which the asset’s carrying amount exceeds its

recoverable amount. Recoverable amount is the higher of

an asset’s fair value less costs to sell, and value in use. For

the purposes of assessing impairment, assets are grouped

at the lowest levels for which there are separately

identifiable cash inflows that are largely independent of

the cash inflows from other assets or groups of assets

(cash-generating units).

Non-financial assets, other than goodwill that suffered

impairment, are tested for possible reversal of the

impairment whenever events or changes in circumstances

indicate that the impairment may have reversed.

50
SERKO ANNUAL REPORT

Goodwill

Key employee

retention

Customer

contracts

Development

work in

progress

Computer

software

Total

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

2018

Cost

Balance at 1 April 2017220784432052,3763,322

Additions - - - 32855383

Transfer of cost - - - (484)484 -

Balance at 31 March 201822078443492,9153,705

Amortisation and impairment

Balance at 1 April 201722078443 - 9781,719

Amortisation - - - - 412412

Balance at 31 March 201822078443 - 1,3902,131

Net carrying amount - - - 491,5251,574

2017

Cost

Balance at 1 April 2016220784434071,3772,525

Additions - - - 780 - 780

Transfer of cost - - - (982)982 -

Currency translation - - - - 1717

Balance at 31 March 2017220784432052,3763,322

Amortisation and impairment

Balance at 1 April 201622058280 - 5281086

Amortisation-20163 - 450633

Balance at 31 March 201722078443 - 9781,719

Net carrying amount---2051,3981,603

10 INTANGIBLES (CONTINUED)

51
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

11 CASH AT BANK AND ON HAND

Cash and short-term deposits in the statement of financial position comprise cash at bank, and on hand, short-term highly

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

12 TRADE AND OTHER PAYABLES

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.

Liabilities for wages and salaries that are not expected to

be settled within 12 months are measured at the present

value of the estimated future cash outflows to be made by

the group in respect of services provided by employees up

to the reporting date.

Post-employment benefits

Contributions made on behalf of eligible employees

to defined contribution funds are recognised in the

period they are incurred. The defined contribution

funds receive fixed contributions from the group whose

legal or constructive obligation is limited to these

contributions only.

Trade and other payables

Trade payables 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.

20182017

$ (000)$ (000)

Cash at bank – New Zealand dollar balances4,5293,045

Cash at bank – foreign currency balances7031,407

5,2324,451

The carrying amounts of the group’s cash at bank and on hand are denominated in the following currencies:

New Zealand dollars4,5293,045

Australian dollars5321,340

US dollars17158

Indian rupees-8

5,2324,451

52
SERKO ANNUAL REPORT

13 GOVERNMENT GRANTS

Government grants are received for direct reimbursement of expenses to assist with research and development of software

solutions to improve service delivery and develop new enhancements to existing platforms.

There are no unfulfilled conditions or contingencies attached to these grants.

An interest-bearing loan to nuTravel Technology Solutions LLC of US$200,000 was assigned by Financial Equities Limited (FEL)

to Serko Limited in return for an interest-bearing loan repayable on receipt of the loan receivable (refer to note 7). FEL is a

company associated with directors Bob Shaw and Darrin Grafton (refer note 19). Subsequent to year end, the receivable was

reassigned back to FEL (refer to note 23).

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

14 INTEREST-BEARING LOANS AND BORROWINGS

12 TRADE AND OTHER PAYABLES (CONTINUED)

20182017

$ (000)$ (000)

Trade payables428532

Accrued expenses1,6401,442

Lease incentive223227

Annual leave accrual665634

GST payable2016

Total trade and other payables2,9762,851

Disclosed as:

Current2,7932,582

Non-current183269

2,9762,851

Notes20182017

$ (000)$ (000)

Current

Loan payable19301353

Leasehold fitout loan5046

351399

Non-current

Leasehold fitout loan204254

204254

53
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

15 EQUITY

Ordinary share capital is recognised at the fair value of the consideration received. 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.

In the current year the group issued no shares (2017: 2,000,000) under the Restricted Share Plan (RSP). In respect of the RSP

230,050 restricted shares (2017: 710,313) had been allocated to key management personnel and 116,107 (2017: 228,519)

allocated to other Serko employees. Unallocated shares are 1,592,299 (2017: 1,819,732) (refer to note 17).

2018201720182017

Number of

shares

Number of

shares

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

Ordinary shares

Share capital at beginning of year25,18525,18574,89472,894

Issue of new shares to employees via Restricted Share Plan - - - 2,000

Share capital at 31 March25,18525,18574,89474,894

20182017

$ (000)$ (000)

Share-based payment reserve

Balance at beginning of year1,021888

Shares allocated to employees via Restricted Share Plan252372

Shares forfeited from employees via Restricted Share Plan(23)(239)

Share options to non-executive directors (refer note 17)59-

Share-based payment reserve at 31 March1,3091,021

54
SERKO ANNUAL REPORT

16 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the loss for the year, attributable to ordinary equity holders of the parent, by the

weighted average number of ordinary shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the 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.

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

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and

the date of authorisation of these financial statements.

20182017

$ (000)$ (000)

Loss attributable to ordinary equity holders of the parent

Continuing operations1,832(3,450)

1,832(3,450)

20182017

NumberNumber

Basic earnings per share

Issued ordinary shares (refer note 15)74,89474,894

Adjusted for employee restricted share plan shares(2,991) -

Weighted average of issued ordinary shares71,90373,074

Basic earnings per share (dollars)0.03(0.05)

Diluted earnings per share

Weighted average of issued ordinary shares74,89473,074

Weighted average of issued ordinary shares for diluted earnings per share74,89473,074

Diluted earnings per share (dollars)0.02(0.05)

20182017

CentsCents

Net tangible assets per security9.046.24

55
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

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 expense is recognised for awards that do not

ultimately vest except where vesting is conditional upon a

market condition.

Employee Restricted Share Plan

The Serko Limited Employee Restricted Share Plan (RSP)

was introduced for selected executives and employees

of the group. Under the RSP, ordinary shares in Serko

Limited are issued to a trustee, Serko Trustee Limited, a

wholly-owned subsidiary, and allocated to participants, on

grant date, using funds lent to them by the company.

The price for each share issued during the year under

the RSP is the higher of the market price of the share

on the date on which the shares are allocated or the

invitation price.

Under the RSP, shares are beneficially owned by the

participants. The length of retention period before

the shares vest is between one and three years. If the

individual is still employed by the group at the end of this

specific period, the employee is awarded a cash bonus

that must be used to repay the loan and shares are then

transferred to the employee. The number of shares

awarded is determined by the Board. The weighted

average grant date fair value of restricted shares

issued during the year was $0.49 (2017: $0.46) and

was determined by the volume weighted average price

(VWAP) of shares traded in the previous 20 trading days

preceding the date of grant. The group has no legal or

constructive obligation to repurchase the shares or settle

the RSP for cash.

20182017

Number of sharesNumber of shares

Unvested shares at beginning of year1,359,2261,275,502

Granted356,066938,832

Forfeited(128,633)(264,135)

Vested(187,952)(590,973)

Unvested shares at 31 March – allocated to employees1,398,7071,359,226

Plus

Unallocated shares – held by trustee1,592,2991,819,732

Total shares in Restricted Share Plan2,991,0063,178,958

Percentage of total ordinary shares4.0%4.2%

Ageing of unvested shares

Vest within one year183,810184,084

Vest within two to five years1,214,8971,175,142

Unallocated shares 1,592,2991,819,732

Total2,991,0063,178,958

56
SERKO ANNUAL REPORT

Share options

The group’s non-executive directors were granted share options, settled by way of a non-recourse loan. The non-recourse loan

is due for repayment 30 June 2020, following an extension to the previous loan due 30 June 2017.

The following table lists the inputs to the model used for the share options for the year ended 31 March 2018:

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of

exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period

similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

17 SHARE-BASED PAYMENTS (CONTINUED)

18 LEASE COMMITMENTS

The determination of whether an arrangement is,

or contains, a lease is based on the substance of the

arrangement and requires an assessment of whether the

fulfillment of the arrangement is dependent on the use of

a specific asset or assets and the arrangement conveys a

right to use the asset.

A distinction is made between finance leases, which

effectively transfer from the lessor to the lessee

substantially all the risks and benefits incidental to

ownership, and operating leases under which the lessor

effectively retains substantially all such risks and benefits.

a) Operating leases

Operating lease payments are recognised as an expense in

profit or loss on a straight-line basis over the lease term.

Operating lease incentives are recognised as a liability

when received and subsequently reduced by allocating

lease payments between rental expense and reduction of

the liability (refer note 12).

20182017

$ (000)$ (000)

Operating lease commitments

No later than one year562514

Later than one year and not later than five years1,3651,755

Later than five years - 193

1,9272,462

20182017

Dividend yield (%)0.00n /a

Expected volatility (%)60.00n /a

Risk-free interest rate (%)3.00n /a

Expected life of share options (years)3n /a

Weighted average share price ($)1.10n /a

Model usedBlack Scholesn /a

57
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

19 RELATED PARTIES

a) Subsidiaries

The consolidated financial statements include the financial statements of Serko Limited and subsidiaries as listed in the

following table:

Serko Australia Pty Limited’s principal business is the marketing and support of travel booking software solutions supplied by

Serko Limited.

Serko Trustee Limited was incorporated on 4 June 2014 to hold the shares issued to key management and staff in the

Restricted Share Plan and Salary Sacrifice Scheme in trust until vesting.

Serko India Private Limited was incorporated on 18 February 2015 as a subsidiary for the India-based operations.

Serko Investments Limited was incorporated on 5 November 2014 as a holding company. It holds 1% of the shares in Serko

India Private Limited.

Foshan Sige Information Technology Limited was incorporated on 7 August 2017 as a subsidiary for the China-based operations.

Serko Inc was incorporated on 30 October 2017 as a subsidiary for the US-based operations.

% Equity interestInvestment $(000)

NameBalance date2018201720182017

Serko Australia Pty Limited31 March100%100%11

Serko Trustee Limited31 March100%100%--

Serko India Private Limited31 March99%99%22

Serko Investments Limited31 March100%100%--

Foshan Sige Information Technology Limited31 March100% - --

Serko Inc31 March100% - --

33

58
SERKO ANNUAL REPORT

Non-executive directors provide services to Serko in their capacity as non-executive directors and have service agreements

with specified amounts of fees payable per annum. The non-executive directors also hold share options with related non-

recourse loan (refer note 17).

Financial Equities Limited (FEL) is a company associated with directors Bob Shaw and Darrin Grafton. Subsequent to year end, the

receivable from nuTravel (refer note 7) was assigned back to FEL and the loan payable (note 14) fully extinguished (refer note 23).

c) Key management remuneration

b) Transactions with related parties

The following table provides the total amount of transactions that have been entered into with related parties, excluding key

management and executive director remuneration.

d) Terms and conditions of transactions with related parties.

Outstanding balances at year end are unsecured and settlement occurs in cash.

For the year ended 31 March 2018, the group has not made any allowance for impairment loss relating to amounts owed by

related parties (2017: $nil). An impairment assessment is undertaken each financial year by examining the financial position

of the related party and the market in which the related party operates to determine whether there is objective evidence

that a related party receivable is impaired. When such objective evidence exists, the group recognises an allowance for the

impairment loss.

(*) Key management personnel includes the executive directors in their capacity as Chief Executive Officer and Chief Strategy Officer, the executive management

team and their direct reports.

Notes

Purchases from

related parties

Interest to

related parties

Amounts owed

to related

parties

Amounts owed

by related

parties

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

Other related parties

Financial Equities Limited142018 - 21301 -

2017 - 20353 -

Simon Botherway – Chairman201880 - - -

201770 - - -

Claudia Batten – Non-executive Director201874 - - -

201760 - - -

Clyde McConaghy – Non-executive Director201874 - - -

201760 - - -

Total201822821301 -

201719020353 -

20182017

$ (000)$ (000)

Short-term benefits employees (*)3,2942,974

Share-based payments16292

Post-employment benefits7294

Total compensation3,5283,160

19 RELATED PARTIES (CONTINUED)

59
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

20 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES

20182017

$ (000)$ (000)

Net profit/(loss) after tax1,832(3,450)

Add non-cash items

Amortisation412633

Depreciation185225

Loss on property, plant and equipment disposal - 36

Increase/(decrease) in deferred tax(42)(170)

Loss/(gain) on foreign exchange transactions(556)175

Share-based compensation288133

2,119(2,418)

Add/(less) movements in working capital items

(Increase)/decrease in receivables excluding loans(764)820

Increase/(decrease) in trade and other payables123158

Increase/(decrease) in income tax(62)(155)

(703)823

Net cash flow from operating activities1,416(1,595)

60
SERKO ANNUAL REPORT

21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group’s principal financial instruments comprise cash at bank, bank overdrafts, receivables, payables and loans.

The group manages its exposure to key financial risks, including currency risk, in accordance with the group’s financial risk

management policy. The objective of the policy is to support the delivery of the group’s financial targets whilst protecting

future financial security.

Group 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

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

group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring

levels of exposure to foreign exchange 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

The group has exposure to interest rate risk to the extent it borrows funds at fixed and floating interest rates. The risk

specifically relates to the variability of interest rates and the impact this will have on the group’s financial results. The group

manages its cost of borrowing by placing limits on the proportion of borrowings at floating rate and the proportion of fixed

rate borrowing repriced in any year.

At balance date this year and prior year, the group did not have any financial liabilities exposed to variable interest rate risk.

ii) Liquidity and interest rate risk

Liquidity risk represents the group’s ability to meet its financial obligations on time. In terms of managing its liquidity risk, the

group generates sufficient cash flows from its operating activities and holds sufficient cash reserves to meet its obligations

arising from its financial liabilities and has credit lines in place to cover potential shortfalls.

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

6-12 months1-2 years2-5 years

More than

5 years

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

2018

Accounts payable0%2,7542,754 - - - -

Related party loans6%301301 - - - -

Leasehold fitout8%302343468166 -

3,3573,0893468166 -

2017

Accounts payable0%2,6242,624 - - - -

Related party loans6%353353 - - - -

Leasehold fitout8%300232320234 -

3,2773,0002320234 -

61
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

b) Currency risk

The group has exposure to foreign exchange risk as a result of transactions denominated in foreign companies. 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 trading activities occur in New Zealand dollars, however, sales to

overseas customers are transacted in United States and Australian dollars.

Refer to notes 7 and 11 for further details on the group’s foreign currency denominated accounts receivable and cash balances.

The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 15% (2016:

+/- 15%) has been selected owing to exchange rate volatility observed.

c) Credit risk

Credit risk arises from the financial assets of the group, which comprise cash and cash equivalents, and receivables. 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.

Receivable balances are monitored on an ongoing basis with the result that the group’s exposure to bad debts is not significant.

At reporting date 100% (2017: 100%) of the group’s cash and cash equivalents were with one bank. The group has no other

concentrations of credit risk.

Foreign currency risk

-15%+15%

Carrying amountPost-tax profitEquityPost-tax profitEquity

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

2018

Foreign exchange balances

Cash at bank7038989(66)(66)

Trade receivables1,913243243(180)(180)

Trade payables(110)(14)(14)1010

Net exposure2,506318318(236)(236)

2017

Foreign exchange balances

Cash at bank1,398179179(132)(132)

Trade receivables1,310223223(165)(165)

Trade payables(176)(16)(16)1212

Net exposure2,532386386(285)(285)

62
SERKO ANNUAL REPORT

d) Fair value

The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated

financial statements approximate their fair value.

e) Derivative offsetting

The group does not have financial assets or liabilities subject to an enforceable master netting agreement, hence has not

offset or net financial assets or financial liabilities.


22 SEGMENT INFORMATION

The Board and senior management team monitors the results of the group’s operations as a whole for making decisions

about resource allocation and performance assessment and therefore the Board has determined the group is a single

reportable segment.

Serko derives operating revenue from Serko Online, Serko Zeno, Serko Mobile and Serko Expense technology platforms. Serko

product and geographical revenue presented in note 4.

As required under IFRS 8, Serko is required to report on major customers making up more than 10% of the revenue for the

year. Under this disclosure Serko advises that two customers had revenue more than 10% of the revenue for the group. These

customers accounted for $9,219,226 of the revenue for the year ended 31 March 2018 (2017: $7,709,305).

23 EVENTS AFTER BALANCE SHEET DATE

On 8 May 2018 the receivable from nuTravel (refer note 7) was reassigned to Financial Equities Limited (FEL) (a related party

refer note 19) and the loan payable to FEL (refer note 14) was fully extinguished (2017: nil events).

In addition to its current listing on the NZX, Serko intends to list on the Australian Securities Exchange (ASX) on 25 June 2018,

subject to ASX approval.

24 CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2017: $nil).


21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

63
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

INDEPENDENT AUDITOR’S REPORT

OPINION

We have audited the consolidated financial statements of

Serko Limited (‘the company’) and its subsidiaries (the ‘Group’),

which comprise the statement of financial position as at 31

March 2018, and the statement of comprehensive income,

statement of changes in equity and statement of cash flows

for the year then ended, and notes to the financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial

statements, on pages 30 to 62, present fairly, in all material

respects, the consolidated financial position of the Group as

at 31 March 2018, and its consolidated financial performance

and cash flows for the year then ended in accordance with

New Zealand Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and International Financial Reporting

Standards (‘IFRS’).

BASIS FOR OPINION

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 standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Financial

Statements section of our report.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand

Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship

with or interests in the Company or any of its subsidiaries,

except that partners and employees of our firm deal with the

Company and its subsidiaries on normal terms within the

ordinary course of trading activities of the business of the

Company and its subsidiaries.

To the Shareholders of Serko Limited

AUDIT MATERIALITY

We consider materiality primarily in terms of the magnitude

of misstatement in the financial statements of the Group that

in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be

changed or influenced (the ‘quantitative’ materiality). In

addition, we also assess whether other matters that come to

our attention during the audit would in our judgement change

or influence the decisions of such a person (the ‘qualitative’

materiality). We use materiality both in planning the scope of

our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements

as a whole to be $195,000.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion

on these matters.

64
SERKO ANNUAL REPORT

Key audit matterHow our audit addressed the key audit matter

Revenue recognition

The Group has reported revenue of $18.3 million, as set out in

note 4 ‘Revenue and other income’.

Revenue is based on multiple customer contracts that contain

different pricing schedules and varying revenue recognition

triggers. Complexity exists because of the specific nature of each

customer contract, which can include transactional and usage fees,

establishment and installation fees, and chargeable work orders.

Management judgment is required to estimate revenue

recognition where cash flows do not align to contract performance

obligations, in particular when minimum transaction volume

commitments have period end dates that do not align to the

financial year end.

We have included revenue recognition as a key audit matter due

to the significance of revenue to the financial statements and the

specific nature of individual customer contracts.

We performed walkthroughs of the major

revenue processes and evaluated the design and

implementation of key controls.

We tested a sample of transactions by agreeing

invoices to signed customer contracts in order to

validate pricing inputs and assess whether revenue

has been recorded in the correct period.

We used data analytic tools to:

• identify revenue transactions that appear unusual

and agree that prices have been correctly allocated

to customer invoices

• agree travel booking transactions recorded in IT

systems to the financial ledger

• test samples of manual journal entries recorded

outside of normal business processes by profiling

for revenue impacting journals.

We assessed key judgements adopted by the Group in

recognising revenue including the timing and disclosure

of revenue net of credit notes, rebates and discounts.

We have challenged management’s revenue

recognition based on the likelihood of customers

not achieving contractual minimum volume

commitments spanning the financial year end.

Accounting for development expenditure

The Group capitalised $328,000 in relation to software

development, as set out in note 10 ‘Intangibles’.

As a Software as a Service (“SaaS”) provider, the Group incurs

significant expenditure in developing new software products to

meet the strategic objectives of the business.

Judgement is required to determine if the recognition criteria

within NZ IAS 38 Intangible Assets have been met, which include

technical feasibility, the likelihood of generating future economic

benefits and sufficient funding for completion.

NZ IAS 36 also requires the Group to assess whether any

indicators of impairment exist as at balance date.

We have included accounting for development expenditure as

a key audit matter due to the level of judgement required for

management to determine whether:

• internal staff time or external developer costs incurred meet

the criteria to be capitalised; and

• information exists as at year end that would indicate the need

to impair an intangible asset.

For each product, we have understood the nature of

expenditure, the stage of product development, and

how the Group distinguishes expenditure between

research, development and maintenance costs.

We performed audit procedures over development

costs capitalised as computer software, by testing a

sample of additions and evaluating if the recognition

criteria under NZ IAS 38 have been met.

We assessed key judgements adopted to determine

whether indicators for impairment exist. In

particular we considered existing software for

technical obsolescence, by ensuring appropriate

revenues exist for those products and corroborating

with management whether features or product

enhancements previously capitalised are still in use.

65
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

OTHER INFORMATION

The directors are responsible on behalf of the Group for

the other information. The other information comprises

the information in the Annual Report that accompanies the

consolidated financial statements and the audit report.

Our opinion on the consolidated financial statements does not

cover the other information and we do not express any form of

assurance conclusion thereon.

Our responsibility is to read the other information and

consider whether it is materially inconsistent with the

consolidated financial statements or our knowledge obtained

in the audit or otherwise appears to be materially misstated.

If so, we are required to report that fact. We have nothing to

report in this regard.

DIRECTORS’ RESPONSIBILITIES FOR THE

CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible on behalf of the Group for the

preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to

enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated financial statements, the

directors are responsible on behalf of the Group for assessing

the Group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the

going concern basis of accounting unless the directors either

intend to liquidate the Group or to cease operations, or have

no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE

CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but

is not a guarantee that an audit conducted in accordance with

ISAs and ISAs (NZ) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the

consolidated financial statements is located on the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.

RESTRICTION ON USE

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 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 audit work, for this report, or

for the opinions we have formed.

Bryce Henderson, Partner for Deloitte Limited

Auckland, New Zealand

23 May 2018

66
SERKO ANNUAL REPORT

CORPORATE GOVERNANCE & DISCLOSURES

For the year ended 31 March 2018

INTRODUCTION

The Board and management of Serko Limited (Serko or

the company) are very committed to ensuring that Serko

maintains corporate governance practices that are in line

with or, where possible, exceed best practice and that Serko

adheres to the highest ethical standards.

The Board has had regard to the NZX Listing Rules and a

number of corporate governance recommendations when

establishing its governance framework, including the revised

NZX Corporate Governance Code 2017 (NZX Code) and

the Third Edition of the Australian Securities Exchange

(ASX) Corporate Governance Council Principles and

Recommendations.

The NZX Listing Rules require Serko to formally report

its compliance against the recommendations contained

in the NZX Code. How Serko has implemented these

recommendations is set out in Serko’s Corporate Governance

Statement, which is included in its ESG Report and can be

found on the investor centre of the company’s website. Go

to: www.serko.com/investor-centre/. 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 2018.

Serko’s Corporate Governance Statement and governance

charters and policies can be found on the investor centre

of the company’s website. Go to: www.serko.com/investor-

centre/. Serko’s corporate governance charters and policies

have been approved by the Board and are regularly reviewed

by the Board and amended (as appropriate) to reflect

developments in corporate governance practices.

STOCK EXCHANGE LISTINGS

Serko is listed on the New Zealand Stock Exchange (NZX

Main Board) and intends to list on the Australian Securities

Exchange (ASX) as an ASX Foreign Exempt Listing, subject to

ASX approval. As an ASX Foreign Exempt Listing, Serko will

need to comply with the NZX Listing Rules (other than as

waived by NZX) but does not need to comply with the vast

majority of the ASX Listing Rule obligations.

Serko is incorporated in New Zealand.

OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE

The Serko Board has been appointed by shareholders to

protect and enhance the long-term value of Serko and to act

in the best interests of Serko and its shareholders. The Board

is the ultimate decision-making body of the company and is

responsible for the corporate governance of the company. The

role and responsibilities of the Board are set out in the Board

Charter, which can be found on the investor centre of the

company’s website.

The Board currently comprises an independent non-

executive Chair, two independent non-executive directors

and two executive directors, as detailed on page 14 of this

Annual Report.

The Board has established two standing Board Committees to

assist in the execution of the Board’s responsibilities:

• Audit and Risk Committee – The current members

of the Committee are Clyde McConaghy (Chair),

Simon Botherway and Claudia Batten. All members

are independent, non-executive directors. Their

qualifications and experience is set out under Board of

Directors in this Annual Report.

• Remuneration and Nominations Committee – The

current members of the Committee are Claudia Batten

(Chair), Simon Botherway and Clyde McConaghy. All

members are independent, non-executive directors.

Their qualifications and experience is set out under

Board of Directors in this Annual Report.

DIRECTOR REMUNERATION

Serko’s shareholders have approved a total cap of $350,000

per annum for non-executive directors’ fees, for the purposes

of the NZX Listing Rules. This annual fee pool has not been

increased since it was approved by shareholders in 2014.

Serko currently pays directors’ fees that, in aggregate, amount

to approximately $250,000 per annum, subject to exchange

rate fluctuations. More information about remuneration

payable to directors is set out in Serko’s Corporate

Governance Statement, which is located on the investor

centre of the company’s website.

67
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

The Board has agreed that the following fixed annual fees will apply to all non-executive directors for the year ending 31 March 2019:

Non-executive directors received the following directors’ fees, remuneration and other benefits from the company in the year

ended 31 March 2018:

Remuneration and value of other benefits received

1

Name of Director

Non-Executive

Directors’ Board fees

2

Audit & Risk

Committee fees

Remuneration

& Nominations

Committee fees

Shares and other

payments or benefits

3

Total remuneration

Simon Botherway

$80,000

(Chair)

---$80,000

Clyde McConaghy$63,626

$10,604

(Chair)

--$74,230

Claudia Batten$63,626-

$10,604

(Chair)

-$74,230

TOTAL$207,252$10,604$10,604-$228,460

PositionFees per annum

Board of DirectorsChairNZD$90,000

Non-executive directorsAUD$65,000

Audit & Risk CommitteeCommittee ChairAUD$10,000

Committee Member-

Remuneration & Nominations CommitteeCommittee ChairAUD$10,000

Committee Member-

1 The figures shown are gross amounts, which have been converted into NZD and exclude GST (where applicable). Increases in Chair and non-executive Directors fees

were effective from 1 October 2017, while Committee Chair fees were introduced effective 1 April 2017.

2 Board fees includes the amount of base fees payable to Mr Botherway and Ms Batten, which are used to acquire shares in the company under the non-executive

Director Fixed Trading Plan (refer to the Corporate Governance Statement on the investor centre of Serko’s website for more information on the Plan).

3 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.

68
SERKO ANNUAL REPORT

The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their respective executive roles

as Chief Executive Officer and Chief Strategy Officer and, accordingly, do not receive directors fees.

The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each

executive director of Serko during, and in respect of, the financial period ended 31 March 2018:

Base salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal remuneration

STILT I

5

Subtotal

Darrin Grafton$282,266$30,000$312,266$85,000

3

$41,900 in the

form of 54,460

restricted shares

$126,900$439,166

Bob Shaw$256,694$30,000$286,694$50,000

4

$20,950 in the

form of 25,103

restricted shares

$70,950$357,644

1 Base salary includes employer contributions towards KiwiSaver at 3%.

2 Taxable benefits include a car allowance, carpark and medical insurance.

3 The short-term incentive stated was earned in FY18 and will be paid in FY19. Darrin Grafton’s potential short-term incentive payment for FY18 was $120,000. During

the financial period Darrin Grafton also received a short-term incentive of $21,000, which was earned in FY17 and paid in FY18.

4 The short-term incentive stated was earned in FY18 and will be paid in FY19. During the financial period Bob Shaw also received a short-term incentive of $10,500,

which was earned in FY17 and paid in FY18.

5 The FY18 long-term incentive was granted in July 2017, following partial achievement of pre-grant performance targets based on FY17 performance. The restricted

shares will vest three years after the allocation date. The value stated is the gross amount earned.

69
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Remuneration range (NZD)

Total number of

employees

$100,000 - $110,0004

$110,001 - $120,0007

$120,001 - $130,0003

$130,001 - $140,0006

$140,001 - $150,0007

$150,001 - $160,0001

$160,001 - $170,0002

$170,001 - $180,0003

$180,001- $190,0002

$190,001 - $200,0002

$210,001 - $220,0001

$220,001 - $230,0001

$240,001 - $250,0001

$310,001 - $320,0002

$320,001 - $330,0001

$360,001 - $370,0001

Total number of employees and

former employees

44

Female

20182017

no.%no.%

Directors120%120%

Officers

1

120%114%

Senior employees

2

433%747%

Remaining workforce3539%4044%

Male

20182017

no.%no.%

Directors480%480%

Officers

1

480%686%

Senior employees

2

867%853%

Remaining workforce5461%4756%

1 Officers are considered to be the Chief Executive Officer and his direct

reports (the Executive Team). Note that Chief Executive Officer, Darrin

Grafton and Chief of Strategy, Bob Shaw, are included in both the number of

directors and Officers reported.

2 Direct reports to the Executive Team with managerial responsibilities.

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 period ended 31

March 2018 totalling at least NZ$100,000.

The remuneration of those employees paid outside of New

Zealand has been converted into New Zealand dollars. No

employee appointed as a director of a subsidiary company of

Serko receives any remuneration or other benefits for acting

in that capacity.

The table above includes base salaries, short-term incentives

and vested or exercised long-term incentives. The table does

not include long-term incentives that have been granted

and have not yet vested. Where the individual is a KiwiSaver

member, contributions of 3% of gross earnings towards that

individual’s KiwiSaver scheme are included in the above table.

Where the individual works in Australia, contributions of 9.5%

of gross earnings towards Australian Superannuation are

included in the table above.

DIVERSITY

The respective numbers and proportions of men and women at

various levels within the Serko workforce as at 31 March 2017

and 31 March 2018 are set out in the table below:

The Board’s assessment of Serko’s performance against its

Diversity and Inclusion Policy is set out in latest ESG report,

which can be found on the investor centre of the

company’s website.

70
SERKO ANNUAL REPORT

BOARD AND COMMITTEE ATTENDANCE

The table below shows the Board and Committee meeting attendance during the year ended 31 March 2018:

DIRECTOR INDEPENDENCE

The Board currently comprises five directors – being the two co-founders and executive directors, Darrin Grafton and Bob Shaw;

and three non-executive directors – Claudia Batten, Simon Botherway and Clyde McConaghy.

The Board has determined, based on information provided by directors regarding their interests, that as at 31 March 2018 and

the date of this Annual Report, Simon Botherway, Claudia Batten and Clyde McConaghy are independent directors. The Board

has also determined that Darrin Grafton and Bob Shaw are not independent directors owing to also being executives and major

shareholders in Serko.

DIRECTOR INTEREST DISCLOSURES

Directors have given notices disclosing interests pursuant to section 140(1) of the Companies Act 1993. Those interests (and

any changes to interests) notified and recorded in Serko’s Interests Register during the financial year ended 31 March 2018 are

set out below:

Director attendanceBoard

Audit & Risk

Committee

Remuneration

& Nominations

Committee

Darrin Grafton12/12**

Bob Shaw12/12**

Simon Botherway12/125/54/4

Clyde McConaghy12/125/54/4

Claudia Batten12/125/54/4

Date of disclosureDirectorEntity

20-Jun-17

Simon Botherway

Claudia Batten

Clyde McConaghy

Gave notice that they were interested in a Deed of Amendment to be entered

into between each interested director and the company extending the term

of the Director Share Loan between the director and the company (originally

approved by shareholders at the time of the IPO) for a further three-year term.

22-Nov-17

Darrin Grafton

Bob Shaw

Gave notice to the Board that Financial Equities Limited, in which they are

shareholders and directors, is interested in a Deed of Assignment to be entered

into between Serko Limited and Financial Equities Limited in respect of a loan to

nuTravel Technology Solutions.

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

71
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Directors have given general notices disclosing interests pursuant to section 140(2) of the Companies Act 1993. All of those

interests, and any changes to interests notified and recorded in Serko’s Interests Register during the financial year ended 31 March

2018, are set out below:

DirectorEntityRelationship

Claudia Batten

Broadli Inc

New Zealand Trade & Enterprises

1

Serko Inc

2

Westpac New Zealand Limited

Director

Regional Director

Appointed Director 

Board Adviser

Simon Botherway

Arrow Trust

Callaghan Innovation Board

EBT Capital Limited

Fidelity Life Insurance

Landcorp Board

MSH Trustee (Arrow Limited)

Trustee

Board Member

Ceased to be Director 

Director

Ceased to be Board Adviser

Trustee

Darrin Grafton

Financial Equities Limited

Grafton-Howe No.2 Trust

Serko Australia Pty Limited

2

Serko Inc

2

Serko India Private Limited

2

Serko Investments Limited

2

Serko Note Limited

Travelog World for Windows Pty Limited

Director

Trustee

Director

Appointed Director

Director

Director

Director

Director

Clyde McConaghy

Chapman Eastway Pty Limited

Infomedia Limited

Optima Boards

Chairman (Advisory Board)

Director

Director

Bob Shaw

Financial Equities Limited

Ripon Trust

Serko Australia Pty Limited

2

Serko India Private Limited

2

Serko Investments Limited

2

Serko Note Limited

Travelog World for Windows Pty Limited

Director

Trustee

Director

Director

Director

Director

Director

1 Claudia Batten ceased to hold this position from 30 April 2018.

2 Serko subsidiary as detailed on page 76.

72
SERKO ANNUAL REPORT

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 2018:

Name

Date of

acquisition/

(disposal)

Number of shares

acquired/(disposed)

Nature of relevant interest

Consideration

paid/received

Claudia Batten5-Feb-18

5-Mar-18

2,181.63 ordinary shares

1

1,927.57 ordinary shares

1

Beneficial interest in ordinary shares held

in custody for Claudia Batten pursuant to

non-executive Director Fixed Trading Plan

Beneficial interest in ordinary shares held

in custody for Claudia Batten pursuant to

non-executive Director Fixed Trading Plan

$4,125.00

$4,125.00

Simon Botherway5-Feb-18

5-Mar-18

2,181.63 ordinary shares

1

1,927.57 ordinary shares

1

Beneficial interest in ordinary shares held in

custody for Simon Botherway pursuant to

non-executive Director Fixed Trading Plan

Beneficial interest in ordinary shares held in

custody for Simon Botherway pursuant to

non-executive Director Fixed Trading Plan

$4,125.00

$4,125.00

Darrin Grafton6-Jul-17

6-Jul-17

24-Nov-17

54,460 restricted shares

2

3,469 restricted shares

3

(320,000) ordinary shares

4

Beneficial interest in ordinary shares with

restrictive conditions allocated pursuant

to the Serko Limited Employee Restricted

Share Plan, held in trust until vesting.

Indirect interest in restricted shares

allocated pursuant to the Serko Limited

Employee Restricted Share Plan to Ms

Bailey, by virtue of a personal relationship

with Ms Bailey.

Indirect interest in the shares being disposed

of by virtue of a personal relationship with

the registered holder, Ms Bailey.

$41,900.00

5


$2,699.03

5


$464,000.00

Bob Shaw6-Jul-1725,103 restricted shares

2

Beneficial interest in Ordinary Shares with

restrictive conditions allocated pursuant

to the Serko Limited Employee Restricted

Share Plan, held in trust until vesting.

$20,950.00

5

1 Shares are acquired automatically, on a monthly basis, by an independent broker pursuant to the non-Executive Director Fixed Trading Plan. For more details refer to

Serko’s Corporate Governance Statement on the investor centre of Serko’s website. These shares may not be disposed of while the holder remains a director of Serko

and, in any event, for three years from the commencement of the Plan.

2 These shares are subject to a deed restricting exercise of voting rights attached to the shares.

3 By virtue of Darrin Grafton’s personal relationship, he is implied to have the power to exercise, or to control the exercise of, a right to vote attached to these shares

by virtue of a personal relationship with the beneficial holder of these shares. These shares are subject to a deed restricting exercise of voting rights attached to the

shares.

4 These shares were disposed of by Ms Bailey. By virtue of Darrin Grafton’s personal relationship with Ms Bailey, he is implied to have the power to dispose of or to

control the disposal of shares held by Ms Bailey. Darrin Grafton did not dispose of any of his direct interest in Serko shares.

5 Paid in the form of services to Serko.

73
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

In accordance with the NZX Listing Rules, as at 31 March 2018, directors had a relevant interest (as defined in the Financial

Markets Conduct Act 2013) in Serko ordinary shares as follows:

For the purposes of section 161 of the Companies Act 1993, the following entries were made in the Interests Register in relation to

the payment of remuneration and other benefits to directors:

For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register in relation to insurance

effected for directors and officers of Serko, in relation to any act or omission in their capacity as directors.

There were no entries made in the subsidiary company Interests Registers during the financial reporting period.

NameRelevant interestPercentage

Darrin Grafton

1

13,988,491 18.678%

Bob Shaw

2

12,918,50517.249%

Simon Botherway

3

2,323,109.203.102%

Claudia Batten

4

185,927.200.248%

Clyde McConaghy

5

181,8180.243%

DateDirectorParticulars of Board authorisation

20-Jun-17

Bob Shaw

Darrin Grafton

The payment of remuneration and the provision of other benefits by the company

and the making of the loan by the company under the Restricted Share Plan on

the terms set out in the resolution dated 20 June 2017 and in accordance with

the terms of the Serko Employee Restricted Share Plan documentation.

20-Jun-17

Simon Botherway

Claudia Batten

Clyde McConaghy

The extension of loans for a further three-year period to 30 June 2020 (originally

authorised on 30 April 2014) by the company to each of the non-executive

directors on the terms set out in the relevant Deed of Amendment and Original

Loan Agreement.

20-Sep-17

Simon Botherway

Claudia Batten

Clyde McConaghy

The payment of increased directors fees and the provision of other benefits

by the company to the non-executive directors on the terms detailed in the

Board minutes dated 20 September 2017 and, on the grounds, set out in the

corresponding directors’ certificate.

24-Nov-17

Simon Botherway

Claudia Batten

Clyde McConaghy

Entry into a Fixed Trading Plan for non-executive Directors

1 12,667,629 shares are held via a trust in which the director is a trustee and beneficiary. This includes an indirect interest in (and by virtue of the indirect interest

is considered to have the power to exercise, or to control the exercise of, a right to vote attached to) 1,217,594 shares and 9,296 restricted shares by virtue of a

personal relationship with the legal and beneficial holder of these shares. This includes beneficial interest in 93,972 restricted shares allocated pursuant to the Serko

Employee Restricted Share Plan and held on trust until vesting.

2 12,884,296 shares are held via a trust in which the director is a trustee and beneficiary. This includes beneficial interest in 34,209 restricted shares allocated

pursuant to the Serko Employee Restricted Share Plan and held on trust until vesting.

3 2,034,091 shares are held via a trust in which the director is a trustee and beneficiary. 284,909 shares are held directly. 4,109.20 shares are held in custody pursuant

to the Serko non-Executive Director Fixed Trading Plan.

4 4,109.20 shares are held in custody pursuant to the Serko non-Executive Director Fixed Trading Plan.

5 Held via a trust in which the director is a trustee and beneficiary.

74
SERKO ANNUAL REPORT

SHAREHOLDING INFORMATION

As at 30 April 2018 there were 74,894,342 Serko ordinary shares on issue, each conferring on the registered holder the right to

vote on any resolution at a meeting of shareholders, held as follows:

As at 30 April 2018 there were five shareholders holding between 1 and 100 ordinary shares (a minimum holding under the NZX

Listing Rules) in respect of 326 shares.

Size of shareholdingNumber of holders

1

%

Number of

ordinary shares

%

1 to 1,00018418.44 127,191 0.17

1,001 to 5,00041441.48 1,290,780 1.72

5,001 to 10,00015815.83 1,295,283 1.73

10,001 to 50,00016516.53 3,776,593 5.04

50,001 to 100,000303.01 2,199,773 2.94

100,001 and over474.71 66,204,722 88.40

TOTAL998100.00 74,894,342 100.00

1 Includes 2,991,006 ordinary shares with restrictive conditions held by Serko Trustee Limited on behalf of 37 beneficial holders pursuant to the Serko Restricted Share

Plan. Restricted shares have voting rights attached, which are exercised on behalf of a beneficial holder by the Trustee at the direction of the beneficial holder.

75
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

Set out below are details of the 20 largest shareholders of Serko as at 30 April 2018:

Shareholder

1

Number of ordinary shares held%

1Robert James Shaw & Geoffrey Robertson Ashley Hosking 12,884,296 17.20

2Darrin Grafton & Geoffrey Robertson Ashley Hosking 12,667,629 16.91

3National Nominees New Zealand Limited 9,045,214 12.08

4Serko Trustee Limited 2,991,006 3.99

5Simon John Botherway & MSH Trustee (Arrow) Limited 2,034,091 2.72

6JPMORGAN Chase Bank 1,827,835 2.44

7Public Trust Forte Nominees Limited 1,807,793 2.41

8Accident Compensation Corporation 1,569,983 2.10

9Philip Rodger Ball 1,537,594 2.05

10TEA Custodians Limited 1,255,787 1.68

11Joanne Maree Phipps 1,240,972 1.66

12Donna Bailey 1,217,594 1.63

13Sherie Robyn Hammond 1,200,544 1.60

14Citibank Nominees (NZ) Ltd 1,031,167 1.38

15Michael John Thorburn 1,021,711 1.36

16Robert Alan Hawker & Elizabeth Anne Hawker 999,750 1.33

17HSBC Nominees (New Zealand) Limited 925,396 1.24

18Tracey Ann Shorter 823,041 1.10

19Timothy Mark Bluett 814,404 1.09

20Cogent Nominees Limited 669,280 0.89

1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the

applicable members.

76
SERKO ANNUAL REPORT

According to notices given to Serko under the Financial Markets Conduct Act 2013 (and Securities Markets Act 1978), the

following persons were substantial product holders as at 31 March 2018. As at the balance date (31 March 2018) there were

74,894,342 Serko ordinary shares on issue:

SUBSIDIARY COMPANY DIRECTORS

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 year

ended 31 March 2018 are included in the relevant bandings for remuneration disclosed on page 69 of this Annual Report.

The following persons held office as directors of subsidiary companies as at 31 March 2018:

SubsidiaryDirectors

1

Serko Australia Pty Limited (Australia)

Darrin Grafton

Bob Shaw

John Challis

Serko Investments Limited (New Zealand)

Darrin Grafton

Bob Shaw

Serko India Private Limited (India)

Darrin Grafton

Bob Shaw

Yogita Chadha

Serko Inc (US)²

Darrin Grafton

4

Claudia Batten

4

Serko Trustee Limited (New Zealand)

Susan Putt

Fiona Rockel

Foshan Sige Information Technology Limited (China)³Gerard Neilsen

4

Substantial product holder

Number of ordinary shares in

which relevant interest is held

% Of class held at date of last

notice

Geoffrey Hosking25,573,92535.084%

Darrin Grafton14,209,03319.493%

Bob Shaw and Sarah Shaw12,884,29617.675%

Milford Asset Management Limited6,095,8178.380%

Harbour Asset Management4,611,3566.157%

1 No subsidiary directors retired during the financial year.

2 Serko Inc was incorporated on 30 October 2017.

3 Foshan Sige Information Technology Limited was incorporated on 7 August 2017. Serko also has a representative office in China.

4 Appointed during the financial year.

77
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

REGULATORY MATTERS

On 22 July 2015, NZX regulation granted Serko a waiver from NZX Listing Rule 7.6.4(b)(iii) to the extent required to allow Serko

to provide financial assistance to executive directors, and an associated person of one of the executive directors, to enable them to

participate in Serko’s Restricted Share Plan. The full waiver is available on Serko’s website. Go to: www.serko.com/investor-centre/.

DONATIONS

Serko did not make any donations during the financial year.

CREDIT RATING

Serko does not presently have an external credit rating status.

78
SERKO ANNUAL REPORT

GLOSSARY

ARPBAverage Revenue Per Booking

Asia PacificVietnam, 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

ASXASX Limited, also known as the

Australian Securities Exchange

ATMRATMR (Annualised Transactional

Monthly Revenue) is a Non-GAAP

measure.  Serko uses this as a useful

indicator of recurring revenue

from Serko products based on the

monthly transaction

AUD or A$Australian dollar

AustralasiaNew Zealand and Australia for the

purposes of this Annual Report

Board or Board

of Directors

The board of directors of Serko

Cloud or 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

EBITDAEBITDA is a Non-GAAP measure

representing Earnings Before the

deduction of costs relating to Interest,

Taxation, Depreciation and Amortisation

ESGEnvironmental Social Governance

FTEFull-time equivalent

FXForeign exchange

FYFinancial year ended, or ending, on

31 March (unless otherwise stated)

GSTGoods and Services Tax

IFRSInternational Financial Reporting

Standards

Independent

Directors

Simon Botherway, Claudia Batten and

Clyde McConaghy

IPOInitial Public Offering

ListingThe date Serko shares started trading on

the NZX Main Board, 24 June 2014

NZNew Zealand

NZD or NZ$New Zealand dollar

NZ GAAP or

GAAP

New Zealand Generally Accepted

Accounting Practice

NZ IASNew Zealand equivalents to International

Accounting Standards

NZ IFRS or IFRSNew Zealand equivalents to International

Financial Reporting Standards

NZXNZX 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 BoardThe New Zealand main board equity

security market operated by NZX

R&DResearch and Development expenditure

SAASSoftware-as-a-service

Serko Expense

Management

business

Serko’s online expense management

solution that enables the capture and

processing of corporate credit cards and

out-of-pocket claims

Serko MobileSerko’s mobile app for iPhones and

Android devices that gives users access

to information and travel booking

functionality on their mobile devices

Serko OnlineSerko’s cloud-based online travel booking

solution for large organisations

serko.travelSerko’s cloud-based online travel

booking solution for small to medium

enterprises (SMEs)

SMESmall and medium enterprise

TMC, Travel

Agency or Travel

Management

Company

A travel management company that

provides specialised travel-related

services to corporate customers

USD or US$United States dollar

ZenoSerko’s premium cloud-based online

travel booking solution

$All figures are in New Zealand dollars,

unless otherwise stated

79
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

66

CORPORATERESPONSIBILITY

16

DIRECTORY

79

COMPANY DIRECTORY

Saatchi Building

Unit 14D

125 The Strand

Parnell, Auckland

New Zealand

+64 9 309 4754

Link Market Services Limited

Level 11, Deloitte House

80 Queen Street

Auckland

New Zealand

+64 9 375 5998

serko@linkmarketservices.co.nz

Simon Botherway (Chairman)

Claudia Batten

Robert (Clyde) McConaghy

Darrin Grafton

Robert (Bob) Shaw

Deloitte Limited

Serko is a company incorporated with limited liability under the New Zealand Company Act 1993

New Zealand Companies Office registration number 1927488

Australian Registered Body Number (ARBN) 611 613 980

For investor relations queries contact: InvestorRelations@serko.com

REGISTERED OFFICE

SHARE REGISTRAR

DIRECTORS

AUDITOR

KEY DATES

30 SEPTEMBER 2018

Half-year End

20 NOVEMBER 2018

Half-year Results

Announced

31 MARCH 201922 AUGUST 2018

Financial-year EndAnnual Shareholders’

Meeting

Serko’s ESG Report, which includes its Corporate Governance Statement, can be found at www.serko.com/investor-centre

80
SERKO ANNUAL REPORT

Serko Limited Annual Report 2018

www.serko.com

---

Serko Limited
Results Presentation for the Year Ended 31 March 2018

Darrin Grafton
INTRODUCTION

Susan Putt

2

AGENDA
Financial Results

Strategic Overview

Outlook

3

PROFITACTIVITYREVENUECOSTS
PERFORMANCE DASHBOARD

(FY18 VS FY17)

25%

TOTAL

INCOME

INCREASE

27%

RECURRING

REVENUE

2

INCREASE

28%

OPERATING

REVENUE

INCREASE

6%

OPERATING

EXPENSES

4

DECREASE

16%

DECREASE

R&D COSTS³

$2.0m

NET PROFIT

BEFORE TAX

INCREASE

24%

PEAK

ATMR

1

INCREASE

20%

ONLINE

BOOKINGS

$5.3m

Turnaround in NPBT

for the year compared

to prior year loss of

$3.3m

$18.4m

Indicator of future

growth potential

20%

Year on Year

growth for FY18

$4.9m

Opex $4.5m

Capex $0.4m

27% of Revenue

$17.7m

Net FTE

5

decrease in

the period

$18.3m

Recurring revenue

90% of total

operating revenue

$16.4m

Core product

revenues

$19.3m

Total income

from all sources

including Grants

Notes 1 – 5: Refer to Appendix for Definitions

Annualised Transactional Monthly Revenue (ATMR) of $18.4m is as at Feb 2018 and represents peak for the period whereas March 2018 is seasonally affected by Easter holidays. % increase calculated against Feb 2017 of $14.8m

STRONG IMPROVEMENT IN ALL

KEY MEASURES

4

37%
20%

24%

$11.2m

Mar 2016

$15.3m

Mar 2017

$14.8m

Feb 2017

$18.4m

Feb 2018

INCREASE

24%

PEAK

ATMR

INCREASE

20%

ONLINE

BOOKINGS

ATMR RISES INLINE WITH STRONG

TRANSACTION GROWTH

FY13FY14FY15FY16FY17FY18

ONLINE BOOKINGSATMR

Booking volumes not disclosed for commercial reasons

5

REVENUE GROWTH
ACROSS ALL

CATEGORIES

28%

TOTAL

REVENUE

INCREASE

$15m

$10m

$5m

-

$20m

FY13FY14FY15FY16FY17FY18

Services

Supplier commissions & other

Expense platform

Travel platform

Year ended 31 March

Travel platform booking revenue

Expense platform revenue

Supplier commissions revenue

Other revenue

13,283

1,539

1,125

334

10,808

1,287

751

238

2,475

414

537

96

23%

37%

72%

40%

$000

20182017change

$000$000%

Recurring Product Revenue

Percentage of total revenue

16,44312,9213,52227%

90%91%

Services revenue1,8351,35647935%

Total Revenue18,27914,2774,00228%

6

ECONOMIES
OF SCALE

16%

DECREASE

R&D COSTS

6%

OPERATING

EXPENSES

DECREASE

Remuneration and benefit expenses

Selling and marketing expenses

Administration expenses

Other expenses

Year ended 31 March

11,667

1,258

3,692

1,067

12,285

1,658

3,880

940

(618)

(400)

(188)

127

-5%

-24%

-5%

13%

$000

20182017change

$000$000%

Total operating expenses

Percentage of operating revenue

17,68418,763(1,118)-6%

97%131%-34%

(-) Capitalised product development costs(383)(780)39751%

(-) Government grants

(+) Amortisation of capitalised development costs

(956)

412

(1,073)

450

117

(38)

11%

-8%

Total Research and Development (R&D)

cost (including amounts capitalised)

4,9065,836(930)-16%

Research costs (excluding amortisation of

amounts previously capitalised)

4,5235,056(533)-11%

Net product development costs

Percentage of operating revenue

3,9794,433(454)-10%

27%41%

Percentage R&D Costs8%13%

Percentage R&D Costs22%31%

7

MAIDEN
PROFIT

FY13FY14FY15FY16FY17FY18

Revenue

Other income

Year ended 31 March

18,279

994

14,277

1,092

4,002

(98)

28%

-9%

$000

20182017change

$000$000%

Total income

Percentage of operating revenue

19,27315,3693,90425%

Operating expenses(17,684)(18,763)1,0796%

Net finance income41488326370%

-97%-131%

Net profit (loss) before tax

Percentage of revenue

2,003(3,306)5,309 161%

Income tax expense(171)(144)(27)-19%

11%-23%

Add back: income tax expense

Deduct: net finance income

Add back: depreciation and amortisation

171

(414)

597

144

(88)

858

27

(326)

(261)

19%

-370%

-30%

EBITDA profit/(loss)

EBITDA margin

2,186(2,536)4,722 186%

12%-177%

Net profit (loss)1,832(3,450)5,282 153%

EBITDA

8

OUR
STRATEGY

Offer premium, integrated

global solutions

Expand into new territories through

strategic alliances and reach the

unserved SME market

Grow ARPB by offering

increased content and

moving customers to Zeno

9

Zeno is Serko’s next generation
travel and expense management

application, using intelligent

technology, predictive workflows

which addresses a global travel

marketplace

10

TECHNOLOGY
INNOVATION

THE CONNECTED TRAVELLER

MARKETPLACE

11

GROW CUSTOMER BASE
12

GROW
ARPB

BASE

BOOKING FEE

HOTELS

ZENO

SERKO MOBILE

SERKO EXPENSE

CARS

OTHER

RAIL

MEALS

SEAT SELECT

DINING

13

OUTLOOK FY19
GROWTH IN OPERATING REVENUE EXPECTED TO

BE IN 15% - 30% RANGE

FEBRUARY ATMR WAS $18.4M

ASX LISTING PLANNED FOR 25 JUNE*

* Subject to ASX approval

14

QUESTIONS
15

Innovative online travel and
expense solutions

Used by over 6000 companies

with more than $6b travel per year

Employs over 100 people worldwide

and listed on the NZX Main Board

Our

PURPOSE

Our purpose is to transform the way businesses manage travel

and expenses. We do this by helping companies drive down

the cost of their travel program using smart technology, and

making the process of booking and managing travel and

reconciling expenses a positive experience for their people.

www.serko.com for more information

16

Zeno is Serko’s next
generation travel

management

application, using

intelligent technology,

predictive workflows

and a global travel

marketplace

Serko Online is an

end-to-end online

booking tool for

corporates to book and

manage airlines, hotels,

rental cars and airport

transfers.

Serko Expense is an

online expense

management solution

that enables the

capture and processing

of corporate card and

out of pocket claims

Serko Mobile is a

purpose-built mobile

app for making,

changing and managing

flight and hotel

bookings and travel

expenses.

17

The majority of Serko’s revenue comes from Travel Management Companies (TMCs)
who provide our solution to their corporate customers.

OUR CUSTOMERS

18

Serko charges the TMCs a fee per booking (which varies
based on volume). There is also a mobile subscription fee

for the Serko Mobile app.

Serko also generates revenue through commissions on

hotels, rental cars, airport transfers and other travel

providers that are booked through its platform.

Serko Expense customers pay a fee based on the number of

active users each month directly to Serko.

Supplier commission

Corporate books hotel

or taxi via Serko

Online/Zeno

Booking and other fees

Corporate traveller

makes a booking via

Serko Online/Zeno

Monthly user fee

Traveller submits

receipts using Serko

Expense/Zeno

Mobile subscription

Traveller downloads and

uses Serko Mobile

HOW SERKO

MAKES MONEY

19

Selected Operational Metrics
Total Revenue Growth (%)

Revenue Growth – Serko Online(%)

Operating Costs (excl depreciation & amortisation) (% change)

No of transactions (indexed, where FY13=100)

Transaction Growth

Product Recurring revenue as % total revenue

Employees (number at end of year)

Average Revenue per FTE (NZ$'000)

Research & Development Costs - Expense and Capex (NZ $000)

Annualised Transactional Monthly Revenue (ATMR (NZ $m)

$000

FY18

28%

23%

-5%

390

20%

90%

106

170

4,906

18.4

$000

FY17

9%

8%

-10%

326

18%

91%

108

122

5,836

15.1

$000

FY16

27%

49%

13%

275

54%

91%

127

101

6,268

11.2

$000

FY15

55%

62%

105%

179

45%

80%

133

94

5,762

-

$000

FY14

39%

12%

62%

123

23%

71%

87

100

3,387

-

$000

FY13

27%

41%

35%

100

35%

84%

47

119

2,340

-

HISTORIC

METRICS

20

DEFINITIONS
• ATMR (Annualised Transactional Monthly Revenue) is a non-GAAP measure. Serko uses this as useful indicator of recurring revenues from Serko products

based on the monthly transactions from the most recent month.

• ARPB (Average Revenue Per Booking) is a non-GAAP measure.

• Recurring product revenue (a non-GAAP measure) is the recurring revenue derived from transactions and usage of Serko products by contracted customers.It

excludes revenues from customised software development.

• R&D (Research & Development) costs is a non-GAAP measure representing the internal and external costs related to R&D both expensed and capitalised.

• Operating Costs is a non-GAAP measure which excludes costs relating to taxation, interest, depreciation, and amortisation charges

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

• FTE = Full time equivalent employee

21

DISCLAIMER
This presentation is given on behalf of Serko Limited. Information in this presentation:

• is for general information purposes only, and is not an offer or invitation for subscription, purchase, or recommendation of securities in Serko Limited;

• should be read in conjunction with, and is subject to, Serko’s Annual Report, market releases and information published on Serko’s website (www.serko.com);

• includes forward-looking statements about Serko and the environment in which Serko operates, which are subject to uncertainties and contingencies outside

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

• includes statements relating to past performance, which should not be regarded as a reliable indicator of future performance; and 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.

• 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 the auditors. Non-

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

All information in this presentation is current at the date of this presentation, unless otherwise stated. All currency amounts are in NZ dollars unless stated otherwise.

22

---

1
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

2018 Report

Environmental, Social & Governance (ESG)

2
Serko ESG

ENVIRONMENTAL

SOCIAL

GOVERNANCE

3
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

This Environmental, Social and Governance (ESG) Report,

which incorporates Serko’s Corporate Governance Statement,

was approved by the Board of Serko Limited on 22 May 2018

and is accurate as at that date. The Board does not undertake

any obligation to revise this Report to reflect events or

circumstances after 22 May 2018 (other than in accordance

with the continuous disclosure requirements of the applicable

Listing Rules).

CONTENTS

Introduction

4

Environmental7

Social9

Corporate Governance Statement15

Risk Management27

4
Serko ESG

INTRODUCTION

Serko aims to be a successful growth company. To

realise this ambition we must do the right thing by our

people, customers, community and our shareholders.

We aim to achieve this through:

1) Focusing on long-term growth and business

sustainability;

2) Applying best practice governance and risk

management procedures;

3) Cultivating an inclusive workplace of diverse

and engaged staff; and

4) Enabling environmentally sustainable choices

through technology.

Serko is committed to developing long-term value

creation and making positive improvements in social,

economic and environmental outcomes. This year,

we have prepared our first Environmental Social and

Governance (ESG) Report and started reporting how

the United Nations (UN) Sustainable Development

Goals are applicable to our ESG initiatives.

Further information and our full Annual Report can

be found on the investor centre of Serko’s website.

Serko’s ESG framework remains under development

and will continue to be progressed over time.

The Sustainable Development Goals (SDGs) are a

set of global initiatives set by the United Nations

for everyone to contribute to. For Serko, the SDGs

are a way to see which areas of sustainability we

are directly contributing to and how our community

initiatives relate to a larger vision for positive change.

The UN SDGs relevant to Serko and our actions are

as follows:

People:UN SDGs

UN SDGs

UN SDGs

Customers:

Good health and well-being

Health and Safety Policies

Quality education

Training and intern programmes

Industry, innovation and

infrastructure

Industry recognition for innovation

Responsible consumption

and production

Privacy and security policies

Community:

Sustainable cities and

communities

Sponsorships and donations

Climate action

Environmental practices

Gender equality

Diversity and inclusion policies

Decent work and economic

growth

Remuneration policies

Diversity and inclusion policies

Reduced inequalities

5
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

6
Serko ESG

ENVIRONMENTAL

7
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

ENVIRONMENTAL

Serko recognises that it has a responsibility to the

environment beyond legal and regulatory requirements. We

are committed to reducing our environmental impact and

continually improving our environmental performance as an

integral part of our business strategy and operating methods,

with regular review points. We will encourage customers,

suppliers and other stakeholders to do the same.

As a software development company Serko has a low

environmental impact. But where possible Serko aims to

reduce this to the minimum level practical. We encourage

recycling at our offices. We are conscientious when booking

travel and plan ahead to ensure we combine meetings to

minimise our trips and resulting emissions.

While Serko, as a company providing travel-related booking

tools and information, is not a high producer of carbon

through its activities, it could play a role in helping to provide

information on travel-related CO

2 emissions to its customers

for additional revenue or a point of difference against its

competitors. Serko could also become the medium by which

travellers could pay carbon offsets. These environmental

initiatives require development and will be considered as

part of the product innovation road-map if our customers see

benefit in Serko adding these services.

Serko’s current environmental goal is to continually look to

reduce the impact of our business on the environment, and as

we grow as an organisation to ensure that any negative impact

on the environment is minimised

SERKO’S ENVIRONMENTAL GOALS FOR FY19

During FY19, Serko plans to implement an Environmental

Management System across all of its offices focusing on:

• Recycling;

• Committing our people to undertake only essential travel;

• Minimising paper usage; and

• Identifying ways that our technology can assist our clients

to minimise their impact on the environment further.

Serko sees the goals of this work as being important to the

sustainability of our business and, with the possibility of

reducing financial expenditure and potentially providing a new

revenue stream, the return to shareholders is maximised.

We are committed

to reducing our

environmental impact

8
Serko ESG

SOCIAL

9
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

SOCIAL

Serko operates in an industry that is highly competitive for

talent. We aim to provide an environment and culture and

promote social conscience that means that people want to be

part of our team – and those who do work for us, choose to

stay. This choice is a conscious decision, it’s not words on a

wall, but a way of working throughout our organisation that

encourages and enables people to be the best they can be

and to do so in an environment of fun, performance focus and

energy. There are a variety of initiatives that contribute to

our culture – each of which are underpinned by our values and

contributed to by the diversity of perspectives that make us

who we are.

As a result Serko has low employee turnover (11% rolling

annual turnover measured at 31 March 2018) and high

employee engagement scores relative to industry norms.

Serko’s employees (known in-house as Serkodians) are

generally motivated, excited about our future and feel our

organisation is a great place to work. As an example, more

than 97% of our employees reported that they strive to do

their best work every day for Serko as they want the company

to be successful.

SERKO CULTURE AND VALUES

Serko’s culture is upbeat, nimble, dynamic and inclusive. We

hire top talent from the technology and travel industries to

ensure that our people (Serkodians) have the skills and astute

judgement to make smart decisions that lead us to success –

within a strategic framework established collaboratively with

our leadership group, Executive Team and Board.

Serko’s people are incentivised for achieving exceptional

results. We have established OKRs (Objectives and Key

Results) throughout all teams and are supporting our people

with learning and development initiatives to encourage us to

keep finding new ways to innovate.

To articulate our culture, we developed the following eight

values that not only describe what is important to us but

also provide a code for how we behave toward each other,

influencing decisions such as who we hire, how people select

what they work on and how our people are led. As a result,

we have a highly engaged, energised culture resulting in high

employee engagement.

Serko’s culture is

upbeat, nimble,

dynamic and inclusive

Mastery

Serkodians continuously strive to

become masters of what they do

Autonomy

Serkodians are able to work

independently and make decisions

for themselves

Teamwork

Serkodians work well with people not

just in their own teams but in teams

across the organisation

Passion

Serkodians are passionate about what

they do and what Serko does

Integrity

Serkodians are honest, respectful of

others, deliver on their commitments and

make ethical business decisions

Success

Serkodians strive toward their goals to

ensure Serko reaches its goals

Family

Serkodians are valued as part of the

Serko family and Serko recognises the

importance of their families to them

Fun

We value humour, laughter and enjoying

our time at Serko

DIVERSITY & INCLUSION

Serko is committed to providing equal employment

opportunities and, as such, has a workforce consisting of

many individuals with diverse skills, values, backgrounds,

ethnicity and experiences. The company works to ensure

that its selection processes for recruitment and employee

development opportunities are free from bias and are based

on merit. The Board recognises that building diversity across

Serko will deliver enhanced business performance.

10
Serko ESG

Serko has adopted a Diversity and Inclusion Policy and is committed to achieving diversity in the skills, attributes and experience

of its Board members, management and staff across a broad range of criteria (including, but not limited to, culture, gender and age).

The Board as a whole is responsible for overseeing and implementing the Diversity and Inclusion Policy but has delegated to the

Remuneration and Nominations Committee the responsibility to develop and to recommend measurable objectives to the Board

that are designed to adhere to Serko’s Diversity and Inclusion Policy.

As at 31 March 2018, Serko employees represented 19 different nationalities. Serko believes this diversity is critical for

encouraging awareness of cultural experiences as we expand into different markets. Serko’s employees range in age from early 20s

to mid 60s, with the spread peaking in early 30s.

GENDER COMPOSITION OF SERKO WORKFORCE AND DIVERSITY

The respective numbers and proportions of men and women at various levels within the Serko workforce as at 31 March 2017 and

31 March 2018 are set out in the table below:

DIVERSITY OBJECTIVES

Serko has set measurable objectives to reinforce its commitment to diversity. The Board’s evaluation of Serko’s performance with

respect to the objectives set in accordance with its Diversity and Inclusion Policy during the financial period are set out below:

FemaleMale

2018201720182017

no.%no.%no.%no.%

Directors120%120%480%480%

Officers

1

120%114%480%686%

Senior Employees

2

433%747%867%853%

Remaining Workforce3539%4044%5461%4756%

1 Officers are considered to be the Chief Executive Officer and his direct reports (the Executive Team). Note that Chief Executive Officer, Darrin Grafton and Chief

of Strategy, Bob Shaw, are included in both the number of directors and Officers reported.

2 Direct reports to the Executive Team with managerial responsibilities.

ObjectiveProgress

Facilitate and promote equal employment opportunities,

including (but not limited to) diversity of culture, gender and

age when considering opportunities for new and existing Serko

people. At the end of each year report the statistics relating to

new hires to demonstrate a continuation of our current diverse

talent pool, including ensuring a diverse range of cultures, ages

and gender is maintained (or strengthened) with the long-term

goal of having 50% of the Board, Executive and Leadership

team being women.

During the year, 1 April 2017 to 31 March 2018 (FY18) we hired

21 people from a diverse range of cultures and nationalities.

Both our diversity of age and diversity of cultural origin

have increased this year. During the past financial year we

found it difficult to attract female candidates to apply for our

technology roles. This resulted in a lower proportion of women

being hired during the year. To help us to understand how we

might combat this issue for the future we commenced a data

gathering process of diversity data surveying all candidates at

the commencement of recruitment processes. This highlighted

that we were attracting a much lower percentage of female

candidates than male. Our goal for FY19 is to address this

talent attraction issue by growing our talent pool within the

female technology student community and also a technology

marketing campaign targeting women in our industry more

broadly. Serko has a strong culture that is supportive of women

at work. Policies include flexibility of working hours, focus on

women in leadership and promotion of female talent.

11
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

During FY19, Serko’s diversity objectives are to:

1) Facilitate and promote equal employment opportunities,

including (but not limited to) diversity of culture, gender

and age when considering opportunities for new and

existing Serko people. At the end of each year report

the statistics relating to new hires to demonstrate a

continuation of our current diverse talent pool, including

ensuring a diverse range of cultures, ages and gender is

maintained (or strengthened) with the long-term goal of

having 50% of the Board, Executive and Leadership team

being women.

This year’s activity to improve our performance in this

area will include a focus on attracting female talent from

the technology industry, using a targeted marketing

campaign to ensure diversity of thought remains a focus

for our organisation. This diversity will form one of the

underlying themes of our employer branding initiatives

where Serko becomes an employer of choice, not just for

technology leaders but, in particular, technology leaders

who can bring to us a diversity of thought.

2) Promote a merit-based environment in which employees

have the opportunit y to develop and perform to their full

potential, in alignment with the company’s commitment

to the ongoing training and wellbeing of its employees.

Measure and report on the gender composition of internal

movements/promotions of our people to help achieve

greater diversity at leadership levels.

3) Reward excellence and ensure employees are treated fairly,

evaluated objectively and promoted on the basis of their

performance. Conduct an annual pay parity audit to ensure

that groups are not being disadvantaged on the basis of

their gender. Ensure this covers both internal pay equity

and application of budget for pay reviews.

ObjectiveProgress

Promote a merit-based environment in which employees

have the opportunit y to develop and perform to their full

potential, in alignment with the company’s commitment

to the ongoing training and wellbeing of its employees.

Measure and report on the gender composition of internal

movements/promotions of our people to help achieve

greater diversity at leadership levels.

During the past year we reorganised Serko to prepare

ourselves to expand into new markets. This reorganisation

also resulted in the establishment of a formal leadership group

comprising the Executive Team and other influential senior

leaders. Although the Executive Team has fewer members

than previously, at the Leadership table more female voices

are heard. In addition, we established an Emerging Leaders

programme to support succession planning at the next tier.

Serko is proud to have one of NZX’s few female Chief Financial

Officers.

Reward excellence and ensure employees are treated fairly,

evaluated objectively and promoted on the basis of their

performance. Conduct an annual pay parity audit to ensure

that groups are not being disadvantaged on the basis of their

gender. Ensure this covers both internal pay equity and

application of budget for pay reviews.

During FY18 we introduced more structure into our

remuneration processes, preparing us for global scale and

helping us compare roles across different job families. This has

helped us to identify where discrepancies for gender parity may

exist so they can be addressed during our pay review process

this year. The process of implementing this structure identified

a few individuals whose pay was out of alignment with their

peers but within those examples there were as many women

receiving higher pay than men, as there are men receiving

higher pay than women. The Board has requested a diversity

report following implementation of our pay review this year to

ensure gender pay parity.

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GOVERNANCE

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GOVERNANCE

The Board and management of Serko Limited (Serko or

the company) are very committed to ensuring that Serko

maintains corporate governance practices that are in line

with or, where possible, exceed best practice and that Serko

adheres to the highest ethical standards.

The Board has had regard to the NZX Listing Rules and a

number of corporate governance recommendations when

establishing its governance framework, including the revised

NZX Corporate Governance Code 2017 (NZX Code) and

the Third Edition of the Australian Securities Exchange

(ASX) Corporate Governance Council Principles and

Recommendations.

The NZX Listing Rules require Serko to formally report

its compliance against the recommendations contained

in the NZX Code. How Serko has implemented these

recommendations is set out in this Corporate Governance

Statement. 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 2018.

Serko’s governance charters and policies can be found on

the investor centre of the company’s website. Go to: www.

serko.com/investor-centre/. Serko’s corporate governance

charters and policies have been approved by the Board and are

regularly reviewed by the Board and amended (as appropriate)

to reflect developments in corporate governance practices.

STOCK EXCHANGE LISTINGS

Serko is listed on the New Zealand Stock Exchange (NZX

Main Board) and intends (subject to approval) to list on the

Australian Securities Exchange (ASX) as an ASX Foreign

Exempt Listing. As an ASX Foreign Exempt Listing, Serko will

need to comply with the NZX Listing Rules (other than as

waived by NZX) but does not need to comply with the vast

majority of the ASX Listing Rule obligations.

Serko is incorporated in New Zealand.

OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE

The Serko Board has been appointed by shareholders to

protect and enhance the long-term value of Serko and to act

in the best interests of Serko and its shareholders. The Board

is the ultimate decision-making body of the company and is

responsible for the corporate governance of the company. The

role and responsibilities of the Board are set out in the Board

Charter, which can be found on the investor centre of the

company’s website.

The Board currently comprises an independent non-executive

Chair, two independent non-executive directors and two

executive directors, as detailed on the investor centre of the

company’s website and the latest Annual Report.

The Board has established two standing Board Committees to

assist in the execution of the Board’s responsibilities:

• Audit and Risk Committee – The current members

of the Committee are Clyde McConaghy (Chair),

Simon Botherway and Claudia Batten. All members

are independent, non-executive directors. Their

qualifications and experience is set out in the latest

Annual Report.

• Remuneration and Nominations Committee – The

current members of the Committee are Claudia Batten

(Chair), Simon Botherway and Clyde McConaghy. All

members are independent, non-executive directors.

Their qualifications and experience is set out in the

latest Annual Report.

Serko aims to exceed

corporate governance

best practices

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CODE OF ETHICS

The Board recognises that high ethical standards and

behaviours are central to good corporate governance and has

implemented a Code of Ethics (Code) to guide the behaviour of

its directors and employees.

Serko’s Code of Ethics establishes the framework by which

directors and staff of Serko are expected to conduct their

professional lives by facilitating behaviour and decision-

making that meets Serko’s business goals and is consistent

with Serko’s values, policies and legal obligations. Serko’s Code

of Ethics is available to staff on Serko’s intranet and forms

part of the induction process for new employees. Regular

reminders are provided to staff about the application of the

Code of Ethics.

Serko regularly reminds staff of their obligation to report

any concerns they have about compliance with the Code

of Ethics, Serko policies or legal obligations via staff-

wide communications on the Code and has established a

designated email address, accessible only by non-executive

directors, for staff to confidentially raise any concerns they

may have. The Board reviews the Code at-least six-monthly

and also expects any incidents arising under the Code to be

brought to directors’ attention immediately. Serko’s process

for managing any alleged breach of the Code is detailed in

the Code.

The Code of Ethics addresses:

• Serko’s Values (see page 9 of this Report)

• Conflicts of interest

• Receipt of gifts

• Proper use of Serko property and information

• Confidentiality

• Expected behaviours

• Compliance with laws and Serko policies

• Additional director responsibilities

• Delegated Authority

• Reporting issues regarding breaches of the Code, legal

obligations or other Serko policies.

Serko’s Code of Ethics is available on the investor section of

the Company’s website.

SECURITIES TRADING POLICY

Serko is committed to complying with legal and statutory

requirements with respect to ensuring directors and

employees do not trade Serko securities while in possession of

inside information.

Serko’s Securities Trading Policy and Guidelines apply to

all directors, officers, employees and contractors of Serko

and its subsidiaries. This 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, which includes the requirement to seek

company consent before trading, and prescribes certain black-

out periods during which trading is prohibited.

Compliance with the Securities Trading Policy is monitored

through the consent process, through education 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 recorded in Serko’s securities trading registers.

ROLE OF THE BOARD

The Board of Directors (the Board) is elected by shareholders

to govern Serko in the interests of 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 procedure.

“Directors should set high

standards of ethical behaviour,

model this behaviour and hold

management accountable for

these standards being followed

throughout the organisation.”

“To ensure an effective Board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

Principle 1

Principle 2

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The Board has delegated a number of its responsibilities to

Board committees. The role of each committee is

described below.

To enhance efficiency, remain agile and ensure decision-

making occurs at the right level, the Board has also delegated

to the Chief Executive Officer the day-to-day leadership

and management of Serko. The Chief Executive Officer has

formally delegated certain authorities to his direct reports

within set limits. The Board regularly monitors and reviews

BOARD MEMBERSHIP, SIZE AND COMPOSITION

The size of the Board is determined by the Board from time to

time, in accordance with the limitations prescribed in the NZX

Listing Rules, and in accordance with the provisions of Serko’s

Constitution and the Board Charter.

As at 31 March 2018, the Board comprised five directors –

being the two co-founders and executive directors, Darrin

Grafton and Robert Shaw; and three independent non-

executive directors – Simon Botherway, Claudia Batten and

Clyde McConaghy. A biography of each director can be found

on the investor section of the company’s website.

The Remuneration and Nominations Committee is responsible

for making recommendations to the Board regarding

the Board’s size and composition. When recommending

candidates to act as director, the Committee will take into

account factors as it deems appropriate, including the

diversity of background, experience and qualifications of the

candidate. When appointing directors, the Board undertakes

appropriate background checks.

The Board’s broader commitment to diversity includes

building diversity of thought within the Board. The current

management’s performance in the execution of its delegated

responsibilities and the appropriateness of its Delegation of

Authority Policy.

As detailed in the table below, the Board met for regularly

scheduled meetings during the financial year. In addition

to formally scheduled Board meetings, the directors met

for additional special meetings and regularly engaged with

management on areas of focus and to undertake strategic

planning for the business.

Board has a broad range of experience and skills, both locally

and internationally, that are appropriate to meet its objectives.

To assist in maintaining an appropriate mix of experience, the

Board has developed a skills matrix. Areas of expertise and

experience that have been identified as relevant to governing

Serko’s business include, among other skills:

• Innovation, entrepreneurship and partnership;

• Digital business and high-growth technology;

• International travel industry knowledge;

• Marketing, sales and channel management in core markets;

• Governance, legal and compliance;

• Strategy and operations;

• Finance, accounting and risk management;

• Capital markets; and

• Public company director experience.

The Board regularly reviews the skills matrix as part of its

succession planning.

BOARD APPOINTMENT, TRAINING AND EVALUATION

BOARD AND COMMITTEE ATTENDANCE

The table below shows the Board and Committee meeting attendance during the year ended 31 March 2018:

Director AttendanceBoard

Audit & Risk

Committee

Remuneration

& Nominations

Committee

Darrin Grafton12/12**

Bob Shaw12/12**

Simon Botherway12/125/54/4

Clyde McConaghy12/125/54/4

Claudia Batten12/125/54/4

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

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The procedure for the appointment and removal of directors

is ultimately governed by the company’s Constitution and

relevant NZX Listing Rules. A director is appointed by ordinary

resolution of the shareholders although the Board may fill a

casual vacancy. Every director appointed by the Board must

submit himself or herself for reappointment by shareholders

at the next annual meeting following his or her appointment.

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 their duties and expectations

in the role. Each director also receives a copy of Serko’s

Corporate Governance Manual (comprising all of Serko’s core

governance documents) and is introduced to the business

through a specifically 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 to best perform their duties as

directors of Serko. During the Board’s annual evaluation

process, training needs are considered to assist directors

to remain upskilled on the business, industry and legislative

developments.

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 executives.

The Board, 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.

The Board undertakes a regular review of its own and its

committees’ performance. This is to ensure it has the right

composition and appropriate skills, qualifications, experience

and background to effectively govern Serko and to monitor

Serko’s performance in the interests of shareholders. During

the financial period ended 31 March 2018, performance

reviews took place in accordance with that process.

INDEPENDENCE OF DIRECTORS

A majority of Serko’s directors are independent. The

factors the company takes into account when assessing the

independence of its directors are set out in the NZX Listing

Rules and the Board Charter. Generally speaking, a director

is considered to be independent if that director is not an

executive of Serko and if the director has no direct or indirect

interest or relationship that could reasonably influence, in a

material way, the director’s decisions in relation to Serko.

The Board has determined that each of the non-executive

directors are independent directors for the purposes of the

NZX Listing Rules and in accordance with the Board

Charter criteria.

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, 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 supports the separation of the role of Chairman

and Chief Executive Officer. The current Chairman has

been elected by the Board from the independent directors,

in accordance with the terms of the Board Charter. The

Chairman’s role is to manage and provide leadership to the

Board and to facilitate the Board’s interface with the Chief

Executive Officer.

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.

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 accountable to the Board, via the Chairman, on all

governance matters.

DIVERSITY & INCLUSION

Serko has adopted a Diversity and Inclusion Policy and is

committed to achieving diversity in the skills, attributes

and experience of its Board members, management and

staff across a broad range of criteria (including, but not

limited to, culture, gender and age). The Board as a whole is

responsible for overseeing and implementing the Diversity

and Inclusion Policy but has delegated to the Remuneration

and Nominations Committee the responsibility to develop

and to recommend measurable objectives to the Board that

are designed to adhere to Serko’s Diversity and Inclusion

Policy. See page 10-11 of this Report for further information

regarding Diversity and Inclusion.

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The Board uses committees to deal with issues requiring

detailed consideration, thereby enhancing the efficiency

and effectiveness of the Board. However, the Board retains

ultimate responsibility for the functions of its committees and

determines each committee’s roles and responsibilities.

at Serko, oversee management succession planning, consider

the composition of the Board and recommend candidates to

fill Board vacancies as and when they arise. The Committee

is also tasked with annually monitoring and evaluating the

company’s performance with respect to its Diversity and

Inclusion Policy.

Under the Remuneration and Nominations Committee

Charter, the Committee must be comprised of a minimum

of three members, a majority of whom are independent

directors. All members of the Committee are currently

independent directors. The Chairman of the Committee is

required to be independent.

The current members of the Committee are Claudia Batten

(Chair), Simon Botherway and Clyde McConaghy. All members

are independent, non-executive directors. Their qualifications

and experience is set out in the latest Annual Report.

TAKEOVER RESPONSE GUIDELINES

Serko’s independent directors have received comprehensive

legal advice on their directors’ duties, and the process to

be followed, in the event of a takeover offer. The Board has

formally adopted this advice as the guidelines to be applied in

the event of a takeover offer.

Serko is committed to the promotion of investor confidence

by ensuring that the trading of company shares takes place

in an efficient, competitive and informed market. The Board

is tasked with ensuring the integrity of financial and non-

financial reporting to shareholders.

MARKET DISCLOSURE POLICY

Serkos has adopted a Market Disclosure Policy that guides

the company’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.

The current standing committees of the Board are:

• Audit and Risk Committee; and

• Remuneration and Nominations Committee.

Details of the roles and responsibilities of these committees

are described in their respective charters and summarised

below. From time to time the Board may constitute an ad-

hoc committee to deal with a particular issue that requires

specialised knowledge and experience.

AUDIT AND RISK COMMITTEE

The primary function of the Audit and Risk Committee is

to assist the Board in fulfilling its oversight responsibilities

relating to Serko’s risk management and internal control

framework, the integrity of its financial reporting and its

auditing processes.

Under the Audit and Risk 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 director with an

accounting or financial background. Further, the Chairman of

the Committee is required to be independent and not be the

Chairman of the Board.

The current members of the Committee are Clyde McConaghy

(Chair), Simon Botherway and Claudia Batten. All members are

independent, non-executive directors. Their qualifications and

experience is set out in the latest Annual Report.

REMUNERATION AND NOMINATIONS COMMITTEE

The primary function of the Remuneration and Nominations

Committee is to oversee remuneration policies and practices

“The Board should use

committees where this will

enhance its effectiveness in key

areas, while still retaining Board

responsibility.”

“The Board should demand

integrity in financial and non-

financial reporting and in the

timeliness and balance of

corporate disclosures.”

Principle 3

Principle 4

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Serko has established a Disclosure Committee whose role it

is to determine whether information is ‘material information’

and whether the material information is required to be

released to the NZX. The Disclosure Committee comprises the

Board Chairman, the Audit and Risk Committee Chairman, the

Chief Executive Officer and the Chief Financial Officer (the

Disclosure Officer).

GOVERNANCE POLICIES AND PROCEDURES

Serko’s governance charters and policies can be found on the

investor centre of the company’s website.

FINANCIAL REPORTING

The Board is responsible for ensuring the integrity of

its financial reporting. The Audit and Risk Committee

closely monitors financial reporting risks in relation to the

preparation of the financial statements. The Audit and Risk

Committee, with the assistance of management, also works to

ensure that the financial statements are founded on a sound

system of risk management and internal control and that

the system is operating effectively in all material respects in

relation to financial reporting risks.

As part of this process, the Chief Executive Officer and Chief

Financial Officer are required to state in writing to the Board

that, to the best of their knowledge, the company’s financial

reports: (1) present a true and fair view of the company’s

financial condition and operational results; (2) are prepared

in accordance with the relevant accounting standards; and

(3) are founded on a sound system of risk management and

internal control that is operating effectively.

NON-FINANCIAL REPORTING

To assist shareholders to make meaningful investment

decisions, in addition to reporting historical statutory financial

information, Serko is committed to providing shareholders

with a balanced and understandable assessment of its

performance, business model, strategic objectives and

progress against meeting those objectives at each earnings

announcement and in its half-year and full-year reports.

Serko is committed to developing long-term value creation.

As part of this commitment, Serko’s Board is focused on

delivering a sustainable future for its business, people,

customers and communities by doing what is right. This year

Serko has chosen to start reporting against the UN Sustainable

Development Goals (SDGs). SDGs are a set of global initiatives

set by the United Nations for everyone to contribute to. For

Serko the SDGs are a way to see which areas of sustainability

it is directly contributing to and how its community initiatives

relate to a larger vision for positive change. Information

about the commencement of Serko’s ESG initiatives are set

out in this Report. Serko’s ESG framework remains under

development and will continue to be progressed over time.

Serko is committed to remunerating its non-executive

directors, executive directors and employees fairly,

transparently and reasonably.

NON-EXECUTIVE DIRECTOR REMUNERATION

Serko’s shareholders have approved a total cap of $350,000

per annum for non-executive directors’ fees, for the purposes

of the NZX Listing Rules. This annual fee pool has not been

increased since it was approved by shareholders in 2014.

Serko currently pays directors’ fees that, in aggregate, amount

to approximately $250,000 per annum as detailed below.

As foreshadowed at Serko’s 2017 Annual Shareholders’

Meeting, this represents an increase from the fees paid in

FY17 (totalling ~$190,000 per annum). The non-executive

director fee increase was implemented, effective from 1

October 2017, following the 2017 director performance and

fee review, which took into account the time commitment and

responsibilities required of Serko’s non-executive directors.

No equity-based remuneration is paid to non-executive

directors, nor do the non-executive-directors receive any

performance-based remuneration. However, directors may

hold shares in the company, details of which are set out in the

Annual Report. It is Serko’s policy to encourage directors to

hold shares in the company.

In addition to the remuneration detailed above, at the time of

the IPO, the Board introduced (with the approval of Serko’s

existing shareholders) a loan facility for the independent

directors, which enabled non-executive directors to acquire

a specified number of Serko shares at the time of the IPO

(Director Loan Shares). This loan was extended in June 2017

for a further three years.

“The remuneration of directors

and executives should be

transparent, fair and reasonable.”

Principle 5

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During the financial period (as previously announced to

shareholders), a fixed trading plan (Plan) was established

in accordance with section 260 of the Financial Markets

Conduct Act 2013 to enable non-executive directors to invest

a portion of their annual directors’ fees in Serko shares on

a monthly basis and over a fixed term of three years (Term).

Under the Plan, an independent broker automatically applies

the designated fees to the monthly acquisition of shares

on-market during the Term. Once a non-executive director

has entered the Plan, they have no ability to influence share

trading decisions and no ability to withdraw from the Plan

before the end of the Term. Further, the directors are not

permitted to trade any shares acquired under the Plan for the

duration of their tenure as directors of Serko (except in the

REMUNERATION POLICY

Serko has adopted a Remuneration Policy. The purpose of

the Policy is to outline the remuneration principles that apply

to all directors and employees to ensure that remuneration

practices within Serko are fair and appropriate and there is a

clear link between remuneration and employee performance.

Serko’s Remuneration Policy supports the company to attract,

retain and motivate high–calibre people to achieve the

company’s business objectives and create shareholder value.

Serko’s Remuneration Policy is guided by the principles that

remuneration practice should:

• Be clearly aligned with Serko’s values, culture and

corporate strategy;

• Support the attraction, retention and engagement

of employees;

• Be understood by employees;

• Be equitable and flexible;

event of a takeover). The Plan is intended to further align non-

executive directors’ interests with those of the shareholders

of the company and demonstrate non-executive directors’

support of Serko’s long-term strategy.

The non-executive directors are entitled to be reimbursed

for all reasonable travel, accommodation and other expenses

incurred by them in connection with their attendance at Board

or shareholder meetings or otherwise in connection with

Serko’s business. No retirement benefits will be paid to the

non-executive directors on their retirement.

The Board has agreed that the following fixed annual fees will

apply to all non-executive directors during FY19:

• Appropriately reflect market conditions and

organisational context;

• Recognise individual performance and competency,

rewarding individuals for achieving high performance; and

• Recognise team and company performance and the

creation of shareholder value.

The Remuneration Policy is available on the investor section of

the company’s website.

Under Serko’s remuneration framework, remuneration paid to

the Chief Executive Officer and senior officers includes a mix

of the following fixed and variable components:

• Fixed remuneration, which includes base salary

and employer KiwiSaver (or overseas equivalent)

contributions (where relevant).

• A discretionary short-term incentive (STI) may be

offered for permanent employees, at the discretion of

the Chief Executive Officer (or the Board in the Chief

PositionFees per annum

Board of DirectorsChairNZD$90,000

Non-executive DirectorsAUD$65,000

Audit & Risk CommitteeCommittee ChairAUD$10,000

Committee Member-

Remuneration & Nominations CommitteeCommittee ChairAUD$10,000

Committee Member-

Actual fees paid to non-executive directors during FY18 are set out in Serko’s latest Annual Report.

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Executive Officer’s and Chief Strategy Officer’s case).

Serko’s STI is performance based, with any STI payment

being conditional on satisfaction of pre-determined

company and individual performance objectives.

• A discretionary sales/business development incentive

(SIP) may be offered to sales and business development

staff, at the discretion of the Chief Executive Officer. The

structure of such incentives is approved by the Board.

The SIP is designed to incentivise sales and business

development staff to meet or exceed sales/business

development targets.

• A long-term incentive (LTI) may be offered, as approved

by the Board. Serko operates a long-term incentive

scheme in the form of a Restricted Share Scheme and has

recently introduced a United States (US) Share Incentive

Plan, under which it plans to offer US-based employees

options to acquire shares.

In addition, Serko may offer provisions that have a monetary

benefit to employees but which are not considered part of

remuneration.

Each year a review is carried out to benchmark salaries, with

market increases and adjustments made accordingly.

The Remuneration and Nominations Committee is

responsible for reviewing the remuneration of the company’s

senior executives in consultation with the Chief Executive

Officer. The company’s senior executives are subject to

regular performance reviews. The performance of senior

executives is reviewed by the Chief Executive Officer

who meets with each senior executive to discuss their

performance, as measured against key performance targets

(both financial and non-financial) previously established and

agreed with that executive. During the year ended 31 March

2018, performance reviews took place in accordance with

that process.

LONG-TERM INCENTIVE SCHEMES

Both the Restricted Share Scheme and the US Share Incentive

Plan are designed to: attract and retain key people within the

business; to align senior managers’ remuneration with long-

term shareholder value; and to reward the achievement of

Serko’s strategies and business plans.

Under the Restricted Share Scheme, participants are offered

ordinary shares with restrictive conditions. Restricted share

allocations generally vest three years after the allocation date.

Under the recently approved US Share Incentive Plan, it is

intended that participants are offered options to acquire

ordinary shares upon exercise of their options. At the date of

this Corporate Governance Statement no options have been

issued under this Plan.

With respect to Serko’s LTI Schemes, 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.

EXECUTIVE DIRECTOR REMUNERATION

The executive directors, Darrin Grafton and Bob Shaw, receive

remuneration and other benefits in their respective executive

roles as Chief Executive Officer and Chief Strategy Officer

and, accordingly, do not receive director fees.

The FY18 remuneration mix for the executive directors

includes: a base salary, a short-term incentive up to a

maximum target value of 40% of base salary; and a long-term

incentive up to a maximum target value of 100% of base salary.

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The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each

executive director of Serko during, and in respect of, the financial period ended 31 March 2018:

During the period ended 31 March 2018, both Darrin Grafton’s and Bob Shaw’s variable remuneration components were based on

key performance indicators (KPIs) relating to:

• Delivery of operational value drivers linked to Serko’s strategy;

• Delivering shareholder value;

• Meeting performance targets in respect of customer satisfaction and retention; and

• Maintaining a positive and safe working environment.

Delivery of these KPIs is used to assess whether pre-performance hurdles are met in relation to the granting of long-term

incentives for the FY19 year and determining the individual component of any short-term incentive payable for the FY18 year. In

addition, pay out of any short-term incentive is dependent on meeting pre-determined revenue and EBITDA* targets during the

financial period.

The executive directors’ performance is reviewed by the Board annually. Following the financial period ended 31 March 2018,

performance reviews took place in accordance with that process.

No termination payments are payable to the executive directors in the event of serious misconduct.

Base Salary

1

Taxable

Benefits

2

SubtotalPay for Performance

Total

Remuneration

STILT I

5

Subtotal

Darrin Grafton$282,266$30,000$312,266$85,000

3

$41,900 in the

form of 54,460

restricted shares

$126,900$439,166

Bob Shaw$256,694$30,000$286,694$50,000

4

$20,950 in the

form of 25,103

restricted shares

$70,950$357,644

1 Base salary includes employer contributions towards KiwiSaver at 3%.

2 Taxable benefits include a car allowance, carpark and medical insurance.

3 The short-term incentive stated was earned in FY18 and will be paid in FY19. Darrin Grafton’s potential short-term incentive payment for FY18 was $120,000.

During the financial period, Darrin Grafton also received a short-term incentive of $21,000, which was earned in FY17 and paid in FY18.

4 The short-term incentive stated was earned in FY18 and will be paid in FY19. During the financial period, Bob Shaw also received a short-term incentive of

$10,500, which was earned in FY17 and paid in FY18.

5 The FY18 long-term incentive was granted in July 2017, following partial achievement of pre-grant performance targets based on FY17 performance. The

restricted shares will vest three years after the allocation date. The value stated is the gross amount earned.

* Earnings Before Interest, Taxation, Depreciation and Amortisation

22
Serko ESG

Serko Limited is committed to proactively and consistently

managing risk to:

• Enhance and protect Serko’s value by delivering on its

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 Serko people

(employees and contractors) partners and customers.

Serko’s Risk Management Policy is included in Serko’s

Corporate Governance Manual (published on Serko’s website).

Serko has designed and implemented a comprehensive risk

management framework for oversight and management of

financial and non-financial business risks, as well as related

internal compliance systems.

The Board has ultimate responsibility for Serko’s risk

management and internal control system, setting the ‘tone

at the top’ with regards to risk culture. The Audit and

Risk Committee, under delegation from the Board and in

conjunction with management, regularly reports to the Board

on the effectiveness of the company’s management of its

material business risks and whether the risk management

framework and systems of internal compliance and control are

operating effectively and efficiently in all material respects.

The Audit and Risk Committee conducts at least six-monthly

reviews of Serko’s risk management framework, risk appetite

and principal risks, to satisfy itself that the company’s

approach to risk continues to be sound.

Further details on Serko’s risks and risk management

processes are detailed on page 27 of this Report.

EXTERNAL AUDITOR INDEPENDENCE

Serko has adopted 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 and

Risk 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 lead and engagement audit

partners be rotated after a maximum of five years so that no

such persons shall be engaged in an audit of Serko for more

than five consecutive years. In 2017, following a robust and

competitive tender process, Serko rotated its audit firm, in

accordance with this Policy and the NZX Listing Rules.

The Audit and Risk 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 and Risk Committee meets regularly

with the auditor without executive directors or management

present and the lead audit partner has direct contact with the

Chair of the Audit and Risk Committee.

The auditor is restricted in the non-audit work it may perform,

as detailed in Serko’s External Audit Independence Policy.

In the last financial year, Serko’s external auditor did not

undertake non-audit work. For further details on the audit

fees paid and work undertaken during the period, refer to the

latest Annual Report. The Audit and Risk Committee regularly

monitors the ratio of fees for audit to non–audit work.

“Directors should have a sound

understanding of the material

risks faced by the issuer and

how to manage them. The Board

should regularly verify that the

issuer has appropriate processes

that identify and manage

potential and material risks.”

“The Board should ensure the

quality and independence of the

external audit process.”

Principle 6

Principle 7

23
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

Serko’s website is an important part of the company’s

shareholder communications strategy. Included on the

website is a range of information relevant to shareholders

and others concerning the operation of the company. In

addition, this year, Serko has prepared and published on its

website this Corporate Governance Statement, outlining its

governance practices.

Shareholders may, at any time, direct questions or requests

for information to directors or management through Serko’s

website or by sending an email to

investorrelations@serko.com.

Serko provides shareholders with the option to receive

communications from, and send communications to, the

Company and its share registrar electronically. A large

number of Serko shareholders have elected to receive

electronic communications.

SHAREHOLDER VOTING RIGHTS

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.

ANNUAL SHAREHOLDERS’ MEETING

Serko’s 2018 Annual Shareholders’ Meeting will be held in

Auckland on 22 August 2018. Shareholders will be given an

opportunity at the meeting to ask questions and comment on

relevant matters.

In addition, Serko’s auditor, Deloitte, will be available to

answer any questions about its audit report. A Notice of

Meeting will be sent to shareholders in advance of the

meeting.


INTERNAL AUDIT FUNCTION

Serko does not have a dedicated internal auditor, instead

internal controls are managed on a day-to-day basis by the

finance team. Compliance with internal controls is reviewed

annually by Serko’s auditor.

INFORMATION FOR SHAREHOLDERS

Serko is committed to maintaining a full and open dialogue

with its shareholders (and other interested stakeholders).

The company has in place an investor relations programme to

facilitate effective two-way communication with shareholders.

The aim of the company’s communications programme is to

provide shareholders with information about the company

and to enable them to actively engage with the company and

exercise their rights as shareholders in an informed manner.

The company facilitates communications with shareholders

through written and electronic communications and by

facilitating shareholder access to directors, management and

the company’s auditor.

The company provides shareholders with communication

through the following channels:

• The investor section of the company’s website;

• Full-year and half-year reporting;

• The annual shareholders’ meeting;

• Regular disclosures on company performance and news

via stock exchange online disclosure platforms; and

• Disclosure of presentations provided to analysts and

investors during regular briefings.

“The Board should respect the

rights of shareholders and foster

constructive relationships with

shareholders that encourage

them to engage with the issuer.”

Principle 8

24
Serko ESG

RISK

MANAGEMENT

25
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

RISK MANAGEMENT

Serko Limited 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 Serko people

(employees and contractors), partners and customers.

Serko’s Risk Management Policy is included in Serko’s

Corporate Governance Manual (published on Serko’s website).

RISK MANAGEMENT FRAMEWORK

Serko has designed and implemented a comprehensive risk

management framework for the oversight and management

of financial and non-financial business risks, as well as related

internal compliance systems that are designed to:

• Optimise the return to, and protect the interests

of, stakeholders;

• Safeguard the company’s assets and maintain its

reputation Improve the company’s

operating performance;

• Fulfill the company’s strategic objectives; and

• Manage the risks associated with Serko’s operations.

26
Serko ESG

STRATEGICOPERATIONALFINANCIALEXTERNAL

INHERENT RISKS OF DOING BUSINESS

APPROACH TO RISK MANAGEMENT:

RISK APPETITE

ZERO TOLERANCE:

OFF-STRATEGY, COMPLIANCE,

HEALTH AND SAFETY RISKS

TO BE AVOIDED

ARC

1

BI-ANNUALLY

ON-STRATEGY RISKS

CONTROL AND MITIGATION

PRINCIPAL RISKS

ARC BI-ANNUALLYCONTROL/DFA

2

FRAMEWORK

MONTHLY BOARD REVIEW

OPERATIONAL RISKS

PRINCIPAL RISKS

FINANCIAL RISKS

OPERATIONAL EXPOSURES

1 Audit and Risk Committee

2 Delegated Financial Authority

27
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

24

SOCIAL

08

PRINCIPAL BUSINESS RISKS:

Principal business risks for Serko are:

• Maintaining product integrity through protecting its

intellectual property against competition, protecting

the security of its systems and sensitive data against

cyber attacks and/or accidental disclosure and ensuring

continuity of service;

• Remaining a leader in corporate travel technology and not

being disrupted through the emergence of new technology

or competition;

• Achieving a sustainable financial position, while growing

into new markets, including the unpredictable sales

cycle and lead-time for on-boarding of TMCs’ corporate

customers, managing the reliance on TMCs and the

revenue concentration among the largest TMC customers;

• Retaining and attracting the resources and talent necessary

to deliver enhancements and manage the growth; and

• Non-controllable global geopolitical or environmental

impacts that could affect corporate travel volumes.

Serko has in place mitigation strategies, for managing each of

these risks. In addition to its key mitigation strategies Serko

maintains comprehensive insurance coverage. Serko manages

these risks to within Board-defined tolerances based on the

approved risk appetite statement.

HEALTH AND SAFETY RISKS

The Board and management have sought to establish leading

practices within Serko that promote a safe and healthy

working environment for everyone working in, or interacting

with, Serko’s business. Serko adopted a Health and Safety

Policy that requires Serko people to take all practicable steps

to provide a working environment that promotes health and

wellbeing, while minimising the potential for risk, personal

injury, ill health or damage. The Board reviews health and

safety reports at each Board meeting and oversees a detailed

programme of work to ensure Serko remains compliant

with its health and safety obligations under the Health and

Safety at Work Act 2015. In addition, the Remuneration

and Nominations Committee carries out a detailed review of

health and safety risks and strategy each quarter.

During the year Serko has overachieved against its health

and wellness targets of keeping sick leave taken to below

four days per person per year and had an overall lost time to

incidents rate of below 0.001 days per annum. Serko supports

its people with an outsourced globally accessible Employee

Assistance Programme, which is promoted within the team to

encourage usage. With a busy workplace, with high ambitions

and performance expectations, during the next financial

year Serko plans to run a wellness programme focusing on

improving individual resilience.

The Accident Compensation Corporation has conducted an

independent audit of Serko’s Health and Safety Management

system, awarding Serko with secondary accreditation. Our

next audit is scheduled for July 2018.

CYBER SECURITY RISKS

A key risk we face has been highlighted by the worldwide

increase in cyber attacks and several high-profile privacy

data breaches. Regulators are appropriately responding by

increasing penalties for such breaches and introducing new

legislative protections for the handling of private information.

Serko takes these risks seriously and has appointed a

dedicated Security Officer to manage these risks. It is also

ensuring its processes and software maintain the highest

standards of protection. Serko maintains its software to

be Payment Card Industry Data Security Standard (PCI)

compliant and has put in place processes to meet the European

Union’s General Data Protection Regulation standards coming

into effect 25 May 2018.

Serko Environmental, Social & Governance (ESG) 2018 Report
www.serko.com

---

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
Incorporated in New Zealand ARBN: 611 613 980

23 May 2018









Serko Limited – 2018 Annual Report


Dear Shareholder

We are pleased to advise you that Serko’s 2018 Annual Report for the financial year ended 31 March 2018 is now available on our

website at www.serko.co.nz/investor-centre.

All future Annual and Half-Year Reports prepared by Serko will similarly be made publicly available on our website (as noted above).

If, at any time, you wish to receive (free of charge) a printed or electronic copy of the 2018 Annual Report or any future Annual or Half-

Year Report, please update your communication preference by visiting the Link Market Services Limited (Link) Investor Centre at

https://investorcentre.linkmarketservices.co.nz. You will need your CSN/Holder number and Authorisation Code (FIN) to access to

your holding information.

Previous election no longer applies

Due to a recent regulatory change, Serko may make its Annual and Half-Year Reports available by electronic means, and only provide

printed copies to investors who have elected to receive them in that form. As a result of these new regulations, any previous

instructions you have given us in respect of sending printed copies of our Annual and Half-Year Reports will no longer apply. You will

need to make a new request in accordance with the instructions in this Notice if you wish to continue to receive hard copies.

Electronic investor communications

As an ecologically-minded technology company, Serko has a strong preference for investor communications to be distributed

electronically. If you have not already done so, we encourage you to receive investor communications from Serko via email. This is an

efficient and cost-effective method of communication. To receive future investor communications electronically (where possible),

please provide or update your details online at any time by visiting the Link Investor Centre (as noted above). Alternatively, please

complete this form and return it in the envelope provided.


I wish to receive all my investor communications electronically (by email), where possible, at the email address

stated below:


Email Address:




If you have any further questions please do not hesitate to contact Link directly.


Thanks again for your support of Serko.


Yours sincerely


Simon Botherway

Chairman




This Notice was given to you under regulation 61E of the Financial Markets Conduct Regulations 2014.


PLEASE ADDRESS ENQUIRIES TO:


Link Market Services Limited

PO Box 91976, Auckland 1142

Phone: +64 9 375 5998

Fax: +64 9 375 5990

Email: operations@linkmarketservices.co.nz

(insert Serko in the subject heading)

Website: linkmarketservices.co.nz

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.