Serko Limited/Announcement
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Serko FY19 Full-Year Results Announcement

Full Year Results21 May 2019SKOIndustrials

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

22 May 2019

AUDITED FINANCIAL RESULTS FOR THE YEAR ENDING 31 MARCH 2019

Serko establishes foundations for Northern Hemisphere growth

Ongoing growth in core Australasian business and acquisition of US expense management provider InterplX

1


underpins FY2019 financial results, while strategic investment into Zeno functionality and new content

integration lay groundwork for growth in new markets.

Highlights:

• Total Operating Revenue

2

rose 28% to $23.4 million (at upper end of guidance range of 20-30%).

• Recurring Product Revenue rose 26% to $20.7 million and total income (including grants) increased 28%

to $24.6 million.

• EBITDAF

3

was $2.6 million up 19% from $2.2 million in the prior year.

• Serko remained profitable with profit after tax of $1.6 million.

• Travel booking transactions grew 17% on the previous year.

• Peak Annualised Transactional Monthly Revenue (ATMR)

4

rose 41% to $26.0 million lifted by the

acquisition of InterplX (effective from 1 January 2019

1

); excluding InterplX ATMR increased 23% to

$22.5 million.

• Operating expenses increased by 32% to $23.3 million reflecting investment into international

expansion and extraordinary expenses.

• Research and Development (R&D) costs increased by 87% to $9.2 million representing the significant

investment in platform development for expansion into new markets.

• Of the $9.2 million of R&D costs, Serko capitalised $6.7 million as we moved into the build phase for

Zeno to deliver our platform functionality to new customers and geographies.

• Oversubscribed capital raise of $15.0 million ($14.3 million net of costs) completed in August 2018

provided funding for expansion into new markets and strategic acquisitions.

• Cash balances of $15.7 million as at 31 March 2019 included the net funds received from the capital

raise of $14.3 million. Cash burn for the year was $3.8 million excluding those funds.


Corporate travel and expense management leader Serko (NZX:SKO, ASX:SKO) today reported continued strong

growth in its maturing Australasian business and good progress laying the foundations for growth into new

northern hemisphere markets.

Total Operating Revenue for the year to 31 March 2019 rose 28% to $23.4 million from $18.3 million in the same

period a year ago, a result that is at the upper end of guidance

5

. Unfavourable exchange rate movements in the

second half negatively impacted revenue by approximately 1%. Recurring revenue rose 26% to $20.7 million from

$16.4 million in the same period a year ago. Within this result there is a three-month contribution of $0.9 million

related to the acquisition of US expense management business InterplX.

Revenue growth reflected the performance of Serko’s established Australasian business, which continues to

benefit from growing penetration and the adoption of Zeno, our premium platform. Serko gained additional

customers and experienced an uplift in Average Revenue per Booking.


2


In line with expectations, the North America and European markets made a small but growing contribution to

group revenue.

Peak fourth quarter ATMR (excluding the contribution from InterplX), an indicator of future recurring product

revenue, rose 23% to $22.5 million from $18.4 million at the same time a year ago. Including InterplX, peak ATMR

rose 41% to $26 million.

SUMMARY FINANCIAL RESULTS


Years ended 31 March


FY19

NZ$m

FY18

NZ$m

Net increase/

(decrease)

Revenue:

Travel Platform Revenue 15.95 13.28 20%

Expense Platform Revenue 2.71 1.54 76%

Supplier Commission Revenue 1.54 1.29 19%

Other Product Revenue 0.46 0.33 40%

Recurring Product Revenue 20.66 16.44 26%

% Total Revenue (excluding Grants) 89% 90% (1%)

Services Revenue 2.70 1.84 47%

Total Operating Revenue 23.36 18.28 28%

Other Income 1.22 0.99 22%

Total Income 24.58 19.27 28%

Operating Expenses (excluding D, A &F) (21.99) (17.09) 29%

EBITDAF

2

2.59 2.18 19%

Net Finance Income 0.29 0.41 (30%)

Fair Value Remeasurement of Contingent

Consideration

(0.29) - n/a

Depreciation and Amortisation (D&A) (1.05) (0.59) (76%)

Net Profit Before Tax 1.55 2.00 (23%)

Income Tax Benefit (Expense) 0.09 (0.17) 151%

Net Profit After Tax 1.63 1.83 (11%)


Net Cash Held


15.73


5.23


201%

Employees (FTE) 173 106 63%


Operating expenses were up 32% reflecting the investment into personnel, premises and development for global

expansion as well as one-off costs associated with Serko’s ASX foreign-exempt listing completed in June 2018 and

professional fees related to the purchase of InterplX.

Excluding non-cash costs, operating costs increased by $4.9 million. Non-cash costs included $0.5 million in

depreciation and amortisation and a further $0.3 million related to the acquisition of InterplX.


3


Consideration for the InterplX acquisition was by way of issuance of Serko shares, half of which is deferred and

contingent on InterplX achieving key milestones. As a result, the liability for the deferred component of this

acquisition will vary according to the trading price of the shares at balance date and up until the shares are issued.

An increase in the Serko price therefore results in an accounting entry that reduces Serko’s profit and increases

the contingent consideration liability which is then extinguished on share issue. The final number of shares issued

is subject to InterplX meeting the revenue targets as set out in the purchase agreement.

Earnings before interest, tax, depreciation, amortisation and fair value remeasurement on contingent

consideration (EBITDAF) was 19% up at $2.6 million compared to the prior year at $2.2 million, ahead of guidance.

Net profit after tax (NPAT) was $1.6 million down marginally on the prior year’s $1.8 million, affected by the non-

cash fair value remeasurement adjustment for the deferred consideration relating to the InterplX acquisition. The

result reflects Serko’s determination to deliver a positive bottom line result, while still investing to take advantage

of the significant growth opportunities it sees around the world.

Serko transitioned from a research and discovery phase in the Northern Hemisphere to a development and

delivery phase. This required considerable Zeno development work, including porting a broad range of new

content (including rail) onto the Zeno platform.

Reflecting this development work, we have capitalised more development costs than we did in the 2018 financial

year. Total R&D expenses were up 87% to $9.2 million, with $6.7 million capitalised compared to the prior year

of $0.4 million. While this is a considerable investment, we are building to deliver on signed agreements with

Northern Hemisphere Travel Management Companies (TMCs) and there are a number of corporates we expect

to take up Zeno once the development work is completed.

Serko Chairman Simon Botherway said: “Serko has delivered another successful year. In the Australasian business

we have benefited from growing transactions and increasing Average Revenue per Booking as we both gain new

customers and more customers transfer to our premium Zeno travel and expense management solution.

“In the new North American and United Kingdom (UK) markets, it is very pleasing to note the number, and market

presence, of those TMCs who have signed agreements to roll out Zeno to their customers, including Carlson

Wagonlit Travel in the US, one of the world’s largest TMC’s.

“Demand for Zeno in North America has exceeded our in-house capacity to deliver. In response, we have boosted

our resourcing and prioritised development as we configure Zeno to meet the operational and marketing needs

of these customers. This includes integrating complex travel content and associated services, as well as

customised TMC integration work.

“Our expanded team and the use of contractors will result in the progressive delivery of the commercial Zeno roll

out in the US commencing early in the second half of the 2020 financial year. This investment will result in another

year of cash burn, however this is an extraordinary level of investment, which is subsequently expected to

normalise in the 2021 financial year. We expect to accommodate this investment within our existing balance

sheet resources. We anticipate that the customer agreements we have signed to date will generate strong

revenue and EBITDAF growth in years to come.

“Meanwhile, we have improved our ability to service these customers with the acquisition of InterplX, which

enhances our suite of expense management solutions and gives us a US-based software development capability

close to our North American TMC partners.


4


“We remain well funded following the completion of an oversubscribed $15.0 million ($14.3 million net of costs)

capital raising in August 2018. Serko ended the financial year with a net $15.7 million of cash on hand, having

invested a net $3.8 million of our cash reserves primarily into system development for international growth.

“Serko remains focused on delivering on the strong potential the company sees in new markets as well as

continuing to drive the uptake of its services, particularly its premium Zeno solution.”

GROWTH STRATEGY

Serko Chief Executive and Co-Founder Darrin Grafton said: “The strategic focus on growing Average Revenue per

Booking and increasing Serko’s customer base has underpinned the company’s financial performance. Meanwhile

Serko has laid the foundations for sustained growth in new markets.

“The first thing we had to do in Europe and North America was validate Zeno and we are delighted with the

response we have received over the last year. Zeno resonates in these markets and the pipeline of customers

continues to grow. The demand for Zeno demonstrates that Serko is leading technological innovation in the

sector.

“Investment for these markets has seen our headcount increase to 173 from 106 at the same time a year ago.

We have made new hires at all levels of the company to increase the speed of development and ensure readiness

for global deployment, configuration and support.

“We are currently in the development phase of Zeno as a global platform for the future. We are evolving the

product, recognising the differing systems and processes used within each new market and, of course, porting

the relevant content to Zeno. Over the 2020 financial year the benefits of that ongoing investment will become

apparent as we move from start-up to scale-up in those markets.


AUSTRALASIA

“Thanks largely to the Australasian market, where Serko enjoys a sizable market share of all corporate travel

bookings, we lifted recurring revenues in the 12 months to 31 March 2019. This included a 20% lift in travel

platform revenues and a 19% increase in content revenues. Expense platform revenues rose by 76%, including

the contribution from InterplX.

“In excess of 85% of our TMC’s in the Australasian region have agreed to make Zeno available to their customers

and are actively promoting the benefits of Zeno. We have seen a steady migration of customers to Zeno from

Serko Online.

“With Tandem (Air New Zealand’s TMC) signing last year and now Orbit (House of Travel’s corporate travel arm)

signing this year and choosing Zeno as their preferred booking tool, we have gained blanket coverage of the

Australasian corporate travel and expense management market for all the medium and large TMCs.

“We migrated Tandem’s customers to our platform during the first quarter of the financial year and have started

to roll out our solutions to Orbit’s customers in New Zealand and Australia. In addition, Serko and Flight Centre

have agreed a four-year extension of services which resulted in an uplift to revenue from October 2018 onwards.

“These agreements give us confidence that we can continue to extend our share of what is now a maturing market

in Australasia and grow Average Revenue per Booking, while continuing to benefit from growth in the market as

a whole.


5


NORTH AMERICA AND EUROPE

“In the US we signed Flight Centre, CWT and Direct Travel as new TMC customers for the Zeno platform, and we

expect these TMCs to be able to progressively extend the offering beyond ‘beta’ customers in the second half of

the 2020 financial year.

“In Canada we signed the Custom Travel Solutions and Voyages Encore Travel TMCs and we are working to

complete content integration, language features and system optimisation for both clients.

“In the UK we integrated UK rail content to Zeno for these customers, which is essential for UK corporates as they

compare travel itinerary alternatives.

“The intensive development programme underway is key to setting the foundations for scale for both our TMCs’

operational needs and the corporations that will use our software.”


TECHNOLOGICAL INNOVATION

“Our efforts to grow Average Revenues per Booking and customer numbers have been supported by the third leg

of our strategy: continued technological innovation.

“We achieved a world first when Zeno received IATA certification of its connection to the Qantas Distribution

Platform (QDP). Qantas, via QDP, is among the first airlines making use of the New Distribution Capability (NDC)

data transmission standard, which allows Zeno customers to access key Qantas travel-related content such as

frequent flyer information and seat and meal select.

“Similarly, we also connected Zeno to the NDC Exchange, a distribution service developed by APTCO and SITA

based on the NDC standard. Through this relationship Zeno gained access to Air Canada and British Airways

travel-related content.

“NDC is becoming the new platform for distribution in the sector and we have demonstrated a market-leading

capability to link to NDC-enabled systems or via legacy systems. These partnerships provide blueprints for how

we can link with other airlines using the NDC standard in the future and deliver new opportunities to grow travel

content related revenues.

“Zeno is also assisting our TMC’s to stay ahead of competing technological innovations in the sector. In the prior

year we assisted Flight Centre with its migration to the Sabre global distribution system and this year developed

and launched Flight Centre’s Savi platform.

“We have also integrated ride sharing service Uber with our expense management tools. This allows trip

information to be sent directly from an Uber for Business account to a Zeno user’s expense report. Finally, we

have continued to invest in the resilience of the platform to ensure it can accommodate the growing demands on

our infrastructure” Mr Grafton said.

OUTLOOK

“Serko is in an exciting transitionary phase as we invest in the development of our global travel and expense

management platform for the future. Over the year we expect to make significant progress in completing

development and the commercial roll out of Zeno for each new international market. We expect Northern

Hemisphere revenues to ramp up particularly in the second half” Mr Botherway said.


6


“Internationalisation and the integration of new content and services are critical to delivery of the three pillars

of our strategy – (1) growing our customer base; (2) making more revenue from each travel booking made through

our platform; and (3) continuing to innovate and drive the development and adoption of our technology.

“It is still too early to be definitive about the outcome for the 2020 financial year. However, at this stage we expect

Total Operating Revenue growth of between 20% and 40% in the year to 31 March 2020. As we remain in the

build phase and have a significant development workload ahead of us, we have prioritised delivery to the markets

and customers that represent the best opportunity for Serko. As EBITDAF is a small margin of revenue, the

reported EBITDAF will be dependent on the revenue growth we achieve and the extent of capitalisation of

internally developed software. Further guidance will be provided at our Annual Shareholders Meeting in August,”

Mr Botherway said.


Notes:


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

GAAP and therefore may not be comparable to similar financial information presented by other entities. 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 information to investors to assess business

performance. A reconciliation of Net Profit to EBITDAF can be found in the Annual Report and Investor Presentation dated

the same date as this announcement.


1


Serko acquired US based expense management software company, InterplX Inc on 20 December 2018 in exchange for

shares of Serko with 50% issued on completion and 50% issued on 31 January 2020. The InterplX results are included in the

consolidated results from 1 January 2019.

2

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

3

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

Depreciation, Amortisation and Fair value remeasurement on contingent consideration. Serko uses this as a useful indicator

of cash profitability.

4

Peak 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). This is calculated on an

annualised basis on a constant currency basis based on the daily weekday average multiplied by standard 260 weekdays in a

year. Peak ATMR month was February for both 2018 and 2019 financial years.

5

In December 2018 Serko said it expected revenue for the 2019 financial year to rise between 20% and 30% over the result

achieved in the 2018 financial year. It also said EBITDA would be in line with prior 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




7


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 AUD $6 billion 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) and Australian Securities Exchange

(ASX:SKO). Serko employs more than 170 people worldwide, with its headquarters in New Zealand, and offices

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

---

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, company.secretary@serko.com

Incorporated in New Zealand ARBN 611 613 980



Serko Limited

Results for Announcement to the Market


Reporting Period 12 months to 31 March 2019

Previous Reporting Period 12 months to 31 March 2018

Currency NZD



12 months ended

31 March 2019

(NZD$000)

Percentage change

Revenue from ordinary

activities

23,361 Up 27.8%

Profit (loss) from ordinary activities

after tax attributable

to security holder

1,633 Down 10.9%

Net profit (loss) attributable to

security holders

1,633 Down 10.9%


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 2019 March 2018


CENTS (NZD) CENTS (NZD)

Net tangible assets per

security

19.38 9.04


Commentary on results


Net tangible assets per security increased due to higher level of capitalisation of internally developed software. Refer to

page 26 of the Annual Report, management commentary on research and development costs.


For additional 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 2019, and the Annual Report generally.


The audited consolidated financial statements for the year ended 31 March 2019 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.


Pursuant to ASX listing rule 1.15.3, Serko Limited confirms that it continues to comply with the rules of its home exchange

(NZX Main Board).


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

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



Susan Putt,

Chief Financial Officer

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

investor.relations@serko.com

22 May 2019

---

2019
RESULTS

PRESENTATION

•This presentation has been prepared by Serko Limited.
•All information is current at the date of this presentation, unless stated otherwise. All currency amounts are in NZ dollarsunless stated otherwise.

•Information in this presentation

•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of securities in Serko

Limited for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or investment advice;

•should be read in conjunction with, and is subject to, Serko’s 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 information for illustrative purposes only and should not be relied upon as (and is not) an indication of future

performance;

•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy 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 auditors. Non-GAAP measures are used by management to

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

Disclaimer

2

CEO Introductions
Strategic Update

Financial Highlights

Outlook

3

Darrin Grafton
4

STRATEGIC UPDATE
5

TECHNOLOGY INNOVATION
Zeno grew from a concept to a complete product and was deployed globally across

hundreds of customers

•Zeno was the first online travel and expense solution globally to be certified NDC* Level 3 by IATA, with

NDC solutions rolled out with ATPCO NDC Exchange and a strategic alliance with Qantas

•We built and launched SAVI, a unique solution customised for Flight Centre, and secured an ongoing

technology development fund for customising SAVI features

•We built and launched the AskZenochatbot and rolled out a product integration and partnership with

Uber for Business

•We scaled our product architecture for global growth

•We were recognised for our excellence in innovation in our industry

6

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

transmission standard that enhances the communication between airlines, travel agents, and aggregators. Learn all about NDS at www.zeno.travel/NDC

GROWING OUR CUSTOMER BASE
We extended our market leadership in Australia & New Zealand and established reseller

partnerships in North America and Europe

•Australasian growth and transition to Zeno has ramped up with over 85%* reseller agreements signed

•Tandem Travel (Air New Zealand corporate travel management division) migrated its customer base to

Zeno

•Orbit Travel (House of Travel corporate travel arm) began to roll out Zeno to its customers across Australia

and New Zealand

•Flight Centre is transitioning its customers to SAVI, a custom-developed solution

•In the US and Canada we signed reseller partnerships with CWT (one of the world’s largest), Direct

Travel/Vision (part of the ATPI Group), FCM USA, Voyages Travel Encore and Custom Travel Solutions

•ATPI Group deployed Zeno to its first customers in the UK

7

*As measured by share of transaction volume for FY19

BUILDING REVENUE
Implementing

RevenueSigning

8

GROWING ARPB
The first resellers and customers began migrating to Zeno at a premium transaction cost

and we laid the foundations for more widespread adoption

•Zeno transition increases ARPB through increased transaction booking fee as well as increasing

additional content uptake

•We expanded our content offerings with the option to book rail content across UK and we added

regional airlines in Australia and New Zealand. RoomITwas added and we integrated our Expense

solution with UBER for Business. Virtual credit card options with Confermaare increasing

•Cross selling of Expense with Travel solutions

•Acquisition of US based InterplX, an expense management software company which provides

additional services through audit and agency payment provision

9

PERFORMANCE DASHBOARD
PROFITREVENUEACTIVITYCOSTS

FY19 VS FY18

NET PROFIT

AFTER TAX

$1.6m

EBITDAF

1

up 19% over prior

year

$2.6m

OPERATING

REVENUE

28%

Operating revenue

from core products

plus services

revenue

$23.4m

RECURRING

REVENUE

2

26%

Recurring revenue (core

product revenue only)

89% of total operating

revenue

$20.7m

TOTAL

INOME

28%

Total income from

all sources including

grants

$24.6m

PEAK ATMR

3

41%

Indicator of future

growth potential

based on current

trading

$26m

ONLINE

BOOKINGS

17%

Travel platform

booking growth

against prior

corresponding year

17%

R&D COSTS

4

87%

39% of Revenue

Opex$2.4m

Capex $6.7m

$9.2m

OPERATING

EXPENSES

32%

Net FTE

5

increase in

the year of 67

$23.3m

Notes 1 –5: Refer to Appendix for Definitions

See Slide 13 of this presentation for a reconciliation of Net Profit to EBITDAF

Note 3 -Peak AnnualisedTransactional Monthly Revenue (ATMR) of $26m is as at February 2019. This includes InterplXacquired in Dec 2018. Excluding InterplX, ATMR would be $22.5m representing a 23% increase on prior year.

10

PEAK ATMR
3

41%

ONLINE

BOOKINGS

17%

ATMR RISES IN LINE WITH

STRONG TRANSACTION GROWTH

ONLINE BOOKINGS

PEAK ATMR

11

*ATMR is shown before and after the acquisition of InterplX, the results of which are included effective from January 2019. Peak ATMR is February for both 2019 and 2018

Services revenue
Revenue by Type

Travel platform revenue

Expense platform revenue

Content commissions

Other revenue

Recurring revenue

Recurring revenue %

Total operating revenue

Total revenue and other income

Australia

New Zealand

North America

Other

Revenue by Geography

15,948

2,710

1,538

467

20,663

89%

2,698

23,361

24,576

18,238

3,440

1,471

212

23,361Total operating revenue

FY18

$000

13,283

1,539

1,288

334

16,444

90%

1,835

18,279

19,273

16,599

1,038

457

185

18,279

$000

2,665

1,171

250

133

4,219

863

5,082

5,303

1,639

2,402

1,014

27

5,082

%

20%

76%

19%

40%

26%

47%

28%

28%

10%

231%

222%

15%

28%

change

Total other income

Government grants

Sundry income

1,208

7

956

38

252

(31)

26%

-82%

1,21599422122%

CONTINUED

REVENUE GROWTH

OPERATING

REVENUE

28%

12

24,576
(23,320)

1,546

290

87

1,633

(87)

(290)

1,048

287

2,591

Net Profit Summary

EBITDAF Reconciliation

FY18

$000

Total income

Operating expenses

19,273

(17,684)

Percentage of operating revenue-97%

Net profit before tax2,003

Percentage of operating revenue11%

Net finance income 414

Income tax benefit (expense)(171)

Net profit after tax 1,832

Add back/(deduct): income tax expense

Deduct: net finance income

Add back: depreciation and amortisation

Add back: fair value remeasurement*

171

(414)

597

-

EBITDAF 2,186

EBITDAF margin12%

change

$000

5,303

(5,636)

(457)

(124)

258

(199)

(258)

124

451

287

405

%

28%

-32%

-23%

-30%

151%

-11%

-151%

30%

76%

n/a

19%

EBITDAF GROWTH

EBITDAF

19%

13

*Fair value remeasurement of contingent consideration on deferred consideration for InterplXacquisition added to EBITDA as non-cash expense

2,425
9,165

(876)

754

(6,740)

2,303

PRODUCT

INVESTMENT

INCREASES WITH

GLOBAL

EXPANSION

R&D Costs

Research costs (excluding amortisation

of amounts previously capitalised)

FY18

$000

4,523

Total R&D costs (including amounts capitalised)

4,906

Percentage of operating revenue27%

Less: Government grants

Add: Amortisationof capitaliseddevelopment costs

(956)

412

Less: capitalisedproduct development costs(383)

Net product development costs3,979

Percentage of operating revenue22%

$000

(2,098)

4,259

80

342

(6,357)

(1,676)

%

-46%

87%

8%

83%

1660%

-42%

change

Percentage of R&D costs8%

R&D

87%

14

FINANCE
•One off ASX Foreign Exempt Listing and InterplXacquisition costs were $0.4 million

•Oversubscribed capital raise of $15 million ($14.3 million net of costs)

•Closing cash balances were $15.7 million

•Net cash movement for the year, excluding funds raised, was $3.8 million decrease

•Headcount (FTE) has increased to 173 as at 31 March 2019 by 67 from 106 in the prior year

OTHER HIGHLIGHTS

15

•Total Operating Revenue Growth expected to be in the range of 20%-40%
•Positive EBITDAF is dependant on continued capitalisation of internally developed

software and achieving revenue growth at high end of guidance due to scaling of

operations for signed contracts

•Further guidance will be given at Annual Shareholders Meeting in August 2019

OUTLOOK

16

QUESTIONS
17

18

For further information refer to Serko’s website www.serko.comand its 2019 Annual Report which can be found under Investor Centre.
•Serko provides innovative cloud based corporate travel and expense technology solutions.

•Founded in 2007 by Darrin Grafton and Robert Shaw, Serko listed on the New Zealand stock exchange in June 2014, and

more recently in June 2018, has listed as a foreign exempt listing on the Australian Securities Exchange. Serko remains

founder led. Serko trades under the ticker ‘SKO’.

•Serko is a leading supplier of technology solutions for Travel Management Companies (TMCs) in Australasia and is now

expanding into Northern Hemisphere markets with signed global supply arrangements.

•The majority of Serko’s revenue comes from Travel Management Companies (TMCs) who provide our solution to their

corporate customers.

•Serko is head quartered in New Zealand and employs more than 170 people worldwide including offices in Australia, United

States and China and India.

ABOUT SERKO

19

Zeno Travel
ABOUT SERKO

Zeno Expense

Zeno Travel is an Online

Booking Tool (OBT) that

corporate travellers use to

book flights, trains,

hotels, rental cars and

airport transfers in line

with their corporate travel

policies.

Zeno Expenseautomates

the process of corporate

card and out-of-pocket

expense submission,

reconciliation and

reimbursement

20

OUR CUSTOMERS
21

TMCsExample corporates

The majority of Serko’s revenue comes from Travel Management Companies (TMCs) that act as reseller partners,

providing our solutions to their corporate customers as part of their overall managed travel service.

$
Corporate travellermakes a

booking via Serko

Online/Zeno

Booking and other fees

Serko charges the TMCs a fee per booking (which

varies based on volume).

Year Ended 31 March2019

Travel platform booking revenue

Expense platform revenue

Supplier commissions revenue

Other revenue

15,948

2,710

1,538

467

Recurring Product Revenue20,663

Services revenue2,698

Total Revenue23,361

$

Travellerbooks hotel or taxi

via Serko Online/Zeno

Supplier commission

Serko also generates revenue through commissions

on hotels, rental cars, airport transfers and other

travel providers that are booked through its

platform.

$

Travellerdownloads and

uses Serko Mobile

Mobile subscription

$

Travellersubmits receipts

using Serko Expense/Zeno

Monthly user fee

Serko Expense customers pay a fee based on the

number of active users each month directly to

Serko.

Additional Services

Serko also earns other miscellaneous revenue such

as mobile licenses

Services Revenue

$

Paid customisation, market place integration or

implementation assistance

COMMERCIAL MODEL

22

HISTORIC MEASURES
Total revenue growth (%)

Revenue growth –Travel Platforms (%)

Total travel booking transactions (000s)

Online booking transactions

1

(000s)

Online transaction growth (%)

Recurring product revenue as % total revenue

Operating costs

2

(% change)

Employees (number at end of year -FTE)

Average revenue per FTE (NZD$000)

Research & development costs -expense and capex (NZD$000)

Annualisedtransactional monthly revenue (ATMR) (NZD$m)

Selected Operational Metrics

27%

41%

987

821

35%

84%

35%

47

119

2,340

*

FY13

39%

12%

1,107

1,011

23%

71%

62%

87

100

3,387

*

FY14

55%

62%

1,588

1,468

45%

80%

105%

133

94

5,762

*

FY15

27%

49%

2,407

2,262

54%

93%

13%

127

101

6,268

11.2

FY16

9%

8%

2,913

2,673

18%

91%

(10%)

108

122

5,836

15.3

FY17

28%

23%

3,526

3,207

20%

90%

(5%)

106

170

4,906

18.4

FY18

1 –Online bookings exclude Offline and Custom bookings (system generated bookings) which are included in Online booking pricingor at a reduced rate

2 –Operating costs are Operating Expenses excluding depreciation and amortisation and fair value remeasurements of contingent consideration

* indicates not previous measured or reported

28%

20%

4,138

3,743

17%

89%

29%

173

167

9,165

26.0

FY19

23

DEFINITIONS
•Peak ATMR (AnnualisedTransactional Monthly Revenue) is a non-GAAP measure. Serko uses this as a useful indicator of recurring revenues from Serko

products. It is calculated by annualisingthe combination travel and expense platform monthly revenues for the most recent non-seasonal month. The

travel platform revenue is annualisedby taking the monthly online booking transactions divided by the number of weekdays for that month multiplied by

the average ARPB and multiplied by 260 days. The expense platform revenue is based on the monthly revenue from active users multiplied by 12 months.

•ARPB (Average Revenue Per Booking) is a non-GAAP measure.Serko uses this as a useful indicator of the combined value from transactional booking

fees and the supplier commissions earned from the travel platform. It is calculated by taking total travel platform booking revenue and supplier

commission revenue divided by the total number of bookings.

•Recurring product revenue (a non-GAAP measure) is the recurring revenue derived from transactions and usage of Serko products bycontracted

customers. It excludes revenues from customisedsoftware development (services revenue).

•R&D (Research & Development) costs is a non-GAAP measure representing the internal and external costs related to R&D both expensed and

capitalised.

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

Fair value remeasurement of contingent consideration.

•FTE = Full time equivalent employee.

24

THANK YOU

---

1
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

ANNUAL

REPORT

2019

2
SERKO ANNUAL REPORT

ABOUT

SERKO

3
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

OUR

ABOUT

PURPOSE

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

AUD $6 billion 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), and Australian Securities Exchange

(ASX:SKO). Serko employs more than 170 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

28%

Operating Revenue Growth to $23.4m

$15.7m

Cash balances increased from $5.2m

with net capital raise of $14.3m

Net Profit After Tax

$1.6m

Increase in booking transactions

17%

$2.6m

EBITDAF 19% increase over

prior year, margin of 11%

$26m

Peak ATMR, 41% increase over

same month prior year

$24.6m

Total Income

5
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

28%

Operating Revenue Growth to $23.4m

$15.7m

Cash balances increased from $5.2m

with net capital raise of $14.3m

Net Profit After Tax

$1.6m

Increase in booking transactions

17%

$2.6m

EBITDAF 19% increase over

prior year, margin of 11%

$26m

Peak ATMR, 41% increase over

same month prior year

$24.6m

Total Income

6
SERKO ANNUAL REPORT

BUILDING

FOUNDATIONS FOR

THE NEXT PHASE

OF GROWTH

This annual report is dated 22 May 2019 and is signed on behalf of the Board of Directors (Board) 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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

CEO AND CHAIRMAN’S LETTER

Dear Fellow Shareholders,

Serko has continued to deliver to strategy, with revenue

growth and profitability at the upper end of guidance.

We continued to enjoy strong growth in our maturing

Australasian business and made good progress laying the

foundations for our next phase of development — growing into

new Northern Hemisphere markets.

In the Australasian business we have benefited from growing

transactions and increasing Average Revenue per Booking

(ARPB) as we both gain new customers and more customers

transfer to our premium Zeno travel and expense management

solution.

In the new North American and United Kingdom (UK) markets

it is very pleasing to note the number, and market presence, of

those Travel Management Companies (TMCs) who have signed

agreements to roll out Zeno to their customers, including

Carlson Wagonlit Travel in the US, one of the world’s largest

TMC’s.

Demand for Zeno in North America has exceeded our in-house

capacity to deliver. In response, we have boosted our resourcing

and prioritised development as we configure Zeno to meet the

operational and marketing needs of these customers. This includes

integrating complex travel content and associated services, as well

as customised TMC integration work. Our expanded team and

the use of contractors will result in the progressive delivery of the

commercial Zeno roll out in the US commencing early in

the second half of the 2020 financial year.

This investment will result in another year of cash burn, however

this is an extraordinary level of investment, which is subsequently

expected to normalise in the 2021 financial year. We expect to

accommodate this investment within our existing balance sheet

resources. We anticipate that the customer agreements we have

signed to date will generate strong revenue and EBITDAF growth

in years to come.

Meanwhile, we have improved our ability to service these

customers with the acquisition of InterplX effective

January 2019, which enhances our suite of expense

management solutions and gives us a US-based software

development capability close to our North American

TMC partners.

We remain well funded following the completion of an

oversubscribed $15.0 million ($14.3 million net of costs)

capital raising in August 2018. Serko ended the financial year

with a net $15.7 million of cash on hand, having invested a

net $3.8 million of our cash reserves primarily into system

development for international growth.

FINANCIAL RESULTS

Total Operating Revenue for the year to 31 March 2019 rose

28% to $23.4 million from $18.3 million in the same period

a year ago, a result that is at the upper end of guidance.

Recurring revenue rose 26% to $20.7 million from $16.4

million in the same period a year ago. Within this result there

is a three-month contribution ($0.9 million) from InterplX.

Peak fourth quarter ATMR (excluding the contribution from

InterplX), an indicator of future recurring product revenue,

rose 23% to $22.5 million from $18.4 million at the same

time a year ago. Including InterplX, peak ATMR rose 41% to

$26.0 million.

Earnings before interest, tax, depreciation, amortisation

and fair value remeasurement of contingent consideration

(EBITDAF) was 19% up at $2.6 million compared to the prior

year at $2.2 million, ahead of guidance. Operating expenses

were up 32% reflecting the investment into personnel,

premises and development for global expansion as well as

one-off costs associated with Serko’s ASX foreign-exempt

listing completed in June 2018 and professional fees related

to the purchase of InterplX.

Serko transitioned from a research and discovery phase in the

Northern Hemisphere to development and delivery phase.

This required considerable Zeno development work, including

porting a broad range of new content (including rail) onto the

Zeno platform.

Reflecting this development work, we have capitalised more

development costs than we did in the 2018 financial year.

Total Research and Development (R&D) expenses were up

87% to $9.2 million, with $6.7 million capitalised compared

to the prior year of $0.4 million. While this is a considerable

investment, we are building to deliver on signed agreements

Operating Revenue up

28% to $23.4 million

EBITDAF up 19% to

$2.6 million

8
SERKO ANNUAL REPORT

with Northern Hemisphere TMCs and there are a number of

corporates we expect to take up Zeno once the development

work is completed.

Net profit after tax (NPAT) at $1.6 million was marginally

down on the prior year’s $1.8 million affected by the

non-cash fair value remeasurement adjustment for the

deferred consideration relating to the InterplX acquisition.

The result reflects Serko’s determination to deliver a positive

bottom line result, while still investing to take advantage of

the significant growth opportunities it sees around the world.

GROWTH STRATEGY

The first thing we had to do in Europe and North America was

validate Zeno and we are delighted with the response we have

received over the last year. Zeno resonates in these markets

and the pipeline of customers continues to grow. The demand

for Zeno demonstrates that Serko is leading technological

innovation in the sector.

Investment for these markets has seen our headcount increase

to 173 from 106 at the same time a year ago. We have made

new hires at all levels of the company to increase the speed

of development and ensure readiness for global deployment,

configuration and support.

The Board has been impressed by the resilience of our people

in not only adapting to this fast rate of growth but also for

their generosity in welcoming and integrating new people into

the team. On behalf of shareholders we thank them for their

efforts.

We are currently in the development phase of Zeno as a

global platform for the future. We are evolving the product,

recognising the differing systems and processes used within

each new market and, of course, porting the relevant content

to Zeno. Over the 2020 year the benefits of that ongoing

investment will become apparent as we move from start-up

to scale-up in those markets.

AUSTRALASIA

Thanks largely to the Australasian market, where Serko enjoys

a sizable market share of all corporate travel bookings, we

lifted recurring revenues in the 12 months to 31 March 2019.

This included a 20% lift in travel platform revenues and a 19%

increase in content revenues. Expense platform revenues rose

by 76%, including the contribution from InterplX.

In excess of 85% of our TMCs in the Australasian region have

signed agreements to make Zeno available to their customers

and are actively promoting the benefits of Zeno. We have seen

a steady migration of customers to Zeno from Serko Online.

With Tandem (Air New Zealand’s TMC) signing last year and

now Orbit (House of Travel’s corporate travel arm) signing this

year and choosing Zeno as their preferred booking tool, we

have gained blanket coverage of the Australasian corporate

travel and expense management market for all the medium

and large TMCs.

We migrated Tandem’s customers to our platform during

the first quarter of the financial year and have started to roll

out our solutions to Orbit’s customers in New Zealand and

Australia. In addition, Serko and Flight Centre have agreed a

four-year extension of services, which resulted in an uplift to

revenue from October 2018 onwards.

These agreements give us confidence that we can continue

to extend our share of what is now a maturing market in

Australasia and grow Average Revenue Per Booking, while

continuing to benefit from growth in the market as a whole.

NORTH AMERICA AND EUROPE

In the US we signed Flight Centre USA, CWT and Direct Travel

as new TMC reseller partners for the Zeno platform, and we

expect these TMCs to be able to progressively extend the

offering beyond ‘beta’ customers in the second half.

In Canada we signed the Custom Travel Solutions and Voyages

Encore Travel TMCs and we are working to complete content

integration, language features and system optimisation for

both clients.

We are delighted with

the response to Zeno

in Europe and North

America

In the UK, we integrated UK rail content to Zeno for these

customers, which is essential for UK corporates as they

compare travel itinerary alternatives.

The intensive development program underway is key to setting

the foundations for scale for both our TMCs’ operational needs

and the corporations that will use our software.

9
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

TECHNOLOGICAL INNOVATION

Our efforts to grow average revenue per booking and

customer numbers have been supported by the third leg of our

strategy: continued technological innovation.

We achieved a world first when Zeno received IATA

certification of its connection to the Qantas Distribution

Platform (QDP). Qantas, via QDP, is among the first airlines

making use of the New Distribution Capability (NDC) data

transmission standard, which allows Zeno customers to access

key Qantas travel-related content, such as frequent flyer

information and seat and meal select.

Similarly, we also connected Zeno to the NDC Exchange, a

distribution service developed by APTCO and SITA based on

the NDC standard. Through this relationship, Zeno gained

access to Air Canada and British Airways

travel-related content.

NDC is becoming the new platform for distribution in the

sector and we have demonstrated a market-leading capability

to link to this content through NDC direct connections or via

legacy platforms. These partnerships provide blueprints for

how we can link with other airlines using the NDC standard

in the future and deliver new opportunities to grow travel

content-related revenues.

Zeno is also assisting our TMCs to stay ahead of competing

technological innovations in the sector. In the prior year we

assisted Flight Centre with its migration to the Sabre global

distribution system and this year developed and launched

Flight Centre’s Savi platform. We have also integrated ride

sharing service Uber with our expense management tools.

This allows trip information to be sent directly from an Uber

for Business account to a Zeno user’s expense report. Finally,

we have continued to invest in the resilience of the platform

to ensure it can accommodate the growing demands on our

infrastructure.

OUTLOOK

Serko is in an exciting transitionary phase as we invest in the

development of our global travel and expense management

platform for the future. Over the year we expect to make

significant progress in completing development and the

commercial rollout of Zeno for each new international market.

We expect Northern Hemisphere revenues to ramp up

particulary in the second half of the 2020 financial year.

Internationalisation and the integration of new content

and services are critical to delivery of the three pillars of

our strategy – growing our customer base; making more

revenue from each travel booking made through our platform;

and continuing to innovate and drive the development and

adoption of our technology.

It is still too early to be definitive about the outcome for the

2020 financial year. However, at this stage we expect Total

Operating Revenue growth of between 20% and 40% in the

year to 31 March 2020. As we remain in the build phase and

have a significant development workload ahead of us, we

will prioritise delivery to the markets and customers that

represent the best opportunity for Serko.

Further guidance will be provided at our Annual Shareholders

Meeting in August.

Signed Chair and CEO

DARRIN GRAFTONSIMON BOTHERWAY

CEOCHAIRMAN

10
SERKO ANNUAL REPORT

STRATEGIC

OVERVIEW

Oer premium,

integrated global

solutions

Expand into new

territories through

strategic alliances and

reach the unserved SME

market

Grow ARPB by

oering 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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

TECHNOLOGY INNOVATION

GROW CUSTOMER BASE

GROW ARPB

What we achieved:

• Tandem Travel (Air New Zealand corporate travel management division) migrated its customer base to Zeno, and Orbit

Travel (House of Travel’s corporate travel arm) began to roll out Zeno to its customers across Australia and

New Zealand

• In the US and Canada we signed reseller partnerships with CWT, Direct Travel, FCM USA, Vision Voyages, Encore

and Custom Travel Solutions

• ATPI deployed Zeno to it’s first customers in the UK

Our focus for FY20:

• Develop the content and systems integration with our reseller partners to enable large-scale deployment of Zeno in

North America

• Activate our reseller sales channels in North America to gain market share in their existing customer base

• Develop a best-in-class sales enablement program to support our partners globally to win and retain more

customers with Zeno

What we achieved:

• We signed ~85%** of our existing reseller partners to offer Zeno to their customer bases

• Existing customers, including Flight Centre and Queensland State Government, signed agreements to upgrade from our

legacy products to premium solutions, with associated transaction price uplift

• We expanded our content offerings with the option to book rail content in relevant markets and we added regional

airlines in Australia and New Zealand

Our focus for FY20:

• Commercialise our NDC-enabled solutions through airline and GDS partnerships globally

• Extend our Marketplace framework to incorporate content from suppliers in new categories of travel spend

• Capitalise on the opportunity to offer an integrated expense management offering into our existing travel customer base

*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 communications between airlines, travel agents and aggregators. Learn all about NDC at www.zeno.travel/NDC.

**As measured by share of transaction volume for FY19

Oer premium,

integrated global

solutions

Expand into new

territories through

strategic alliances and

reach the unserved SME

market

Grow ARPB by

oering increased

content and moving

customers to Zeno

What we achieved:

• Zeno was the first online travel and expense solution globally to be certified NDC* Level 3 by IATA, with NDC solutions

rolled out with ATPCO NDC Exchange and a strategic alliance with Qantas

• We built and launched SAVI, a unique solution customised for Flight Centre, and secured an ongoing technology

development fund for customing SAVI features

• We built and launched the AskZeno chatbot, rolled out a product integration and partnership with Uber for Business

and we scaled our product architecture globally

Our focus for FY20:

• Leverage opportunities in our software development and engineering practices to establish a competitive advantage in

performance and reliability globally

• Continue to develop usability and feature enhancements that extend our product leadership

• Build on our current products to launch a new generation of expense management solutions

Zeno grew from a concept to a complete product and was deployed globally

across hundreds of customers

We extended our market leadership in Australia & New Zealand and

established reseller partnerships in North America and Europe

The first resellers and customers began migrating to Zeno at a premium

transaction cost and we laid the foundations for more widespread adoption

12
SERKO ANNUAL REPORT

OUR PRODUCTS

Serko’s core product, Zeno, is an integrated travel and expense solution that is revolutionising the world

of corporate travel and expense management in the Australasian, UK and North America markets.

OUR CUSTOMERS

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

reseller partners, providing our solutions to their corporate customers as part of their overall

managed travel service.

INDUSTRY RECOGNITION

Zeno Travel is an Online Booking Tool (OBT) that corporate travellers

use to book flights, trains, hotels, rental cars and airport transfers in

line with their corporate travel policies.

This provides the oversight and control that travel managers need to

ensure spend is effectively managed, with the ease of use and

personalised experience that compels corporate travellers to use the

OBT and avoid travel program ‘leakage’.

Zeno does this with an intuitive interface that makes booking travel

super simple, intelligent technology that provides personalised

itinerary recommendations based on traveller preferences, and a global

marketplace that allows travellers to connect with preferred suppliers

at every stage of the journey.

The result is greater traveller satisfaction and increased compliance

and control over the entire travel program compared with legacy

corporate booking tools.

Zeno Travel

TMCsExample corporates

Zeno Expense automates the process of corporate card and

out-of-pocket expense submission, reconciliation and reimbursement.

Employees capture receipts via the mobile app, or email receipts

directly to Zeno, add a description or cost centre if needed and submit

for approval there and then. To make it even simpler, Zeno also offers

automated integrations with providers such as Uber for Business.

Zeno’s intelligent technology proactively identifies and manages

out-of-policy claims, preventing expense claim fraud and dramatically

streamlining the expense administration function.

Zeno also provides managers, approvers and finance teams with a full

suite of analysis tools that help them to run their Travel and expense

(T&E) budgets more effectively, identify problem areas and optimise

expense policies.

The result is less time wasted preparing, approving and processing

expense reports and less wastage on duplicate, out-of-policy or

fraudulent expense items.

Zeno Expense

Serko generates revenue through corporate

customers paying a booking fee per

transaction and through supplier commission.

Serko earns revenue through corporate

customers paying a fee per active user or per

expense report submitted.

PEOPLE’S CHOICE

BUSINESS TRAVEL

2

0

1

8

13
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

OUR PRODUCTS

Serko’s core product, Zeno, is an integrated travel and expense solution that is revolutionising the world

of corporate travel and expense management in the Australasian, UK and North America markets.

OUR CUSTOMERS

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

reseller partners, providing our solutions to their corporate customers as part of their overall

managed travel service.

INDUSTRY RECOGNITION

Zeno Travel is an Online Booking Tool (OBT) that corporate travellers

use to book flights, trains, hotels, rental cars and airport transfers in

line with their corporate travel policies.

This provides the oversight and control that travel managers need to

ensure spend is effectively managed, with the ease of use and

personalised experience that compels corporate travellers to use the

OBT and avoid travel program ‘leakage’.

Zeno does this with an intuitive interface that makes booking travel

super simple, intelligent technology that provides personalised

itinerary recommendations based on traveller preferences, and a global

marketplace that allows travellers to connect with preferred suppliers

at every stage of the journey.

The result is greater traveller satisfaction and increased compliance

and control over the entire travel program compared with legacy

corporate booking tools.

Zeno Travel

TMCsExample corporates

Zeno Expense automates the process of corporate card and

out-of-pocket expense submission, reconciliation and reimbursement.

Employees capture receipts via the mobile app, or email receipts

directly to Zeno, add a description or cost centre if needed and submit

for approval there and then. To make it even simpler, Zeno also offers

automated integrations with providers such as Uber for Business.

Zeno’s intelligent technology proactively identifies and manages

out-of-policy claims, preventing expense claim fraud and dramatically

streamlining the expense administration function.

Zeno also provides managers, approvers and finance teams with a full

suite of analysis tools that help them to run their Travel and expense

(T&E) budgets more effectively, identify problem areas and optimise

expense policies.

The result is less time wasted preparing, approving and processing

expense reports and less wastage on duplicate, out-of-policy or

fraudulent expense items.

Zeno Expense

Serko generates revenue through corporate

customers paying a booking fee per

transaction and through supplier commission.

Serko earns revenue through corporate

customers paying a fee per active user or per

expense report submitted.

PEOPLE’S CHOICE

BUSINESS TRAVEL

2

0

1

8

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 chaired the Financial

Markets Authority Establishment Board in 2010. Simon is currently a Director of Fidelity Life

Assurance and is a Guardian of the New Zealand Superannuation Fund.

Claudia Batten

Independent Non-executive Chairman, United States

Claudia is based in the United States. She holds an LLB (Hons) and BCA from Victoria University

(Wellington). Claudia has been a founding member of two highly successful entrepreneurial

ventures. The first venture was 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 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.

Clyde McConaghy

Independent Non-executive Chairman, Australia

Clyde is based in Australia. He holds a BBus, and an 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 O cer & 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 O cer & 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 2018

Appointed 5 April 2007

Appointed 5 April 2007, re-elected August 2018

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 Ocer (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 Ocer (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 rich expertise in travel and technology and a passion

for moving the industry forward. His career includes senior leadership positions at Deem,

Phocuswright, GroundLink, Sabre/GetThere and United Airlines. Tony is a long-time member of GBTA

and ACTE, and a former member of the Board of Directors of both ACTE and WINiT for Women.

15
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 chaired the Financial

Markets Authority Establishment Board in 2010. Simon is currently a Director of Fidelity Life

Assurance and is a Guardian of the New Zealand Superannuation Fund.

Claudia Batten

Independent Non-executive Chairman, United States

Claudia is based in the United States. She holds an LLB (Hons) and BCA from Victoria University

(Wellington). Claudia has been a founding member of two highly successful entrepreneurial

ventures. The first venture was 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 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.

Clyde McConaghy

Independent Non-executive Chairman, Australia

Clyde is based in Australia. He holds a BBus, and an 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 O cer & 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 O cer & 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 2018

Appointed 5 April 2007

Appointed 5 April 2007, re-elected August 2018

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 Ocer (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 Ocer (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 rich expertise in travel and technology and a passion

for moving the industry forward. His career includes senior leadership positions at Deem,

Phocuswright, GroundLink, Sabre/GetThere and United Airlines. Tony is a long-time member of GBTA

and ACTE, and a former member of the Board of Directors of both ACTE and WINiT for Women.

16
SERKO ANNUAL REPORT

People:

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

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. Serko’s first

Environmental Social and Governance (ESG) Report was

produced in 2018. The United Nations (UN) Sustainable

Development Goals (SDGs) have been adopted for

Serko’s ESG initiatives to be reported against.

Further information and our full ESG 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:

17
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

People:

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

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Serko remained profitable in the financial year with a net profit after tax of $1.6 million

against prior year $1.8 million. The result included increased non-cash elements which

affected net profit after tax. Refer below for EBITDAF analysis which excludes these non-cash

elements.

Annual total operating revenue grew by $5.1 million (28%) to $23.4 million from $18.3 million

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

predominantly from our Australasian operations. The company recognised $1.2 million in

grants from Callaghan Innovation and New Zealand Trade and Enterprise (NZTE) within other

income, leading to total income for the year of $24.6 million up 28% from $19.3 million for

the prior year.

Total operating expenses increased by $5.6 million to $23.3 million from $17.7 million in the

prior year with the planned expansion into Northern Hemisphere markets.

BUSINESS RESULTS

Year ended 31 March20192018Change%

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

Revenue23,36118,2795,08228%

Other income1,21599422122%

Total income24,57619,2735,30328%

Operating expenses(23,320)(17,684)(5,636)-32%

Percentage of operating revenue-100%-97%

Net finance income290414(124)-30%

Net profit before tax1,5462,003(457)-23%

Percentage of operating revenue7%11%

Income tax benefit (expense)87(171)258151%

Net profit after tax1,6331,832(199)-11%

Percentage of operating revenue7%10%

EBITDAF improved by $0.4 million (19%) from $2.2 million to $2.6 million. This was

driven by an increase in total income of $5.3 million offset by an increase in operating

costs (excluding depreciation, amortisation and fair value remeasurement of contingent

consideration) of $4.9 million.

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

Taxation, Depreciation, Amortisation and Fair value remeasurement of contingent consideration. Serko uses this

as a useful indicator of cash profitability.

Operating revenue excludes other income, which is primarily grants.

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION, AMORTISATION AND FAIR VALUE

(EBITDAF)

Year ended 31 March20192018Change%

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

Net profit after tax1,6331,832(199)-11%

Add back /(deduct): income tax(87)171(258)-151%

Deduct: net finance income(290)(414)12430%

Add back: depreciation and amortisation1,04859745176%

Add back: Fair value remeasurement of

contingent consideration287-287n /a

EBITDAF profit2,5912,18640519%

EBITDAF margin11%12%

19%

INCREASE

$1.6m

NET PROFIT

AFTER TAX

$2.6m

EBITDAF

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

INCOME

Year ended 31 March20192018Change%

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

Travel platform booking revenue15,94813,2832,66520%

Expense platform revenue2,7101,5391,17176%

Supplier commissions revenue1,5381,28825019%

Other revenues46733413340%

Recurring product revenue20,66316,4444,21926%

Percentage of total revenue89%90%

Services revenue2,6981,83586347%

Total revenue23,36118,2795,08228%

Other income1,21599422122%

Total income24,57619,2735,30328%

28%

TOTAL

REVENUE

INCREASE

28%

TOTAL

INCOME

INCREASE

Recurring product revenue was up 26% to $20.7 million from $16.4 million on the prior

year. Recurring revenue as a percentage of total revenue remains comparable to the prior

year at 89%. Unfavourable exchange rate movements in the second half negatively impacted

revenue by approximately -1%. Total revenue and Total Income including grants was up 28%.

Travel platform revenue grew by 20% for the year and was primarily related to a 17%

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

volume growth is owing to minimum volume commitments recognised over the period of the

contract term, as well as an increase in average revenue per booking (ARPB).

Minimum volume commitments contribute to revenue when actual volumes transacted are

less than the stated contractual commitments. Revenue from these sources in FY19 was

$0.7 million and is comparable to $0.6 million in the prior year. The anticipated transactional

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

over FY20.

ARPB increased marginally by 3% for the year owing to increased Zeno pricing. With

further uptake of Zeno expected in FY20, ARPB is expected to increase.

Serko launched its premium travel booking tool called Zeno during 2018 and now 85%* of

Australasian TMCs have signed contracts and can offer Zeno to their customers. Tandem,

Air New Zealand’s TMC, fully onboarded during FY19. New Zealand’s largest corporate

travel TMC, Orbit, is now commencing onboarding its customers. In the UK, ATPI has

completed beta testing and has onboarded initial customers. Development is under way for

NORAM markets, and beta trials continue with wider customer launches expected

during FY20.

*As measured by FY19 booking volumes

21
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Monthly

user fee

Supplier

commissions

Mobile

subscriptions

Booking &

other fees

Corporate traveller makes

a booking via Serko

Online/Zeno

Corporate books a hotel,

car 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 is Travel platform revenue from Serko Online and Zeno, launched in 2018 in Australasia. Zeno is

currently being tailored for Northern Hemisphere markets. It launched exclusively with ATPI in the UK in December 2018.

It is now being developed to suit North America and is being trialed with beta customers for launch in the second half of FY20.

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. During the year Serko acquired US based InterplX, which has an

expense management solution called Expensenet.

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 TMCs.

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, and international growth grants.

HOW SERKO MAKES MONEY

Expense platform revenue grew 76% to $2.7 million. This includes three months of revenue from the InterplX acquisition of $0.9

million. Without the acquisition, growth of Serko Expense was 19% for the year.

Supplier commissions revenue grew by 19% to $1.5 million. The number of bookings that Serko earned additional commission

revenue over the travel platform booking fee increased by 25%. The average attachment rate of commission bookings versus

total bookings for the year was 6.2% up from 5.4% for the prior year.

Other revenues grew by 40%.

Total services revenue was up 47% over the prior period. This primarily reflects revenue associated with customising Serko’s

travel platform as white-label solutions for its TMCs, as well as payments from content suppliers for the integration of their

content to our travel platform. These developments will add to recurring revenue increases for FY20.

22
SERKO ANNUAL REPORT

Serko currently earns 78% (FY18 : 91%) of revenue from Australia and

15% (FY18 : 6%) from New Zealand sources, with New Zealand sourced income up

231% over the prior year. The portion of income from New Zealand has increased

with the onboarding of Tandem customers during the year. New Zealand-sourced

income will continue to grow with the continued onboarding of Orbit signed in

July 2018 and commenced in October 2018.

The portion of North America income has grown however, this currently relates to

content income and Expense income from the InterplX acquisition. Serko is currently

undertaking the development required to localise content and integrate its systems

with North American markets and expects these regions to grow during FY20.

Income related to the UK is included in Other. ATPI UK was in trial phase for most of

the year and completed approximately 5,000 bookings during FY19. It is expected

that the volumes for this market will increase with the introduction of integrated rail,

expected to go live in the first quarter of FY20, and the continued roll out to its UK

customer base.

Year ended 31 March20192018Change%

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

Australia 18,238 16,599 1,639 10%

New Zealand 3,440 1,038 2,402 231%

North America 1,471 457 1,014 222%

Other 212 185 27 15%

Revenue 23,361 18,279 5,082 28%

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

FY13FY14FY15FY16FY17FY18FY19

Booking Trend

1

$20m

$30m

Travel platform booking trend

over the last 7 years

24%

41%

23%

$15m

$10m

$5m

-

$20m

3m

2m

1m

4m

FY13FY14FY15FY16FY17FY18

Revenue Trend

Services

Supplier commissions & other

Expense platform

Travel platform

Other and custom bookings

Online bookings

$10m

20182019

$14.8m

$18.4m$18.4m

$26m

$22.5m

FY19

Peak ATMR

2

Year-on-year movement

Before aquisition

After aquisition

1 Peak ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator of future 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. Peak ATMR was February for both 2018 and 2019.

2 Booking volumes are total volumes and include Offline and and Custom Bookings, which can be either bundled into a price per Online booking or at a

reduced rate, as these are primarily automated bookings but processed through the booking tool.

24
SERKO ANNUAL REPORT

ACTIVITY

Travel platform bookings increased 17% over the prior year, while expense transaction

volumes also grew strongly, driven mainly by growth in our core Australasian markets.

Total travel bookings during FY19 were 4.14 million, representing 58% of an estimated

addressable market of 7.2 million corporate travel bookings in Australia and New Zealand.

Total travel bookings include 0.4 million offline bookings (system automated bookings) which

don’t contribute significantly to revenue or are bundled into the ‘Online’ booking rate. Online

bookings for the year were 3.74 million and were also up 17% over the prior year.

Serko is currently expanding into Northern Hemisphere markets, however, these regions

did not make a significant contribution to volumes in 2019 owing to being in development

and trial stages.

Serko Expense transactions increased by 33% to 273,000 for FY19 from 206,000 in

the prior year.

ARPB for travel-related revenue (travel platform and supplier commissions) increased

marginally during the year by 3% to $4.67 based on Online bookings and was largely related

to increases in pricing for the Zeno platform. However, additional content revenue at $1.5

million is contributing significantly to Serko’s profit with a 19% uplift over the prior year.

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

rose 23% before the InterplX acquisition for the year to $22.5 million, lifted by increases

in ARPB, total bookings and the number of users of our Expense platform. Actual recurring

product revenue of $20.7 million for 2019 was ahead of the 2018 Peak ATMR of $18.4 million.

ATMR, including InterplX, is $26 million (41% increase).

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 20% and 40% for the 2020 financial year.

Continued transition to Zeno at a price uplift and onboarding of new corporates within the

Australasian market as well as Northern Hemisphere markets, will contribute to expected

revenue uplifts for FY20. Also, with a healthy pipeline of Serko Expense management

customers and a full year of InterplX revenue, we expect Expense revenue will also grow.

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

(ARPB) as indicators of strategic achievement.

INCREASE

17%

TRAVEL PLATFORM

BOOKINGS

INCREASE

41%

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Total operating expenses were up 32% or $5.6 million from the prior year to $23.3 million,

owing to increases across all categories of expenses as Serko expands its operations.

Remuneration and benefits (R&B) increased owing to the increased head count from 106 FTE

to 173 FTE as at 31 March. Included in R&B was $2.0 million related to employee share-based

payments and options (long-term incentives) and short-term incentive performance payments

for 2019, compared to $1.3 million in the prior year.

As Serko continues to expand in the Northern Hemisphere, R&B costs will increase, as

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

partially by capitalisation of internal staff time spent on development of revenue-earning

modules for the Serko platforms.

Selling and marketing expenses increased as expected with the launch of Zeno in Australasia,

as well as into Northern Hemisphere markets, which will drive revenue growth in 2020 by

supporting the successful acquisition and onboarding of new customers to the product.

Administration costs were higher than the prior year owing mainly to recruitment fees for

increased head count and professional fees for advice to support international growth.

Administration costs also included non-cash costs as well as one-off costs related to

capital activities. For 2019, depreciation and amortisation at $1.0 million was $0.5 million

higher than the prior year. During the year Serko listed on the ASX as a foreign-exempt

listing and acquired InterplX. The one-off cash costs included in net profit related to these

items amounted to $0.4 million. The fair value measurement adjustment on contingent

consideration (non-cash), related to the InterplX acquisition, included a fair value

remeasurement charge of $0.3 million.

The InterplX acquisition consideration was by way of issuance of Serko shares, half of which is

deferred and contingent on InterplX achieving key milestones. As a result, the liability for the

deferred component of this acquisition will vary according to the trading price of the shares at

balance date and up until the shares are issued. An increase in the Serko price therfore results

in an accounting entry that reduces Serko’s profit and increases the contingent consideration

liability which is then extinguished on share issue. The final number of shares issued is subject

to InterplX meeting the revenue targets as set out in the purchase agreement.

Other expenses are primarily hosting costs. Hosting costs increased with the volume

increases and set-up costs associated with new data centres for new territories.

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 March20192018Change%

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

Remuneration and benefits13,13511,6671,46813%

Selling and marketing expenses1,6911,25843334%

Administration expenses6,5633,6922,87178%

Other expenses1,9311,06786481%

Total operating expenses23,32017,6845,63632%

Percentage of operating revenue100%97%

32%

OPERATING

EXPENSES

INCREASE

26
SERKO ANNUAL REPORT

Serko has capitalised more development costs for FY19 than in FY18.

During 2018 we undertook a research and market discovery and trial programme and

established what was required for Zeno to be successful in these new markets. Accordingly,

we capitalised only a small proportion of development costs and recorded higher

research-related expenditure.

By contrast, 2019 was a year of development to add content and enhance the functionality

and features of Zeno to address these markets. We also signed new Zeno contracts with large

TMCs. As such a portion of employee development costs have been capitalised during the

year and this resulted in additions of $6.7 million to intangible assets related to internally

produced software. We remain in the build phase and have a significant development

workload ahead of us as we prioritise development to deliver to those markets and customers

that represent the best opportunity for Serko. We are confident that this investment will

generate strong revenue growth in years to come.

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 March20192018Change%

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

Total R&D cost (including amounts capitalised)9,1654,9064,25987%

Percentage of operating revenue39%27%

Less: capitalised product development costs(6,740)(383)(6,357)1660%

Percentage R&D costs74%8%

Research costs (excluding amortisation of

amounts previously capitalised)

2,4254,523(2,098)-46%

Less: Government grants(876)(956)808%

Add: Amortisation of capitalised

development costs

75441234283%

Net product development costs2,3033,979(1,676)-42%

Percentage of operating revenue10%22%

87%

R&D COSTS

INCREASE

27
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Serko’s staff head count increased during the year, moving to 173 from 106 full-time

equivalent (FTE) staff at the end of 2018. Head count was 176 with 87 staff based in New

Zealand, 24 in Australia, 38 in China, 26 in the US and one based in India. The increase in staff

is primarily in product development and reflects the investment Serko is making in its product

to service the Northern Hemisphere. The acquisition of expense management company

InterplX in December 2018 added 21 staff to the US operations.

Average revenue per FTE decreased by $3,000 to $167,000, reflecting the investment into

additional staff as Serko expands.

Receipts from customers increased by 23% over the year from $17.8 million to $21.9 million.

Other operating cash outflows increased by $2.2 million to $19.5 million. Positive operating

cash flows for the year of $3.6 million were up 158% over the prior year’s $1.4 million.

Cash outflows for property, plant and equipment and intangibles, reflecting capitalised

internal development, were $7.3 million. A capital raise to fund expansion and related

acquisitions resulted in a net $14.3 million contribution to cash balances.

Cash balances increased by 201% as at 31 March 2019, from $5.2 million to $15.7 million.

EMPLOYEES AND AVERAGE REVENUE FTE

CASH FLOWS

Year ended 31 March20192018Change%

Product development and maintenance100544685%

Sales and marketing1612433%

Customer support40271348%

Administration1713431%

Total employee numbers at end of year (FTE)1731066763%

Average revenue per FTE (NZD $000)167170-3-2%

Year ended 31 March20192018Change%

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

Receipts from customers21,85517,7544,10123%

Grant income receipts1,26491534938%

Other operating cash flows(19,472)(17,253)(2,219)-13%

Total cash flows from operating activities3,6471,4162,231158%

Investing cash flows(7,279)(519)(6,760)1303%

Financing cash flows14,220(46)14,266n /a

Total net cash flows10,5888519,7371144%

Net foreign exchange differences(88)(70)(18)-26%

Closing cash balances15,7325,23210,500201%

63%

FTE

INCREASE

INCREASE

201%

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 2019 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 2019 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 of

Directors 22 May 2019 by:

CONTENTS

DARRIN GRAFTONSIMON BOTHERWAY

CHIEF EXECUTIVE OFFICERCHAIRMAN

Consolidated statement of comprehensive

income

30

Consolidated statement of changes in equity31

Consolidated statement of financial position32

Consolidated statement of cash flows33

Notes to the financial statements34-65

Independent auditor’s report

66-69

30
SERKO ANNUAL REPORT

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2019

Notes20192018

$ (000)$ (000)

Revenue423,36118,279

Other income41,215994

Total revenue and other income24,57619,273

Operating Expenses

Selling and marketing expenses (1,691) (1,258)

Remuneration and benefits (13,135) (11,667)

Administration expenses (6,563) (3,692)

Other expenses (1,931) (1,067)

Total operating expenses5 (23,320) (17,684)

Finance income5360475

Finance expenses5 (70) (61)

Profit before income tax1,5462,003

Income tax benefit/(expense) 687 (171)

Net profit attributable to the shareholders of the company1,6331,832

Movement in foreign currency reserve (126) (52)

Total comprehensive income for the year1,5071,780

Earnings per share

Basic profit per share17 $0.02 $0.03

Diluted profit per share17 $0.02 $0.02

31
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2019

Notes

Share

Capital

Share-based

Payment

Reserve

Foreign

Currency

Reserve

Accumulated

Losses

Total

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

Balance as at 1 April 201825,1851,309(85)(18,065)8,344

Net profit for the year - - - 1,6331,633

Other comprehensive income/(loss)* - - (126) - (126)

Total comprehensive income for the year--(126)1,6331,507

Transactions with owners

Issue of share capital1615,048 - - - 15,048

Cost of equity issued16(778) - - - (778)

Shares allocated to employees16 - 406 - - 406

Shares forfeited from employees16 - (24) - - (24)

Share-based payments — employee share options16 - 194 - - 194

Shares issued in respect of InterplX acquisition161,538 - - - 1,538

Balance as at 31 March 201940,9931,885(211)(16,432)26,235

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

Net profit 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 employees16 - 252 - - 252

Shares allocated to employees16 - (23) - - (23)

Shares forfeited from employees16 - 59 - - 59

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

*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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2019

Notes20192018

$ (000)$ (000)

Current assets

Cash at bank and on hand1115,7325,232

Receivables75,4933,831

Derivative financial instruments8421288

Total current assets21,6469,351

Non-current assets

Property, plant and equipment91,129893

Intangible assets 1010,5531,574

Deferred tax asset684155

Total non-current assets11,7662,622

Total assets33,41211,973

Current liabilities

Trade and other payables124,7912,793

Contingent consideration131,825 -

Income tax payable22498

Interest-bearing loans and borrowings1554351

Total current liabilities6,8943,242

Non-current liabilities

Trade and other payables12134183

Interest-bearing loans and borrowings15149204

Total non-current liabilities283387

Total liabilities7,1773,629

Equity

Share capital1640,99325,185

Share-based payment reserve161,8851,309

Foreign currency reserve(211)(85)

Accumulated losses(16,432)(18,065)

Total equity26,2358,344

Total equity and liabilities33,41211,973

For and on behalf of the Board of Directors, who authorise these financial statements for issue on 22 May 2019.

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2019

Notes20192017

$ (000)$ (000)

Cash flows from operating activities

Receipts from customers21,85517,754

Interest received30493

Receipts from grants1,264915

Taxation (paid)/refund received(142)(262)

Payments to suppliers and employees(19,395)(17,065)

Interest payments(20)(22)

Net GST refunded (paid)(219)3

Net cash flows from operating activities213,6471,416

Cash flows from investing activities

Purchase of property, plant and equipment(466)(192)

Capitalised development costs and other intangible assets(6,813)(327)

Net cash flows (used in) investing activities(7,279)(519)

Cash flows from financing activities

Issue of ordinary shares1615,048 -

Cost of new share issue16(778) -

Net repayment of loans(50)(46)

Net cash flows from/(used in)financing activities14,220(46)

Net increase (decrease) in total cash10,588851

Net foreign exchange difference(88)(70)

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

Cash and cash equivalents at end of period15,7325,232

Cash and cash equivalents comprises the following:

Cash at bank and on hand1115,7325,232

15,7325,232

The accompanying notes form part of these financial statements.

34
SERKO ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2019

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) and

the Australian Securities Exchange (ASX). 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 Markets 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 2019 of $15.7 million

provides a sufficient level of headroom to help support

the business for at least the next twelve months; and

• The directors have made due enquiry into the

appropriateness of the assumptions underlying the

budgetary forecasts.

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) Adoption of new accounting standards and

interpretations

New accounting standards adopted by Serko Group:

A number of new or amended standards become

applicable for the current reporting period and Serko

has had to change its accounting policies as a result of

adopting the following standards:

• NZ IFRS 15 Revenue from Contracts with Customers

• NZ IFRS 9 Financial Instruments

The impact of the adoption of these new standards is

disclosed below.

NZ IFRS 15 Revenue from Contracts with Customers

Impact of adoption

The group adopted NZ IFRS 15 Revenue from Contracts

with Customers from 1 April 2018, which resulted in

changes in accounting policies relating to the recognition

of revenue.

Following a detailed review of the group’s portfolio

of contracts, management concluded that the

implementation of NZ IFRS 15 had no material impact on

the way Serko recognises revenue for opening balances.

Therefore, there is no requirement to restate revenue

reported in prior periods. The details of the review

35
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

process, including current year impact of the adoption of

NZ IFRS 15, are outlined below. Accounting policies have

been amended to ensure that the five-step method, as

outlined in NZ IFRS 15, is applied consistently to revenue

recognition processes across the group.

Process and policy

To quantify the impact of NZ IFRS 15 contracts across the

travel platform were assessed and compared to revenue

recognition under IAS 18. An assessment was made on

each contract to evaluate the service benefits over time,

which requires allocations to be made to each service

obligation. As the revenue is usage based (depending

on the volume of travel bookings), fixed and variable

consideration was allocated over the performance period

depending on contract minimum volume requirements and

estimates of variable volume. For each contract the

five-step method was applied to assess the impact on

revenue recognition.

The five-step method for recognising revenue from contracts

with customers involves consideration of the following:

• Identifying the contract with the customer;

• Identifying performance obligations;

• Determining the transaction price;

• Allocating the transaction price to distinct

performance obligations; and

• Recognising revenue

During the current period, a number of new contracts were

signed with contracted minimum revenue commitments,

resulting in a $477,000 increase to revenue based on NZ IFRS

15 treatment. The current recognition of non-travel platform

revenue is consistent with NZ IFRS 15 treatment, as it relates

to revenue recognised ‘as invoiced’, such as customisation

work. Under certain contracts, transaction fees are bundled

to include the ‘changes post ticketing’ where some revenue

may need to be deferred until subsequent changes occur. This

is consistent with the prior year where management have

determined this adjustement to be immaterial.

NZ IFRS 9 Financial Instruments

Impact of adoption

NZ IFRS 9 Financial Instruments 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 adoption of NZ IFRS 9 Financial Instruments from

1 January 2018 resulted in no significant changes in

accounting policies or adjustments to the amounts

recognised in the financial statements.

Serko does not currently hold any complex financial

instruments. Cash is either held on call or on term deposit

and forward contracts (hedging item) held are recognised

at fair value through Profit and Loss. Trade receivables are

assessed for impairment and an expected credit loss (ECL)

provision made based on ‘lifetime expected credit losses’.

An ECL provision of $7,000 has been assessed based on

an ECL model that considers various aspects of credit risk

within a risk matrix, considering history of debtor write

off, ageing of invoices, country, market and product risk.

The low ECL allowance reflects the low levels of bad debt

write off and low value of aged invoices.

e) Standards on issue not yet adopted

NZ IFRS 16 Leases

Impact of adoption

NZ IFRS 16 Leases, effective for accounting periods

beginning on or after 1 January 2019. Serko has elected

not to apply the standard early.

Under NZ IFRS 16 a contract contains a lease if the

contract conveys the right to control the use of an

identified asset for a period of time in exchange for

consideration. Adopting NZ IFRS 16 will require Serko

to recognise a lease liability reflecting the future

lease payments and a ‘right-of-use’, asset which will

be depreciated over the lease term. The statement of

comprehensive income will be impacted by the recognition

of an interest expense and a depreciation expense with

premise rental expense removed altogether.

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.

The standard will not have any effect on the total amount

of cash flows reported but it is expected to have an effect

on the presentation of cash flows. This is because applying

NZ IAS 17 Leases, cash flows relating to operating leases

are presented as cash flows from operating activities while

applying NZ IFRS 16 will result in the presentation within

financial activities of cash flows relating to the repayment

of principal on lease liabilities. Existing operating lease

commitments are set out in note 19.

36
SERKO ANNUAL REPORT

f) 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.

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.

g) 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.

37
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

ii) Transactions and balances

Transactions in foreign currencies are initially recorded

in the functional currency by applying the exchange rates

ruling at the date of the transaction. Monetary assets

and liabilities denominated in foreign currencies are

retranslated at the rate of exchange ruling at balance

date. Non-monetary items measured in terms of

historical cost in a foreign currency are translated using

the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign

currency are translated using the exchange rates at the

date when the fair value was determined.

Foreign exchange gains and losses resulting from the

settlement of such transactions and from the translation

at year end of exchange rates for monetary assets

and liabilities denominated in foreign currencies are

recognised in 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,

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 in the foreign currency translation reserve.

h) Financial instruments

Cash at bank and on hand and receivables are financial

assets measured at amortised cost. 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.

Derivative financial instruments are recognised at fair

value through profit or loss.

i) Amortised cost

Financial assets measured at amortised cost are those

held within a business model whose objective is to hold

financial assets in order to collect contractual cash flows

and the contractual terms of the financial asset give rise

on specified dates to cash flows that are solely payments

of principal and interest on the principal amount

outstanding. 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 contract assets and liabilities are derecognised

or impaired, as well as through the amortisation process.

ii) Financial liabilities

Financial liabilities are classified as ‘other financial

liabilities’. Other financial liabilities, including

interest-bearing loans and 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.

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 recognises a loss allowance for expected

credit losses on investments in debt instruments that

are measured at amortised cost or at FVTOCI, lease

receivables, trade receivables and contract assets, as

well as on financial guarantee contracts. The amount of

expected credit losses is updated at each reporting date

to reflect changes in credit risk since initial recognition of

the respective financial instrument.

The Group always recognises lifetime ECL for trade

receivables, contract assets and lease receivables. The

expected credit losses on these financial assets are

estimated using a provision matrix based on the Group’s

historical credit loss experience, adjusted for factors that

are specific to the debtors, general economic conditions

and an assessment of both the current as well as the

forecast direction of conditions at the reporting date,

including time value of money where appropriate.

For all other financial instruments, the Group recognises

lifetime ECL when there has been a significant increase

in credit risk since initial recognition. However, if the

credit risk on the financial instrument has not increased

significantly since initial recognition, the Group measures

the loss allowance for that financial instrument at an

amount equal to 12-month ECL.

38
SERKO ANNUAL REPORT

Lifetime ECL represents the expected credit losses

that will result from all possible default events over

the expected life of a financial instrument. In contrast,

12-month ECL represents the portion of lifetime ECL that

is expected to result from default events on a financial

instrument that are possible within 12 months after the

reporting date.

The Group writes off a financial asset when there is

information indicating that the debtor is in severe

financial difficulty and there is no realistic prospect of

recovery, e.g. when the debtor has been placed under

liquidation or has entered into bankruptcy proceedings,

or in the case of trade receivables, when the amounts are

over two years past due, whichever occurs sooner.

i) 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.

j) 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.

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 and estimates

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 18).

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).

39
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 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).

40
SERKO ANNUAL REPORT

Notes20192018

$ (000)$ (000)

Revenue – transaction and usage fees:

Travel platform booking revenue15,94813,283

Expense platform booking revenue2,7101,539

Supplier commissions revenue1,5381,288

Services revenue2,6981,835

Other revenue467334

Total revenue23,36118,279

Government grants141,208956

Sundry income738

Total other income1,215994

Total revenue and other income24,57619,273

20192018

$ (000)$ (000)

Geographic information

Australia18,23816,599

New Zealand3,4401,038

US1,471457

Other212185

Total revenue23,36118,279

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 entity will collect the consideration

to which it will be entitled in exchange for the goods or

services that will be transferred to the customer. 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 fixed minimum

booking volume arrangements are recognised over the

period of volume commitment. For contracts without fixed

consideration we have applied the ‘as invoiced’ practical

expedient. Expense revenue is invoiced monthly on an

active user basis and revenue recognised at a point in

time. Supplier commission revenue, predominantly from

hotel bookings, is recognised at a point in time, once the

performance obligation is fulfilled.

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. If services

relate to one-off chargeable work orders, these can

be invoiced as and when the performance obligation is

satisfied. Revenue is recognised at a point in time by

applying the ‘as invoiced’ practical expedient. If these

relate to customised set up or installation, the revenues

are recognised over the contract term.

b) Contract assets

Contract assets relate to accrued revenue for contractual

minimum guarantees (refer note 7).

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.

Revenue is reognised once the criteria of the grant

application is met.

41
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

5 EXPENSES

Notes20192018

$ (000)$ (000)

Operating profit before taxation includes the following expenses:

Auditor remuneration and other assurance fees8679

Expected credit loss allowance on receivables7(7) -

Amortisation of intangibles10754412

Depreciation9294185

Fair value remeasurement of contingent consideration287-

Rental and operating lease expenses804729

Employee remuneration11,92410,764

Contributions to pension plans433480

Share-based payment expenses16576288

Marketing expenses1,171410

Hosting expenses1,9311,067

Other operating expenses5,0673,270

Expenses from ordinary activities23,32017,684

Research expenses (excluding capitalised development costs)2,4254,523

Notes20192018

$ (000)$ (000)

Finance income and expenses includes:

Finance income

Interest received305111

Dividends received1 -

Foreign exchange gains – net54364

Total finance income360475

Finance expenses

Interest expense(20)(43)

Other finance expenses(50)(18)

Total finance expenses(70)(61)

Total finance income and expenses290414

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.

42
SERKO ANNUAL REPORT

Notes20192018

$ (000)$ (000)

Amounts received or due and receivable by:

Audit of financial statements – Deloitte Limited7979

Other assurance-related services (a)7-

Total audit fees8679

Auditor remuneration

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

(a) Other assurance-related services include services for research and development assurance procedures.

43
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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

• 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.

20192018

$ (000)$ (000)

Current income tax

Current income tax charge493225

Adjustments in respect of previous years(225)(12)

268213

Deferred income tax

Origination and reversal of temporary differences(355)(42)

Income tax (benefit)/expense reported in the statement of comprehensive income(87)171

44
SERKO ANNUAL REPORT

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:

Notes20192018

$ (000)$ (000)

Accounting profit (loss) before income tax1,5462,003

At the statutory income tax rate of 28% (2017:28%) 433561

Non-deductible items1437

Adjustments in respect of current income tax of previous years(225)(12)

Chinese branch tax1898

Share-based payments17081

Tax losses recognised(545)(570)

Effect of tax on overseas subsidiaries at different rate(81)6

Income tax (benefit)/expense(87)171

At effective income tax rate of:-5.6%8.5%

20192018

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(406)20 - -

Unrealised foreign exchange1322(10)41

Deferred income tax asset recognised

Intangibles and non-current assets72(13)85(2)

Allowance for impairment22 - -

Employee entitlements24816980 3

Bonus provision172172 - -

Leasehold liabilities(17)(17) - -

Net deferred tax asset recognised8435515542

Deferred income tax asset not recognised

Employee entitlements - (112)1125

Bonus provision - (195)195103

Allowance for impairment - - - (2)

Leasehold liabilities - 11(11)9

- (296)296115

Tax losses available to be carried forward and offset

against future income

3,240-3,785-

Total deferred tax asset not recognised3,240-4,081-

45
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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. Trade receivables are

assessed for impairment and an expected credit loss (ECL)

provision made based on lifetime expected credit losses.

The ECL model considers various aspects of credit risk

within a risk matrix, considering history of debtor write

off, ageing of invoices, country, market and product risk.

The impairment, and any subsequent movement,

including recovery, is recognised in the statement of

comprehensive income.

Notes20192018

$ (000)$ (000)

Trade receivables3,0402,247

Expected credit loss provision(7) -

Trade receivables (net)3,0332,247

Loan receivable - 326

Allowance for impairment - (25)

Other receivables (net)15-301

GST receivable22930

Sundry debtors5821

Contract assets1,593777

Prepayments551454

Funds held in trust29-

Total receivables5,4933,831

Foreign currency risk

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

New Zealand dollars2,9811,918

Australian dollars1,8411,846

US dollars66652

British pounds5 -

Indian rupees - 15

5,4933,831

46
SERKO ANNUAL REPORT

Allowance for impairment loss

i) Trade receivables

Group trade receivables over 60 days were $158,153 (2018: $108,099). This balance of $158,153 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. Serko has historically low levels of

impairment on trade receivables. A general ECL provision of $7,000 (2018: $nil) has been made as required under NZ IFRS 9.

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

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

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

2019

Trade receivables3,0402,25263048110

2018

Trade receivables2,2472,124154662

Other receivables326 - - -326

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.

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

Notes20192018

$ (000)$ (000)

Current:

Foreign currency forward exchange contracts421288

Contractual amounts of forward exchange contracts outstanding were as follows:

Foreign currency forward exchange contracts11,01610,763

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.

7 RECEIVABLES (CONTINUED)

47
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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

Notes

Leasehold

improvement

Furniture &

fittings

Computer

equipment

Total

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

2019

Cost or valuation

Balance at 1 April 20187703675741,711

Additions28166270464

Acquisition through business combinations1314243068

Currency translation-(1)(1)(2)

Balance at 31 March 20198125568732,241

Depreciation

Balance at 1 April 2018222175421818

Depreciation expense11148135294

Balance at 31 March 20193332235561,112

Net carrying amount4793333171,129

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

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

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 lives 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%);

and

• Capitalised software development costs

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

Research and development

Research and maintenance 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 a indefinite useful lives 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;

• Cash flow projections across a five-year forecast

period;

• Discount rate of between 11.5% to 15.0% (FY18:

15.0%);

• Discount factor applied using a mid-year convention;

and

• Terminal growth rates of between 0% to 2.4%.

50
SERKO ANNUAL REPORT

Goodwill

Intellectual

property

Key employee

retention

Customer

contracts

Other

intangible

assets

Development

work in

progress

Computer

software

Total

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

2019

Cost

Balance at 1 April 2018220 - 78443 - 492,9153,705

Additions - - - - 736,740 - 6,813

Assets no longer in use(220) - (78)(443) - - (201)(942)

Transfer of cost - - - - - (2,023)2,023 -

Acquisition through

business combinations

(refer note 13)

1,4441,523 - - - - 393,006

Currency translation(39)(46)----(1)(86)

Balance at 31 March 20191,4051,477 - - 734,7664,77512,496

Amortisation and impairment

Balance at 1 April 2018220 - 78443 - - 1,3902,131

Amortisation - 76 - - - - 678754

Assets no longer in use(220) - (78)(443) - - (201)(942)

Balance at 31 March 2019 - 76 - - - - 1,8671,943

Net carrying amount1,4051,401 - - 734,7662,90810,553

2018

Cost

Balance at 1 April 2017220 - 78443 - 2052,3763,322

Additions - - - - - 32855383

Transfer of cost - - - - - (484)484 -

Balance at 31 March 2018220 - 78443 - 492,9153,705

Amortisation and impairment

Balance at 1 April 2017220 - 78443 - - 9781,719

Amortisation - - - - - - 412412

Balance at 31 March 2018220 - 78443 - - 1,3902,131

Net carrying amount - - - - - 491,5251,574

10 INTANGIBLES (CONTINUED)

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 (‘CGU’s’). Non-financial assets,

including development work in progress and computer

software are assessed for impairment at a group level

under one reporting segment. InterplX has been assessed

as a seperate CGU and an impairment assessment has

been performed for goodwill and indefinite intangible

assets.

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.

51
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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.

20192018

$ (000)$ (000)

Cash at bank – New Zealand dollar balances8,9454,529

Cash at bank – foreign currency balances6,787703

15,7325,232

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

New Zealand dollars8,9454,529

Australian dollars6,356532

Chinese Yuan290 -

US dollars119171

Indian rupees22-

15,7325,232

52
SERKO ANNUAL REPORT

13 BUSINESS COMBINATIONS — INTERPLX INC.

Transaction description

On 20 December 2018 Serko announced the acquisition of 100% shareholding in InterplX Inc. (InterplX) based in Minneapolis,

US for consideration totalling USD$2,500,000 (in exchange for Serko Limited shares). InterplX is a provider of SaaS expense

software in the United States. The company provides business expense management solutions, including expense audit,

payment processing and receipt processing to a range of organisations, including Fortune 500 clients.

Serko Limited has a 100% shareholding in InterplX and on that basis has achieved control. Serko has consolidated InterplX

from 1 January 2019 and included it as a separate cash-generating unit for management reporting purposes.

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

12 TRADE AND OTHER PAYABLES (CONTINUED)

20192018

$ (000)$ (000)

Trade payables1,144428

Accrued expenses2,7011,640

Lease incentive193223

Annual leave accrual887665

GST payable - 20

Total trade and other payables4,9252,976

Disclosed as:

Current4,7912,793

Non-current134183

4,9252,976

53
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

13 BUSINESS COMBINATIONS — INTERPLX INC. (CONTINUED)

Consideration

Consideration for the acquisition was part-settled in shares at the market price on 20 December 2018, with the purchase

agreement including contingent consideration to be issued in further Serko shares, to be issued 31 January 2020. Contingent

consideration is calculated based on achievement of InterplX revenue performance over the period 1 January 2019 to

31 December 2019. For the purposes of quantifying the amount payable, an estimate has been made based on the expected

performance of InterplX in 2019 and the fair value of the shares to be issued.

Contingent consideration is measured at fair value at each reporting date and remeasurement changes are reognised in profit

and loss (fair value at reporting date was $1,825,000).

Intangible assets

The fair value attributable to intellectual property (IP) is calculated using a royalty valuation method (15% royalty rate) which

represents the ‘arms length’ cost to license or sell the IP from a third party.

Goodwill

Goodwill is attributable to the strength of InterplX business experience and capability in the US market.

Serko has recognised revenue included in the statement of comprehensive income from 1 January 2019 to 31 March 2019 of

$883,000. InterplX contributed net loss after tax of $59,000 for the same period. Had InterplX been consolidated from 1 April

2018 the impact on the statement of comprehensive income for the full year period ended 31 March 2019 would have been an

increase in revenue of $3,678,000 and decrease in net profit after tax of $525,000.

Notes2019

$ (000)

Shares — Serko Limited1,538

Contingent consideration1,538

Total purchase consideration3,076

Fair value assets and liabilities recognised as a result of the acquisition are as follows:

Property, plant and equipment968

Intangible assets1039

Cash on hand20

Trade and other receivables628

Other assets56

Trade and other payables(236)

Other liabilities(40)

Intellectual property101,523

Deferred tax(426)

Net identifiable assets acquired1,632

Goodwill101,444

Total purchase consideration3,076

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

54
SERKO ANNUAL REPORT

14 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.

15 INTEREST-BEARING LOANS AND BORROWINGS

Notes20192018

$ (000)$ (000)

Current

Loan payable20-301

Leasehold fitout loan5450

54351

Non-current

Leasehold fitout loan149204

149204

In 2018, an interest bearing receivable from nuTravel Technology was reassigned back to Financial Equities Limited (FEL),

reversing the original assignment to Serko Limited in 2014. FEL is a company associated with directors Bob Shaw and

Darrin Grafton.

55
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

16 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 (2018: 2,000,000) under the Restricted Share Plan (RSP). In respect of the RSP

230,050 restricted shares (2018: 710,313) had been allocated to key management personnel and 116,107 (2018: 228,519)

allocated to other Serko employees. Unallocated shares are 1,592,299 (2018: 1,819,732) (refer to note 18).

2019201820192018

Number of

shares

Number of

shares

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

Ordinary shares

Share capital at beginning of year25,18525,18574,89474,894

Issue of shares pursuant to institutional capital placement15,048 - 5,455 -

Transaction costs for issue of new shares(778) - - -

Shares issued in respect of InterplX acquisition1,538 - 574 -

Share capital at 31 March40,99325,18580,92374,894

Share-based payment reserve

Balance at 1 April1,3091,021 - -

Shares allocated to employees via Restricted Share Plan406252 - -

Shares forfeited from employees via Restricted Share Plan(24)(23) - -

Share options to non-exec directors - 59 - -

Share-based payments — employee share options194 - - -

Share-based payment reserve at 31 March1,8851,309 - -

56
SERKO ANNUAL REPORT

17 EARNINGS PER SHARE (EPS)

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

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

Diluted EPS amounts are calculated by dividing the profit 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.

Notes20192018

$ (000)$ (000)

Profit attributable to ordinary equity holders of the parent

Continuing operations1,6331,832

1,6331,832

Notes20192018

NumberNumber

Basic earnings per share

Issued ordinary shares (refer note 16)1680,92374,894

Adjusted for employee restricted share plan shares(2,769)(2,991)

Weighted average of issued ordinary shares78,15471,903

Basic earnings per share (dollars)0.020.03

Diluted earnings per share

Weighted average of issued ordinary shares77,58474,894

Weighted average of issued ordinary shares for diluted earnings per share77,58474,894

Diluted earnings per share (dollars)0.020.02

Notes20192018

CentsCents

Net tangible assets per security19.389.04

57
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

18 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 vested 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 grant 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 Remuneration Committee

of the Board. The weighted average grant date fair

value of restricted shares issued during the year was

$2.96 (2018: $0.49) 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.

20192018

Number of sharesNumber of shares

Unvested shares at 1 April1,398,7071,359,226

Granted345,890356,066

Forfeited(22,219)(128,633)

Vested(222,435)(187,952)

Unvested shares at 31 March — allocated to employees1,499,9431,398,707

Ageing of unvested shares

Vest within one year842,911183,810

Vest within two to five years657,0321,214,897

Ageing of unvested shares at 31 March — allocated to employees1,499,9431,398,707

Unallocated shares – held by trustee1,268,6281,592,299

58
SERKO ANNUAL REPORT

Employee share options scheme

Options are granted to selected employees. The exercise price of the granted options is equal to the volume weighted average

share price of Serko Limited shares for the 20 trading days preceding the grant date.

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

The options’ tranches vest over two to five years from the grant date. No options can be exercised later than five years from

grant date. There were 14 holders of options at 31 March 2019 (2018: nil)

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

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

18 SHARE-BASED PAYMENTS (CONTINUED)

The weighted average fair value of options granted during the year, determined using the Black-Scholes valuation model,

was $1.64 per option (2018: nil).

The significant inputs into the model were the market share price at grant date, the grant price as shown above, expected

annualised volatility of between 55% and 66% (FY18: nil), a dividend yield of 0%, an expected option life of between two and

five years (FY18: nil) and an annual risk-free interest rate of 3%.

The volatility input measured is the standard deviation of continuously compounded share returns and is based on a statistical

analysis of daily share prices in the past one to five years.

Non-executive director shares

The group’s non-executive directors were granted shares in 2014 and are to be 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. These were

valued using Black-Scholes model at the time of loan extention. No change of value recognised for the current year.

Options outstanding at the end of the year have the following expiry dates and exercise prices:

GrantedExpiry dateGrant price2019 Options2018 Options

$ (000)(000)

2018-192020-212.6829 -

2018-192021-222.6815 -

2018-192022-232.6815 -

2018-192023-242.6815 -

2018-192023-242.97199 -

2018-192023-242.844 -

2018-192023-243.322 -

2018-192023-243.198 -

287-

2019 Weighted

average

exercise price

2019 Options

2018 Weighted

average

exercise price

2018 Options

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

Outstanding at 1 April----

Granted2.90287 - -

Outstanding at 31 March2.90287--

59
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

19 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). These lease commitments

primarily relate to property leases.

20192018

$ (000)$ (000)

Operating lease commitments

No later than one year601562

Later than one year and not later than five years1,0871,365

1,6881,927

60
SERKO ANNUAL REPORT

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 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.

InterplX Inc was acquired on 20 December 2018 as a subsidiary of the group. InterplX Inc is an Expense solution based in the

US. The current balance date for InterplX is 31 December however, this will be changed to align with the balance date of the

group.

% Equity interestInvestment $(000)

NameBalance date2019201820192018

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%100%--

Serko Inc31 March100%100%--

InterplX Inc31 December100%0%3,076-

3,0793

20 RELATED PARTIES

a) Subsidiaries

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

following table:

61
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 loans (refer note 18).

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.

* 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 Limited2019 - - - -

152018 - 21301 -

Simon Botherway – Chairman2019108 - - -

201880 - - -

Clyde McConaghy – Non-executive Director201983 - - -

201874 - - -

Claudia Batten – Non-executive Director201983 - - -

201874 - - -

Total2019274 - - -

201822821301 -

20192018

$ (000)$ (000)

Short-term benefits employees (*)3,8003,294

Share-based payments427162

Post-employment benefits12172

Total compensation4,3483,528

20 RELATED PARTIES (CONTINUED)

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 2019, the group has not made any allowance for impairment loss relating to amounts owed by

related parties (2018: $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.

62
SERKO ANNUAL REPORT

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

20192018

$ (000)$ (000)

Net profit after tax1,6331,832

Add non-cash items

Amortisation754412

Depreciation294185

Fair value remeasurement of contingent consideration287-

Increase/(decrease) in deferred tax(72)(42)

Loss/(gain) on foreign exchange transactions(153)(556)

Share-based compensation576288

3,3192,119

Add/(less) movements in working capital items

(Increase)/decrease in receivables excluding loans(1,795)(764)

Increase/(decrease) in trade and other payables1,998123

Increase/(decrease) in income tax payable125(62)

328(703)

Net cash flow from operating activities3,6471,416

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group’s principal financial instruments comprise cash at bank, derivatives, 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.

63
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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)

Group — 2019

Accounts payable0%4,7324,732 - - - -

Leasehold fitout loan8%23334346897 -

4,9654,766346897 -

Group — 2018

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

Related party loans6%301301 - - - -

Leasehold fitout loan8%302343468166 -

3,3573,0893468166 -

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 (receivables), 11 (cash at bank and on hand), 12 (trade and other payables) and 13 (business combinations) for

further details on the group’s foreign currency denominated accounts receivable and cash balances.

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

64
SERKO ANNUAL REPORT

The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 15% (2018:

+/- 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, receivables and contract

assets. The group’s exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal

to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note.

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

The expected credit loss provision is monitored on an ongoing basis with the result that the group’s exposure to bad debts is

not significant.

At reporting date 99% (2017: 100%) of the group’s cash and cash equivalents were with one bank. The group has no other

concentrations of credit risk.

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.


Foreign currency risk

-15%+15%

Carrying amountPost-tax profitEquityPost-tax profitEquity

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

2019

Foreign exchange balances

Cash at bank6,787862862(637)(637)

Trade receivables2,507315315(239)(239)

Trade payables(173)(22)(22)1616

Net exposure9,1211,1551,155(860)(860)

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)

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

65
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

23 SEGMENT INFORMATION

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

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

group is a single reportable operating segment.

This reporting segment is predominantly made up of revenue generated from Travel platform booking and Expense revenue.

Revenues have been disaggregated at note 4.

As required under NZ 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 $10,721,614 of the revenue for the year ended 31 March 2019 (2018: $9,219,226).

24 EVENTS AFTER BALANCE SHEET DATE

There have been no events subsquent to 31 March 2019 which materially impact the results reported (2018: nil).

25 CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2018: $nil).

66
SERKO ANNUAL REPORT

INDEPENDENT AUDITOR’S REPORT

OPINION

We have audited the consolidated financial statements

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

comprise the consolidated statement of financial position

as at 31 March 2019, and the consolidated statement of

comprehensive income, statement of changes in equity and

statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial

statements, on pages 30 to 65, present fairly, in all material

respects, the consolidated financial position of the Group as

at 31 March 2019, 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.

To the Shareholders of Serko Limited

Other than in our capacity as auditor and the provision of

assurance services, 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.

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 $260,000

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.

67
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Key audit matterHow our audit addressed the key audit matter

Revenue recognition

The Group has reported revenue of $23.4 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.

The recognition of revenue is a key audit matter due to the

significance of revenue to the financial statements and the specific

nature of individual customer contracts. This is also the year of

adopting the new revenue standard NZ IFRS 15: Revenue from

Contracts with Customers’.

We considered the application of NZ IFRS 15:

Revenue from Contracts with Customers to Serko’s

key revenue streams, and challenged the Group’s

transition assessments.

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 outlying revenue transactions and ensure

they were supported by contractual arrangements

or trasactional data

• 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 outlying 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.

Acquisition of InterplX Business Combination

As discussed in note 13, at 20 December 2018, Serko acquired

InterplX Inc (‘InterplX’) for a total fair value consideration of

NZ$3.1m, of which NZ$1.5m has been deferred as contingent

consideration based on the achievement of InterplX’s future

revenue performance.

On acquisition, the Group is required to identify the assets and

liabilities acquired in a business combination, including intangible

assets, and to measure them at fair value at the date of acquisition.

Goodwill arising is the excess of consideration paid over the fair

value of the assets and liabilities acquired.

Intellectual property totaling $1.5m has been valued using the

relief from royalty method. The key assumptions applied in this

model were forecast sales volumes and profitability and the

royalty rate.

The acquisition of InterplX is included as a key audit matter due

to the size of the acquisition and because significant judgement

is required to determine the fair value of assets and liabilities

acquired, especially in relation to the fair value of intangible assets

acquired representing intellectual property.

We read the sale and purchase agreement (the

‘agreement and plan of merger’) and other key

documents related to the acquisition in order to

identify whether all identifiable intangible assets

were recognised.

We worked with our internal valuation specialists to

challenge the fair value measurement of contingent

consideration.

We challenged key assumptions used in the royalties

from relief valuation model, including:

• revenue and expense growth rates;

• comparing forecast sales and profitability

to Board approved forecasts; and

• utilised our internal valuation specialists to

conclude on the appropriateness of the use

of the relief from royalty valuation model and

rates applied.

68
SERKO ANNUAL REPORT

Key audit matterHow our audit addressed the key audit matter

Capitalisation and impairment considerations of

software development


The Group capitalised $6.7 million in relation to software

development, as set out in note 10 ‘Intangibles’, of which $4.8

million relates to development work in progress at balance

date.

As a Software as a Service (‘SaaS’) provider, the Group incurs

significant expenditure in developing new software products.

Judgement is required to determine if the recognition criteria

under NZ IAS 38 Intangible Assets have been met in order to

capitalise the applicable costs of development, which include

technical feasibility, likelihood of generating future economic

benefits and sufficient funding for completion.

The Group must also assess each period whether there are any

indications that the software development assets are impaired

and must perform impairment testing on any capitalised

development costs for which there are indicators of impairment

or which relate to software that is not yet available for use.

We have included capitalisation and impairment considerations

of software development as a key audit matter due to the level of

judgement required for management to determine whether:

• internal staff time 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.

For development work in progress, we used our

internal valuation specialists to assist in evaluating

the assumptions used in the Group’s discounted

cash flow model, specifically the discount rate and

terminal growth rates used, to support the carrying

value as at 31 March 2019 of computer software

including that which is in development.

We assessed key judgements adopted by

management 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.

69
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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

22 May 2019

70
SERKO ANNUAL REPORT

CORPORATE GOVERNANCE & DISCLOSURES

For the year ended 31 March 2019

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 considered the NZX Listing Rules and a number

of corporate governance recommendations when establishing

its governance framework, including the revised NZX

Corporate Governance Code 1 January 2019 (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 2019.

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 on the Australian Securities Exchange (ASX) as an

ASX Foreign Exempt Listing. As an ASX Foreign Exempt Listing,

Serko needs 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. These directors held office through out the financial

year ended 31 March 2019.

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; and

• 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 but

will be reviewed this calendar year with a view to providing

flexibility for Serko to appoint an additional non-executive

director in the future. Serko currently pays directors’ fees

that, in aggregate, amount to AUD$300,000

1

per annum. 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.

1 Approximately NZ$320,000 subject to exchange rate fluctuations

71
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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

2020:

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

ended 31 March 2019:

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

$57,829

(Chair)

--$50,000$107,829

Clyde McConaghy$70,398

4

$13,037

(Chair)

--$83,435

Claudia Batten$20,398-

$13,037

(Chair)

$50,000$83,435

TOTAL$148,625$13,037$13,037$100,000$274,699

PositionFees per annum

Board of DirectorsChairAUD$120,000

Non-executive directorsAUD$75,000

1

Audit & Risk CommitteeCommittee ChairAUD$15,000

Committee Member-

Remuneration & Nominations CommitteeCommittee ChairAUD$15,000

Committee Member-

1 The figures shown are gross amounts, which have been converted into NZD and exclude GST (where applicable).

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.

4 Includes Australian superannuation payable.

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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 2019:

Base salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal remuneration

STILT I

5

Subtotal

Darrin Grafton$350,334$30,000$380,334$50,400

3

$200,000 in the

form of 43,252

restricted shares

$250,400$630,734

Bob Shaw$254,229$30,000$284,229$21,600

4

$125,000 in the

form of 24,921

restricted shares

$146,600$430,829

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 FY19 and will be paid in FY20. Darrin Grafton’s potential short-term incentive payment for FY19 was $140,000. During

the financial period Darrin Grafton also received a short-term incentive of $85,000, which was earned in FY18 and paid in FY19.

4 The short-term incentive stated was earned in FY19 and will be paid in FY20. During the financial period Bob Shaw also received a short-term incentive of $50,000,

which was earned in FY18 and paid in FY19.

5 The FY19 long-term incentive was granted in July 2018, following partial achievement of pre-grant performance targets based on FY18 performance. The restricted

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

73
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

Remuneration range (NZD)

Total number of

employees

$100,000 - $110,0007

$110,001 - $120,0005

$120,001 - $130,0009

$130,001 - $140,0003

$140,001 - $150,0007

$150,001 - $160,0002

$170,001 - $180,0002

$190,001 - $200,0002

$200,001 - $210,0002

$210,001 - $220,0001

$220,001 - $230,0002

$230,001 - $240,0001

$250,001 - $260,0001

$270,001 - $280,0001

$290,001 - $300,0001

$300,001 - $310,0001

$320,001 - $330,0002

$350,001 - $360,0001

$430,001 - $440,0001

Total number of employees and

former employees

51

Female

20192018

no.%no.%

All directors120%120%

Non-executive directors133%133%

Officers

1

114%120%

Senior employees

2

429%433%

Remaining workforce6139%3539%

Male

20192018

no.%no.%

All directors480%480%

Non-executive directors266%266%

Officers

1

686%480%

Senior employees

2

1071%867%

Remaining workforce9461%5461%

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 2019 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 above table.

DIVERSITY

The respective numbers and proportions of men and women at

various levels within the Serko workforce as at 31 March 2018

and 31 March 2019 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 the latest ESG

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

company’s website.

74
SERKO ANNUAL REPORT

BOARD AND COMMITTEE ATTENDANCE

The table below shows the Board and Committee meeting attendance during the year ended 31 March 2019:

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, which has been evaluated against

the criteria in the Board Charter, that as at 31 March 2019 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 2019 are set out

below:

Date of disclosureDirectorEntity

8 May 2018Darrin Grafton

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

shareholders and directors, is interested in an Assignment Agreement 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).

Director attendanceBoardSpecial meetings

Sub-committee

meetings

Audit & Risk

Committee

Remuneration

& Nominations

Committee

Darrin Grafton12/126/83/3**

Bob Shaw11/126/8-**

Simon Botherway12/128/83/35/54/4

Clyde McConaghy11/126/81/15/53/4

Claudia Batten12/127/8-5/54/4

75
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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

2019 and subsequently, are set out below:

DirectorEntityRelationship

Claudia Batten

AIDER International Limited

Broadli Inc

New Zealand Trade & Enterprises

Serko Inc

1

Westpac New Zealand Limited

Appointed Adviser

Director

Ceased to be Regional Director

Director

Board Adviser

Simon Botherway

Arrow Trust

Callaghan Innovation Board

EBT Capital Limited

Fidelity Life Insurance

Guardians of NZ Super Fund

Landcorp Board

MSH Trustee (Arrow Limited)

Trustee

Ceased to be a Board member

2

Ceased to be Director

Director

Appointed Guardian

Ceased to be Board Adviser

Trustee

Darrin Grafton

Financial Equities Limited

Grafton-Howe No.2 Trust

InterplX Inc.

1

Serko Australia Pty Limited

1

Serko Inc

1

Serko India Private Limited

1

Serko Investments Limited

1

Travelog World for Windows Pty. Limited

Director

Trustee

Appointed Director

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

1

Serko India Private Limited

1

Serko Investments Limited

1

Travelog World for Windows Pty. Limited

Director

Trustee

Director

Director

Director

Director

1 Serko subsidiary as detailed on page 81.

2 Simon Botherway ceased to hold this position from 9 May 2019

76
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 2019:

NameNature of relevant interest

Date of

acquisition/

(disposal)

Number of shares

acquired/(disposed)

Consideration

paid/received

5

Claudia BattenOn-market acquisition of beneficial

interest in ordinary shares (held in

custody for Claudia Batten pursuant to

Non-executive Director Fixed Trading

Plan)

1

10-Apr-18

7-May-18

5-Jun-18

5-Jul-18

6-Aug-18

5-Sep-18

5-Oct-18

14-Nov-18

4-Dec-18

8-Jan-19

5-Feb-19

5-Mar-19

1,668.42 ordinary shares

1,339.29 ordinary shares

1,370.43 ordinary shares

1,367.66 ordinary shares

1,452.46 ordinary shares

1,422.41 ordinary shares

1,166.71 ordinary shares

1,195.29 ordinary shares

1,328.57 ordinary shares

1,482.97 ordinary shares

1,246.50 ordinary shares

1,201.13 ordinary shares

$4,104.98

$4,125.00

$4,125.00

$4,062.58

$4,125.00

$4,125.00

$4,000.86

$3,871.58

$4,038.85

$4,078.17

$4,016.94

$4,035.79

Simon BotherwayOn-market acquisition of beneficial

interest in ordinary shares (held in

custody for Simon Botherway pursuant

to Non-executive Director Fixed Trading

Plan)

1

10-Apr-18

7-May-18

5-Jun-18

5-Jul-18

6-Aug-18

5-Sep-18

5-Oct-18

14-Nov-18

4-Dec-18

8-Jan-19

5-Feb-19

5-Mar-19

1,668.42 ordinary shares

1,339.29 ordinary shares

1,370.43 ordinary shares

1,367.66 ordinary shares

1,452.46 ordinary shares

1,422.41 ordinary shares

1,166.71 ordinary shares

1,195.29 ordinary shares

1,328.57 ordinary shares

1,482.97 ordinary shares

1,246.39 ordinary shares

1,201.03 ordinary shares

$4,104.98

$4,125.00

$4,125.00

$4,062.58

$4,125.00

$4,125.00

$4,000.87

$3,871.58

$4,038.85

$4,078.17

$4,016.58

$4,035.46

Darrin GraftonBeneficial 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.

6-Jul-18

6-Jul-18

43,252 restricted shares

2

1,125 restricted shares

2, 3

$128,000.00

4

$3,328.00

4

77
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 Paid in the form of services to Serko.

5 The consideration for on-market trades is stated as the market price paid, excluding fees and taxes.

In accordance with the NZX Listing Rules, as at 31 March 2019, directors had a relevant interest (as defined in the Financial

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

NameRelevant interestPercentage

Darrin Grafton

1

14,032,86817.341%

Bob Shaw

2

12,943,42615.995%

Simon Botherway

3

2,339,350.842.891%

Claudia Batten

4

202,169.250.250%

Clyde McConaghy

5

181,8180.225%

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) 1,221,404 shares and 6,611 restricted shares by virtue of a

personal relationship with the legal and beneficial holder of these shares. This includes beneficial interest in 137,224 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 59,130 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. 20,350.84 ordinary shares are held in custody

pursuant to the Serko Non-executive Director Fixed Trading Plan.

4 20,351.25 ordinary 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.

Bob ShawChange in nature of relevant interest by

virtue of a change in the registered holder

(via change of trustee) of shares in which

Mr Shaw holds a beneficial interest.

Beneficial interest in ordinary shares with

restrictive conditions allocated pursuant

to the Serko Limited Employee Restricted

Share Plan, held in trust until vesting.

13-Apr-18

6-Jul-18

-

24,921 restricted shares

2

-

$73,750.00

4

78
SERKO ANNUAL REPORT

SHAREHOLDING INFORMATION

As at 30 April 2019 there were 80,922,809 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:

Size of shareholdingNumber of holders

1

%

Number of

ordinary shares

%

1 to 1,000 659 34.32 377,228 0.47

1,001 to 5,000 700 36.46 1,990,790 2.46

5,001 to 10,000 256 13.33 2,012,546 2.49

10,001 to 100,000 255 13.28 6,892,091 8.52

100,001 and over 50 2.60 69,650,154 86.07

TOTAL 1,920 100 80,922,809 100

1 Includes 2,768,571 ordinary shares with restrictive conditions held by Serko Trustee Limited on behalf of 42 beneficial holders (with 1,268,628 of those ordinary

shares allocated) 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.

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 Register during the financial reporting period.

DateDirectorParticulars of Board authorisation

6 Jul 18

Bob Shaw

Darrin Grafton

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

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

terms set out in the resolution dated 6 July 2018 and in accordance with the

terms of the Serko Employee Restricted Share Plan documentation.

23 Oct 18

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 23 October 2018 and on the grounds set out in the corresponding

directors’ certificate.

79
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

As at 30 April 2019 there were 42 beneficial holders holding a total of 1,499,943 ordinary shares with restrictive conditions

pursuant to the Serko Restricted Share Plan and 14 participants holding a total of 286,901 options pursuant to the Serko US Share

Incentive Plan. Further information on these incentive plans is contained in note 18 to the financial statements and in Serko’s ESG

Report, which can be found on the investor centre of the company’s website. Go to: www.serko.com/investor-centre/.

Set out below are details of the 20 largest shareholders of Serko as at 30 April 2019:

Shareholder

1

Number of ordinary shares held%

1Robert James Shaw & Geoffrey Robertson Ashley Hosking 12,884,296 15.92

2Darrin Grafton & Geoffrey Robertson Ashley Hosking 12,667,629 15.65

3National Nominees New Zealand Limited 8,168,404 10.09

4TEA Custodians Limited 2,827,274 3.49

5Serko Trustee Limited 2,768,571 3.42

6HSBC Nominees (New Zealand) Limited 2,702,878 3.34

7Citibank Nominees (NZ) Ltd 2,298,076 2.84

8Simon John Botherway & MSH Trustee (Arrow) Limited 2,034,091 2.51

9Philip Rodger Ball 1,476,411 1.82

10JPMORGAN Chase Bank 1,379,882 1.71

11Donna Bailey 1,221,404 1.51

12Joanne Maree Phipps 1,219,031 1.51

13Sherie Robyn Hammond 1,193,512 1.47

14Public Trust Forte Nominees Limited 1,073,406 1.33

15Cogent Nominees Limited 987,166 1.22

16Robert Alan Hawker & Elizabeth Anne Hawker 957,100 1.18

17Accident Compensation Corporation 930,000 1.15

18Michael John Thorburn 760,897 0.94

19John S Challis & AH Trustees (Challis Holdings) Ltd 665,762 0.82

20J P Morgan Nominees Australia Pty Limited 635,281 0.79

1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the

applicable members.

80
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 2019. As at the balance date (31 March 2019) there were

80,922,809 Serko ordinary shares on issue:

Substantial product holder

Number of ordinary shares in

which relevant interest is held

2

% of class held at date of last

notice

3

Geoffrey Hosking25,573,92531.603%

Darrin Grafton14,032,86817.341%

Robert Shaw12,943,42615.995%

First NZ Capital Group Limited

1

7,475,8769.238%

Milford Asset Management Limited6,095,8177.533%

1 First NZ Capital Group Limited files substantial product holder notices on behalf of First NZ Capital Group Limited’s and Harbour Asset Management Limited’s

aggregated relevant interests. As at 31 March 2019 First NZ Group Limited held an interest in 10,688 ordinary shares (0.013% of class at the date of last notice filed)

and Harbour Asset Management Limited held an interest in 7,465,188 (9.291% of the class at the date of the last notice filed).

2 Based on last substantial product holder notice filed.

3 Based on issued share capital of 80,922,809 as at 31 March 2019.

81
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

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 2019 are included in the relevant bandings for remuneration disclosed on page 73 of this Annual Report.

The following persons held office as directors of subsidiary companies as at 31 March 2019:

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.

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)

Darrin Grafton

Claudia Batten

Serko Trustee Limited (New Zealand)

Susan Putt

Fiona Rockel

Foshan Sige Information Technology Limited (China)

2

Gerard Neilsen

InterplX Inc. (US)

3

Darrin Grafton

4

Tony D’Astolfo

4

1 No subsidiary directors retired during the financial year, other than Chuck Buckner on the acquisition of InterplX Inc.

3.

2 Serko also has a representative office in China.

3 InterplX Inc. was acquired on 20 December 2018.

4 Appointed during the year.

82
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 dollars

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

EBITDA

(refer page 19)

EBITDA 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 dollars

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 dollars

ZenoSerko’s premium cloud-based online

travel booking solution

$All figures are in New Zealand dollars,

unless otherwise stated

83
SERKO ANNUAL REPORT

ABOUTSERKO

02

HIGHLIGHTS

04

LETTER

06

STRATEGICOVERVIEW

10

PRODUCTS

12

LEADERSHIP

14

MANAGEMENTCOMMENTARY

18

FINANCIAL STATEMENTS

28

GOVERNANCE &DISCLOSURES

70

CORPORATERESPONSIBILITY

16

DIRECTORY

83

COMPANY DIRECTORY

KEY DATES

30 SEPTEMBER 2019

Half-year End

20 NOVEMBER 2019

Half-year Results

Announced

31 MARCH 202021 AUGUST 2019

Financial-year EndAnnual Shareholders’

Meeting

Serko’s ESG Report, which includes its Corporate Governance Statement, can be found at www.serko.com/investor-centre.

New Zealand

Saatchi Building

Unit 14D

125 The Strand

Parnell, 1010

+64 9 309 4754

New Zealand

Saatchi Building

Unit 14D

125 The Strand

Parnell, 1010

+64 9 309 4754

Australia

Level 8

75 Elizabeth Street

Sydney 2000

NSW, Australia

+61 2 9435 0380

Australia

Link Market Services Limited

Level 12

680 George Street

Sydney 2000

NSW, Australia

+61 1300 554 474

Australia

c/- Sly & Russell Legal

Nominees Pty Ltd

Level 18

225 George Street

Sydney 2000

NSW, Australia

New Zealand

Link Market Services Limited

Level 11, Deloitte House

80 Queen Street

Auckland 1140, New Zealand

+64 9 375 5998

serko@linkmarketservices.co.nz

Deloitte Limited

Deloitte Centre

80 Queen Street

Auckland 1040, New Zealand

+64 9 303 0700

Simon Botherway (Chairman)

Claudia Batten

Robert (Clyde) McConaghy

Darrin Grafton

Robert (Bob) Shaw

Serko is a company incorporated with limited liability under the New Zealand Companies Act 1993

New Zealand Companies Office registration number 1927488

Australian Registered Body Number (ARBN) 611 613 980

For investor relations queries contact: InvestorRelations@serko.com

PRINCIPAL

ADMINISTRATION

OFFICE

REGISTERED OFFICESHARE REGISTRAR

DIRECTORSAUDITOR

84
SERKO ANNUAL REPORT

Serko Limited Annual Report 2019

www.serko.com

---

1
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

25

SOCIAL

08

2019

ENVIRONMENTAL

SOCIAL &

GOVERNANCE

REPORT

2
Serko ESG

ENVIRONMENTAL

SOCIAL

GOVERNANCE

3
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

25

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 21 May 2019

and is accurate as at that date. The Board does not undertake

any obligation to revise this Report to reflect events or

circumstances after 21 May 2019 (other than in accordance

with the continuous disclosure requirements of the applicable

Listing Rules).

CONTENTS

Introduction

4

Environmental6

Social8

Governance12

Risk Management25

4
Serko ESG

People:

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

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.

Further information and our full Annual Report can be

found on the investor centre of Serko’s website.

Serko’s first Environmental Social and Governance

(ESG) Report was produced in 2018. The United

Nations (UN) Sustainable Development Goals

(SDGs) have been adopted for Serko’s ESG initiatives

to be reported against. Serko’s ESG framework

remains under development and will continue to be

progressed over time.

The SDGs are a set of global initiatives set by the UN

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:

5
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

25

SOCIAL

08

People:

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

6
Serko ESG

ENVIRONMENTAL

7
Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

25

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 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 CO2 emissions to its customers.

Serko could also become the medium by which travellers could

pay carbon offsets. These environmental initiatives will be

considered as part of the product innovation road-map.

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 drafted a manual and procedures outlining

Serko’s environmental goals, including in respect of:

• 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.

For FY20, Serko plans to obtain internal feedback on this and

gain employee commitment to its goals.

Serko sees these goals 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

25

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 (10% rolling

annual turnover measured at 31 March 2019) 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.

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

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 2018 to 31 March 2019 (FY19)

we hired 78 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 address this issue

we have introduced an intern programme and have attracted

female technologists to the organisation as a result. Our intent

is to build this programme into a graduate programme to retain

this talent for the future. 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. Serko is proud to have one of NZX’s few female

Chief Financial Officers.

Promote a merit-based environment in which employees

have the opportunity 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 many internal opportunities were

provided to people as we grew our team both within Australasia

and by growing internationally, particularly the US Market,

supporting the development of our people and retaining our

talent. In addition, resilience and other wellness initiatives

were run to support our people while we scale.

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.

Serko applies particular scrutiny to both salaries that

individuals are appointed at, and also during the pay review

process to ensure parity is provided based on genders. We

will continue to assess this as we enter this year’s pay review

process.

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 2019, Serko employees represented 22 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.

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:

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FemaleMale

2019201820192018

no.%no.%no.%no.%

All Directors120%120%480%480%

Non-Executive Directors133%133%266%266%

Officers

1

114%120%686%480%

Senior Employees

2

429%433%1071%867%

Remaining Workforce6638%3539%11062%5461%

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.

During FY20, Serko’s diversity objectives are to continue 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 opportunity 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. This year’s focus will

be on developing our learning and development initiatives,

and in particular given the high rate of growth Serko is

experiencing, ensuring an innovative global onboarding

programme is produced to escalate the time to efficiency of

our new employees.

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. As with prior

years, we will continue to conduct our pay parity audit to

ensure equity provided to our team.

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 2019 and

31 March 2018 are set out in the table below:

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GOVERNANCE

The Board and management of Serko 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 1 January 2019 (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 2019.

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 on the Australian Securities Exchange (ASX) as an

ASX Foreign Exempt Listing. As an ASX Foreign Exempt Listing,

Serko needs 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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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.

Directors should set high

standards of ethical behaviour,

model this behaviour and hold

management accountable for

these standards being followed

throughout the organisation.

Principle 1

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.

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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.

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

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.

To ensure an effective Board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.

Principle 2

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

BOARD AND COMMITTEE ATTENDANCE

The table below shows the Board and Committee meeting attendance during the year ended 31 March 2019:

Director attendanceBoardSpecial Meetings

Sub-Committee

Meetings

Audit & Risk

Committee

Remuneration

& Nominations

Committee

Darrin Grafton12/126/83/3**

Bob Shaw11/126/8-**

Simon Botherway12/128/83/35/54/4

Clyde McConaghy11/126/81/15/53/4

Claudia Batten12/127/8-5/54/4

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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 2019, 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

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

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 2019, performance

reviews took place in accordance with that process.

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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 revised NZX

Code and the Board Charter. Generally speaking, a director

is considered to be independent if that director is not an

employee of Serko and if the director has no direct or indirect

interest or relationship that could reasonably influence or

be perceived to 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.

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.

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.

The Board should use committees

where this will enhance its

effectiveness in key areas, while

still retaining Board responsibility.

Principle 3

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The Board should demand

integrity in financial and

non-financial reporting and in

the timeliness and balance of

corporate disclosures.

Principle 4

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 Chairman of the Committee is not

permitted to have been an audit partner or senior manager at

Serko’s external audit firm within the past three years.

The current members of the Committee are 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

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

Serko 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.

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.

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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. To

demonstrate this, Serko has chosen to report 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 but

will be reviewed this calendar year with a view to providing

flexibility for Serko to appoint an additional non-executive

director in the future. Serko currently pays directors’ fees

that, in aggregate, amount to AUD$300,000

1

per annum as

detailed below. This represents an increase from the fees paid

in FY18 (totalling ~NZ$250,000 per annum) to reflect the

time commitment and responsibilities required of Serko’s non-

executive directors as the company expands internationally.

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 initial public listing (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.

During FY18, 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

1. Approximately NZ$320,000, subject to exchange rate fluctuations.

The remuneration of directors and

executives should be transparent,

fair and reasonable.

Principle 5

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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

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. Due to Australian legislative requirements,

superannuation is payable to our Australian resident non-

executive director for time dedicated to Serko while working

in Australia. No retirement benefits will be paid to other non-

executive directors on their retirement.

PositionFees per annum

Board of DirectorsChairAUD$120,000

Non-executive DirectorsAUD$75,000

Audit & Risk CommitteeCommittee ChairAUD$15,000

Committee Member-

Remuneration & Nominations CommitteeCommittee ChairAUD$15,000

Committee Member-

The Board has agreed that the following fixed annual fees will apply to all non-executive directors during FY20:

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;

• 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).

Actual fees paid to non-executive directors during FY18 are set out in Serko’s latest Annual Report.

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• 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

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 2019, 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 US Share Incentive Plan, participants are offered

options to acquire ordinary shares upon exercise of their

options. Options generally vest (meaning they are able to be

exercised) in four tranches commencing two-years after they are

granted, subject to continued employment.

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 FY19 remuneration mix for the executive directors

included: 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.

This remuneration composition will carry forward into the

FY20 year.

22
Serko ESG

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 FY19 and will be paid in FY20. Darrin Grafton’s potential short-term incentive payment for FY19 was $140,000.

During the financial period, Darrin Grafton also received a short-term incentive of $85,000, which was earned in FY18 and paid in FY19.

4. The short-term incentive stated was earned in FY19 and will be paid in FY20. During the financial period, Bob Shaw also received a short-term incentive of

$50,000, which was earned in FY18 and paid in FY19.

5. The FY19 long-term incentive was granted in July 2018, following partial achievement of pre-grant performance targets based on FY18 performance. The

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

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 2019:

long-term incentives for the FY20 year and determining the

individual component of any short-term incentive payable

for the FY19 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 2019,

performance reviews took place in accordance with that process.

No termination payments are payable to the executive

directors in the event of serious misconduct.

During the period ended 31 March 2019, 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 culture and safe working

environment.

Delivery of these KPIs is used to assess whether pre-

performance hurdles are met in relation to the granting of

*Earnings Before Interest, Taxation, Depreciation and Amortisation

Base salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal remuneration

STILT I

5

Subtotal

Darrin Grafton$350,334$30,000$380,334$50,400

3

$200,000 in the

form of 43,252

restricted shares

$250,400$630,734

Bob Shaw$254,229$30,000$284,229$21,600

4

$125,000 in the

form of 24,921

restricted shares

$146,600$430,829

23
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INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

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SOCIAL

08

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 key audit partner is changed at

least every five years so that no such persons shall be engaged

in an audit of Serko for more than five consecutive years. In

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.

The Board should ensure the

quality and independence of the

external audit process.

Principle 7

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.

Principle 6

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Serko ESG

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.

The Board should respect the

rights of shareholders and foster

constructive relationships with

shareholders that encourage

them to engage with the issuer.

Principle 8

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.

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 2019 Annual Shareholders’ Meeting will be held in

Auckland on 21 August 2019. 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.

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Serko ESG

INTRODUCTION

04

ENVIRONMENTAL

06

GOVERNANCE

12

RISK MANAGEMENT

25

SOCIAL

08

RISK

MANAGEMENT

26
Serko ESG

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

1. Audit and Risk Committee

2. Delegated Financial Authority

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.

STRATEGICOPERATIONALFINANCIALEXTERNAL

INHERENT RISKS OF DOING BUSINESS

RISK APPETITE

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

Zero Tolerance:

O -Strategy, Compliance, Health and

safety risks to be avoided.

27
Serko ESG

INTRODUCTION

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ENVIRONMENTAL

06

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RISK MANAGEMENT

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SOCIAL

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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.

In addition to ensuring employee safety, Serko is very focused

on the wellbeing of all Serko people. Serko supports its people

with an outsourced globally accessible Employee Assistance

Programme, which is promoted within the team to encourage

usage. To support a busy workplace, with high ambitions and

performance expectations, this year Serko ran a wellness

programme focusing on improving individual resilience. This

programme received very positive feedback from participants

and is planned to be rolled-out to more staff in FY20.

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 best practice

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 requirements

which came into effect 25 May 2018.

www.serko.com
Serko Environmental, Social & Governance Report 2019

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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