Serko Limited/Announcement
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Serko's Audited FY24 Financial Results

Full Year Results27 May 2024SKOIndustrials

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

Market Release

28 May 2024


Serko’s audited financial results for the year to 31 March 2024

1,2

Successful execution delivers strong FY24 results

• Total income confirmed at $71.2m (+48%)

• Total spend of $83.9 million (+1%), below the FY24 guidance range of $86m – $90m

• FY25 guidance for total income of $85m – $92m

• On track for positive cashflow for FY25

Financial summary NZD % change v FY23

Total income $71.2m +48%

Total spend $83.9m +1%

Operating expenses $89.7m +8%

EBITDAF loss $1.6m 93% improvement

Net loss after tax $15.9m 48% improvement

Average underlying monthly cash burn $0.6m 78% improvement


Serko Limited (NZX & ASX: SKO) today released its audited financial results for the year to 31 March

2024, with total income confirmed at $71.2 million – up 48% and above the middle of the guidance

range revised upwards in November.

Serko Chair, Claudia Batten, said: “These strong results reflect the material progress we have made on

our priorities, in an often complex and uncertain external environment.

“Underpinning Serko’s progress has been a deliberate and sustained shift in how we operate. We are

seeing benefits from strengthened leadership and expertise, a scalable operating model, and targeted

investment to support innovation and growth. Today Serko is a more robust and dynamic business as

we pursue the next phase of our strategy.

“Our renewed partnership with Booking.com for a further five years, as announced on 30 April 2024, is

a major milestone – providing a strong foundation for future global scale. We are executing plans with

Booking.com to deliver further growth through customer acquisition and activation, and expansion of

the product offering.”



1

Comparative numbers are for the prior comparative period (FY23) unless otherwise stated. All dollar amounts are New Zealand

dollars, unless otherwise stated.

2

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



2

FY24 growth driven by strong first half

Online bookings 4.9 million +19%

Completed room nights on Booking for Business 2.5 million +65%


The first half benefitted from higher ARPB, favourable FX and higher-than-expected business travel

volumes in Australasia. Second half revenue was lower than expected mainly driven by slower growth

in completed room nights than projected, unanticipated seasonality in ARPCRN and a decline in the

Euro:NZD exchange rate since guidance was updated in November 2023.

Unmanaged travel: Driving material revenue growth

Completed room nights on Booking.com for Business grew 65% to 2.5 million from 1.5 million in

FY23, reflecting strong first half growth combined with higher ARPCRNs and a favourable FX rate.

Active customers using the Booking.com for Business platform increased 10% across the year to

approximately 172,000. ARPCRN was up 4% on FY23.

Serko Chief Executive and Co-Founder, Darrin Grafton, said: “We have continued to see overall growth

in the Booking.com for Business partnership, underpinned by completed room nights rising 65%. This

reflects the successful execution of the partnership to date and the strength of the opportunities

ahead.

“The foundations are in place and we are now implementing further scaling initiatives with

Booking.com to drive further volumes.”

Managed travel: Strengthened market leadership in Australasia

Mr Grafton said: “Online bookings increased 13% in Australasia from 3.4 million to 3.9 million. Rio

Tinto, one of the largest corporate travel accounts in Australia, went live on Zeno during the first half

via American Express Global Business Travel.

“We continue to see future potential in Australasia underpinned by new and existing customers. We

have continued to deliver product improvements to our partners in the past year through a

strengthened Zeno offering.”

Increased operational leverage

Total spend was $83.9 million, below the 2024 guidance range of $86 million to $90 million and up 1%

from $83.3 million in FY23.

EBITDAF losses were $1.6 million, down from $21.8 million, a 93% improvement. Net losses after tax

were $15.9 million, down from $30.5 million, a 48% improvement.

Higher revenue and limited cost growth in the period has led to an 78% reduction in average

underlying monthly cash burn from $2.7 million in FY23 to $0.6 million in FY24.



3

Outlook

Serko anticipates demand for business travel in its key markets to remain strong.

Serko expects new unmanaged customer acquisition and activation initiatives to drive increased

volumes and total income during the FY25 year, weighted to the second half. Serko also anticipates

growth at FY24 levels in its Australasian business.

For the FY25 year, Serko anticipates total income in the range of $85 million – $92 million.

In line with previous statements, Serko expects to be cashflow positive for FY25.

With $80.6 million cash on hand at 31 March 2024 and no debt, Serko is well positioned to consider

organic and inorganic investments where these would advance strategic objectives.

Risks to the achievement of Serko’s FY25 goals include the precise timing of delivery of initiatives and

subsequent benefits, currency and ARPCRN movements, and geopolitical and macro-economic

factors.


Ends

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


Investor Call

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

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

To join the conference call, please dial the numbers below using the participant passcode 364343.

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

Australia +61 (0)2 7250 5438 or toll free 1 800 590 693

Numbers for additional countries can be accessed here.

You can join the webcast here.


Further information

Investors

Shane Sampson

Chief Financial Officer

+64 9 884 5916

investor.relations@serko.com

Media

Coran Lill

+61 (0)468 963 068

coran.lill@csladvisory.co.nz



4

Important Notes

Non-GAAP definitions

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

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

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

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

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

Report and this Investor Presentation.

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

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

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

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

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

generating hotel transactions.

• Average underlying monthly cash burn is a non-GAAP measure and comprises the net cash flows

excluding movements between cash and short term investments, cash flows related to capital

raises and exceptional items from a timing perspective averaged over the months in the period.

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

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

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

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

measurement.

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

Serko’s Zeno and Serko Online platforms.

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

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

• Total spend is a non-GAAP measure comprising of operating expenses and capitalised

development costs. It excludes depreciation and amortisation.

---

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



Results Announcement

28 May 2024

Results for announcement to the market



Name of issuer Serko Limited (“SKO”)

Reporting Period 31 March 2024

Previous Reporting Period 31 March 2023

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from

continuing operations

$71,185 Up 48%

Total Revenue $71,185 Up 48%

Net profit/(loss) from

continuing

operations

($15,879)

49%

improvement

Total net profit/(loss) ($15,879) 49%

improvement

Interim/Final Dividend

Amount per Quoted Equity

Security

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

intention to pay dividends while Serko pursues growth

opportunities

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date Not applicable

Current period Prior comparable

period

Net tangible assets

per Quoted Equity

Security

68.75 cents 76.26 cents

A brief explanation of any

of the figures above

necessary to enable the

figures to be understood



Please refer to the market release and annual report released in

conjunction with this announcement.


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

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

Main Board).


Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand

Phone: +64 (9) 309 4754 • serko.com

Authority for this announcement

Name of person authorised

to make this announcement

Shane Sampson

Contact person for

this announcement

Shane Sampson, CFO

Contact phone number +64 9 884 5916

Contact email address investor.relations@serko.com

Date of release through MAP 28 May 2024


Audited financial statements for the period ended 31 March 2024 accompany this

announcement.

---

Financial Results
for the12 months to 31 March 2024

Investor Presentation • 28 May 2024

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

All currency amounts are in NZ dollars unless stated otherwise.

•Information in this presentation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Comparative figures are for the prior comparative period (FY23) unless otherwise stated.

Serko 2

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

Incorporated in New Zealand ARBN 611 613 980

Contents
04 CEO overview

11 Progress on strategy

19 Financial update

28 Outlook

Darrin Grafton

CEO

Shane Sampson

CFO

Serko 3

CEO Overview
Serko 4

Refer to Appendix for definitions and descriptions of the non-GAAP measures used by management throughout this presentation.

Successful FY24 execution delivering benefits
Booking.com for

Businessgrowth

Partnership renewed for

further five years*

Strengthened

market position

Retention and new

growth in Australasia

Delivering

operational leverage

On track for cashflow

positive in FY25

Enhanced executive

and expertise

Strengthened executive

capability to support scale

A sustained shift in how Serko operatesRealising the growth opportunity

Serko 5

* Renewed April 2024.

Strong performance, on track for FY25 cashflow positive
RevenueProfit (loss)CostsBalance sheet

$(1.6m)

EBITDAF loss

93% improvement

$0.6m

Underlying avg

monthly cash burn

78% improvement

Serko 6

$71.2m

Total

income

48% increase

$89.7m

Operating

expenses

8% increase

$83.9m

Total spend

1% increase, below

FY24 guidance

$(15.9m)

Net loss

after tax

48% improvement

$80.6m

Cash

on hand

8% decrease YoY

Delivering consistent year-on-year growth
•Growth driven by progress of Booking.com for Business and strengthened Australasianperformance.

•Total income above the middle of the upwards revised guidance range provided in November.

$18.9m

$48.0m

$71.2m

$0m

$10m

$20m

$30m

$4 0m

$50m

$60m

$7 0m

$80m

FY22FY23FY24

Total income $m

2.2m

4.1m

4.9m

0.0m

1.0m

2.0m

3.0m

4. 0m

5.0m

6.0m

FY22FY23FY24

Total online bookings

0.3m

1.5m

2.5m

0.0m

0.5m

1.0m

1.5m

2.0m

2.5m

3.0m

FY22FY23FY24

Completed room nights

65%

19%

48%

Serko 7

Annual growth driven by strong first half
•The first half benefitted from higher ARPB, favourable foreign exchange rates and higher-than-expected

business travel volumes in Australasia.

•Second half revenue was lower than expected mainly driven by slower growth in completed room nights than

projected, unanticipated seasonality in ARPCRN and a decline in the Euro:NZD exchange rate since guidance

was updated in November 2023.

0.1m

0.2m

0.5m

1.1m

1.3m

1.2m

1H222H221H232H231H242H24

Completed room nights

1.1m

1.0m

2.0m

2.2m

2.5m

2.4m

1H222H221H232H231H242H24

Total online bookings

$9.5m

$9.4m

$19.4m

$28.6m

$36.3m

$34.8m

1H222H221H232H231H242H24

Total income $m

Serko 8

Sustainable, scalable growth remains critical focus
•Total spend of $83.9m, up 1% on FY23 and below the FY24 guidance range of $86 million to $90 million.

•Total operating expenses, up 8% on FY23, reflecting an increase in amortisation and depreciation along with

increased hosting and other operating expenses.

•Total spend as a percentageof total income has decreasedfrom 174% in FY23 to 118% inFY24, a 56% year-on-

year improvement. From FY22 to FY24 the total spend percentage of total income has decreased by 212%.

$62.3m

$83.3m

$83.9m

FY22FY23FY24

Total spend $m

$55.1m

$82.8m

$89.7m

FY22FY23FY24

Total operating expenses $m

$18.9m

$48.0m

$71.2m

$62.3m

$83.3m

$83.9m

FY22FY23FY24

Total income vs total spend

Total incomeTotal spend

Serko 9

On track for positive cashflow for FY25
Serko 10

* Underlying cash burn is adjusted for one-off items such as: net funds from capital raise and payments made in 2H23, that ordinarily would have been paid in 2H22 and relate to FY22.

$3.3m

$2.7m

$0.6m

FY22FY23FY24

Underlying average monthly cash burn*

($39.6m)

($32.6m)

($7.1m)

FY22FY23FY24

Underlying cash flow

Progress on strategy
Serko 11

FY23 – 25
Strategic

Goals

FY24

Business

Highlights

Scaled and globally competitive business

Progress on our strategic priorities

Experimentation

benefits

$4.3 million

*

annualised

net revenue following

successful product

experimentations

Booking.com

delivery and growth

65% increase in

Completed Room

Nights;renewal

of partnership

(in April 2024)

Australasian

market leadership

Strengthened market

positionwith

13%increase in

online bookings

Technology and

productinnovation

Strengthened product

capabilities and

integrations with

continued enhancement

of our technology platform

High employee

engagement

Employee

engagement

increased to 78%,

from 72% in FY23

Culture

Develop a culture of

engaged Serkodians

aligned to our purpose,

mission and values

Marketplace

and content

Commercialise the

connected trip

experience through

an open platform

Managed

revenue

Consistently grow

market share in global

managed travel market

through TMC partnerships

and inorganic growth

Unmanaged

revenue

Establish significant

market share

in unmanaged

travel market

Customer

success

Deliver an exceptional

customer experience (CX)

through experimentation-

driven development

Serko 12

* Estimate based on AB testing results in FY24 extrapolated for a full year using an average $ booking rate

€ 6.88
€ 9.34

€ 9.75

FY22FY23FY24

64

157

172

FY22FY23FY24

0.3m

1.5m

2.5m

FY22FY23FY24

28

64

109

157

176

172

1H222H221H232H231H242H24

Active customers (k)

Upward trend with strong first half

Serko 13

0.1m

0.2m

0.5m

1.1m

1.3m

1.2m

1H222H221H232H231H242H24

Completed Room Nights (CRN)

€ 6.61

€ 7.04

€ 10.10

€ 9.03

€ 10.09

€ 9.38

1H222H221H232H231H242H24

Average revenue per CRN (€)

UNMANAGED TRAVEL

Progress underpinned by innovation and execution
Examples of features rolled out in FY24

Jun 2023

Content and

servicing

Partnered with CWT

to extend content

offering, provide

access to exclusive,

loyalty earning

rates and offer

24/7 support

Jun 2023

Room

selection

Intuitive room

selection experience

that enables users

to make better

purchase decisions

Oct 2023

Travel

tracking

Integration with

real-time tool,

Traxo, for enhanced

traveller safety

Nov 2023

Travel

receipts

Streamlined

expense

reimbursement

process

Dec 2023

Hotel

budgets

Spend control to

drive compliance

with company's

travel policy

Serko 14

UNMANAGED TRAVEL

May 2024

Booking.com for Business named

Travel Innovation of the Year

Oct 2023

Booking.com for Business named

Best self-booking tool

Mar 2024

Personalised

stay

Search experience

optimised for

repeat travel

Booking.com for Business plans
•Testing new online

marketing channels

•Developing product

features that expand our

addressable audience.

•A combination of

experimentally developed

improvements to the B4B

user interface, and

•Development of new features

that help businesses

efficiently administer their

travel spend and safeguard

their workforce.

•Enriching the B4B value

proposition through a

marketplace of discounted

ancillary services

•Testing incentives and

loyalty, as mechanisms

to drive higher purchase

frequency, and

•Improving post booking

experience to drive higher

retention rates.

Serko 15

Phase 1

Migration

Phase 2

Activating +

Engaging

Phase 3

Scaling

CompleteH2 FY22 –23FY23 –24

UNMANAGED TRAVEL

Foundation complete. Plans to increase growth being activated

Active customer growthVolume growthCustomer acquisition growth

$5.07
$4.96

$5.12

FY22FY23FY24

1.9m

3.4m

3.9m

FY22FY23FY24

Strengthened market position in Australasia

•Online bookings were up 13% in

Australia and New Zealand to 3.9

million, the result of increased

transaction volumes in

Australasia and new customer

wins.

•Rio Tinto, one of the largest

Australian corporate travel

accounts went live on Zeno

during the first half via American

Express Global Business Travel.

Serko 16

$4.91

$5.11

$5.06

$4.87

$5.02

$5.33

1H222H221H232H231H242H24

Australasia ARPB ($)

1.1m

0.9m

1.7m

1.7m

2.0m

1.9m

1H222H221H232H231H242H24

Australasia online bookings (m)

MANAGED TRAVEL

Online bookings up 13% in Australia and New Zealand

Continued strengthening of Zeno offer
Examples of features rolled out in FY24

Jul 2023

Vehicle selection

Allows customers

within the resources and

mining industry to book

specific vehicles online

Sep 2023

Online changes

Empowers travel bookers

to get instant pricing

for flight changes,

without contacting

their travel agent

Nov 2023

Airline aggregator

Enables the sourcing

of airlines through

a single platform

Jan 2024

Hotel shopping

Enhances hotel and

shopping experience

for travel to regional

destinations

Apr 2024 (post balance date)

Sabre NDC

integration

Provides efficiency

benefits to corporations,

bookers and TMCs by

accessing range of airline

offersthrough Zeno

Serko 17

MANAGED TRAVEL

Progress on sustainability practices
Environment

•Completion of our inaugural mandatory

Climate-Related Disclosures under the

Aotearoa New Zealand Climate Standard

reporting framework

•Improved carbon intensity performance

from 11.68 to 9.82 (tCO

2

e of GHG

emissions per $m of total income)

Social

•New Guiding Principles introduced to guide

our behaviours, decisions and actions

•High employee engagement, up from

72% in FY23 to 78% in FY24

•Internal appointments for new or existing

roles increased to 29%, up from 17% last year

•Serkodians invested 1,800 hours of their

timeinour‘Day of Community’

•Achieved Advanced GenderTick accreditation

•Maintained a less than 1% median

remuneration difference between males and

females when comparing roles of

comparable scope and complexity

Governance

•Improved capability in our board

and executive team

•Refreshed executive remuneration structure

•Strengthened risk management practices

through the business

•Materiality assessment completed,

identifying areas that matter most

to our stakeholders and the business

•Strengthened stakeholder engagement

Serko 18

Serko’s 2024 ESG Report available

now at www.serko.com/investors

Financial Update
Audited financial results for the 12 months to 31 March 2024

Serko 19

Net profit summary /
EBITDAF reconciliation

•Continuing to achieve operating

leverage as revenue grows.

•Weaker New Zealand dollar drove

foreign exchange losses on forward

exchange contracts used to provide

an economic hedge for revenue.

•High interest rates drove stronger

interest income.

Net Profit Summary20242023changechange

EBITDAF Reconciliation$'m$'m$'m%

Revenue68.846.522.348%

Other income2.41.50.958%

Total income71.248.023.248%

Operating expenses

(89.7)(82.8)(6.9)(8%)

Percentage of revenue

(130%)(178%)

Foreign exchange gains/(losses)

(1.1)1.7(2.8)(162%)

Net finance (expense)/income

3.92.61.452%

Net (loss) before tax

(15.7)(30.5)14.849%

Percentage of revenue

(23%)(66%)

Income tax expense(0.2)(0.1)(0.1)(144%)

Net (loss) after tax(15.9)(30.5)14.7(48%)

Percentage of revenue

(23%)(66%)

Deduct: net finance (expense)/income(3.9)(2.6)(1.4)(52%)

Add back: income tax0.20.10.1144%

Add back:depreciation and amortisation17.013.03.930%

Add back: net foreign exchange (gains)/losses1.1(1.7)2.8162%

EBITDAF (loss)(1.6)(21.8)20.293%

Percentage of revenue(2%)(47%)

Serko 20

Revenue analysis
•Booking.com for Business partnership

continues to drive growth in the

Supplier Commissions category and

the Europe and Other geography.

•Travel platform booking revenue grew

driven by increased Australian and

New Zealand business travel volumes

and new customer wins.

•ARPB grew driven by the increased

proportion of Booking.com for

Business transactions.

Revenue and other Income by Type20242023changechange

$'m$'m$'m%

Revenue – transaction and usage fees:

Travel platform booking revenue19.216.32.918%

Expense platform revenue5.35.00.37%

Supplier commissions revenue42.923.419.684%

Services revenue1.01.6(0.6)(36%)

Other revenue0.30.3-(2%)

Other Income2.41.50.958%

Total revenue and other income71.248.023.248%

Operating Revenue by Geography

Australia20.618.12.413%

New Zealand3.02.50.520%

North America3.03.0-(1%)

Europe and Other42.222.919.485%

Total Revenue68.846.522.348%

Total travel bookings (m)5.94.81.123%

Online bookings (m)4.94.10.819%

ARPB (travel related revenue only/online bookings)$12.71$9.56$3.1533%

Average revenue per completed room night (ARPCRN)€9.75€9.34€0.414%

Serko 21

Operating expenses
•Serko has maintained cost control for

FY24 while continuing to drive the

business towards its growth

objectives.

•Total remuneration and benefits were

flat reflecting lower remuneration and

benefits and EISS costs largely offset

by lower capitalisation of

development resource.

•Third party direct costs increased

broadly in line with increased online

travel booking volumes.

•Amortisation has increased reflecting

a higher proportion ofintangibles

being amortised over three years

rather than five years.

22

Operating expenses20242023changechange

$'m$'m$'m%

Total remuneration and benefits49.449.30.1

-

Percentage of revenue72%106%

Third party direct costs12.210.41.817%

Percentage of revenue18%22%

Other operating expenses11.110.01.111%

Percentage of revenue16%22%

Total amortisation and depreciation17.013.0

3.9

30%

Percentage of revenue25%28%

Total Operating Expense89.782.86.98%

Percentage of revenue130%178%

Serko 22

Note: A further breakdown of Operating Expenses

can be found in note 5 of the financial statements.

$82.8m

$89.7m

$2.4m

$1.8m

$3.9m

$0.9m

$1.0m

$1.0m

$65m

$7 0m

$7 5m

$80m

$85m

$90m

$95m

FY23

Op er ati ng

Expenses

Remun eration

and benefits

EISSLower

Capitalisation

3r d p ar ty

direct costs

Amortisation

and

depreciation

Oth er

exp en ses

FY24

Op er ati ng

Expenses

Operating Expenses FY24 v FY23

Total spend
•Total Spend for the year was held

almost flat, increasing to $83.9 million

from $83.3 million (1% increase).

•Increases in Other operating expenses

and Third party direct costs were

largely offset by lower remuneration

and benefits and EISS costs.

Total Spend20242023changechange

$'m$'m$'m%

Expenses from ordinary activities89.782.86.98%

Add back: capitalised development11.213.6(2.4)(17%)

Deduct:depreciation and amortisation(17.0)(13.0)(3.9)(30%)

Total Spend83.983.30.61%

Percentage of revenue122%179%

23

Serko 23


331

364

347

-

100

200

300

40 0

FY22FY23FY24

Total headcount

Employ eesContractor

Headcount

Serko 24

Geography of headcount

New ZealandAustraliaUnited StatesChina

FY24

FY23

Product design and development
•Product design and development

(PD&D) costs is a non-GAAP measure

representing the internal and external

costs related to PD&D that have been

included in operating expenses or

capitalised as computer software

development during the period plus

amortisation of previously capitalised

PD&D.

•Total PD&D expenditure decreased

slightly driven by reductions in

contractors as Serko completed

several major projects.

Product Design and Development Expenditure20242023ChangeChange

$'m$'m$'m%

Total Product Design & Development40.741.7(1.0)(2%)

Percentage of revenue59%90%

Less: capitalised product development costs(11.2)(13.6)2.417%

Percentage of Product Design & Development costs28%33%

Total Product Design & Development (excluding amortisation)29.528.21.35%

Percentage of revenue43%61%

Add: Amortisation of capitalised development costs15.311.24.237%

Total44.839.35.514%

Percentage of revenue65%85%

Serko 25

24

Underlying cash flow
•Underlying cash flow is a proxy for

free cash flow and excludes

movements between cash and short

term investments, cash flows related

to capital raises and unusual items

from a timing perspective.

•Underlying cash flow has improved as

Serko achieves operational leverage

on strong revenue growth.

24

Adjusted Cash flow20242023ChangeChange

$'m$'m$'m%

Adjusted cash flows from operating activities4.7(19.2)23.9125%

Adjusted cash flows from investing activities(11.4)(14.0)2.618%

Adjusted cash flows from financing activities----

Net foreign exchange differences(0.4)0.5(0.9)(178%)

Underlying cash flow(7.1)(32.6)25.578%

Average monthly underlying cash burn(0.6)(2.7)2.178%

Cash, cash equivalents and short-term deposits

at beginning of year87.7124.5(36.8)(30%)

Add back adjustments:

One-off payment relating to 2022 made in 2023-(4.1)4.1100%

Reported Cash, cash equivalents and

short-term deposits at the end of the year80.687.7(7.1)(8%)

Serko 26

Balance sheet
•Serko’s balance sheet remainsstrong

with cash and short-terminvestments

of $80.6 million and nodebt.

•Intangibles decreased as the Group's

software assets are amortised at a

greater rate thancapitalisation of

internal development.

Balance Sheet20242023ChangeChange

$'m$'m$'m%

Cash and Short Term Deposits80.687.7(7.1)(8%)

Other Current Assets14.813.8

0.9

7%

Intangibles31.135.0(3.9)(11%)

Other Non Current Assets3.64.3(0.7)(16%)

Total Assets130.1140.9(10.8)(8%)

Current Liabilities13.312.21.19%

Non Current Liabilities1.12.7(1.7)(61%)

Equity115.7125.9(10.2)(8%)

Total Liabilities and Equity130.1140.9(10.8)(8%)

Serko 27

Outlook
Serko 28

Outlook
Serko anticipates demand for business travel in its key markets to remain strong.

Serko expects new unmanaged customer acquisition and activation initiatives

to drive increased volumes and total income during the FY25 year, weighted

to the second half. Serko also anticipates growth at FY24 levels in its

Australasian business.

For the FY25 year, Serko anticipates total income in the range of $85m-$92m.

In line with previous statements, Serko expects to be cashflow positive for FY25.

With$80.6 million cash on hand at 31 March 2024and no debt, Serko is well

positioned to consider organic and inorganic investments where these would

advance strategic objectives.

Risks to the achievement of Serko’s FY25 goals include the precise timing of

delivery of initiatives and subsequent benefits, currency and ARPCRN movements,

and geopolitical and macro-economic factors.

Serko 29

Q&A
Serko 30

Appendix
Serko 31

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

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

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

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

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

preceding 12-month period.

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

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

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

commissions revenue per completed room night for revenue generating hotel transactions.

•Australasia: New Zealand and Australia

•Carbon Intensity is a non-GAAP measure comprising the total Serko Greenhouse Gas emissions in (tonnes of CO

2

emitted in the period)

relative to the Total Income ($m) earned by Serko over the same period.

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

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

booked and the traveller has completed the stay at the hotel.

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

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

Serko 32

Definitions (continued)
•EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,

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

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

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

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

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

platforms.

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

foreign exchange gains and losses.

•PD&D or Product design and development costsare a non-GAAP measure representing the internal and external costs related to the

design, development and maintenance of Serko’s platforms, including costs within operating expenses and amortisation. It excludes

capitalised development costs.

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

amortisation.

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

•Underlying cash flow is a non-GAAP measure comprising cash flows excluding movements between cash and short term investments,

cash flows related to capital raises and exceptional items from a timing perspective.

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

platform.

Serko 33

FY24 results summary
1H232H23FY231H242H24FY24FY24 v FY23 %

Financial ($m)

Total income$19.4m$28.6m$48.0m$36.3m$34.8m$71.2m48%

Total operating expenses$42.3m$40.5m$82.8m$45.3m$44.4m$89.7m8%

Total spend$41.1m$42.2m$83.3m$42.2m$41.8m$83.9m1%

EBITDAF gain/(loss)($16.9m)($4.9m)($21.8m)($0.8m)($0.8m)($1.6m)93%

Net gain/(loss) after tax($19.7m)($10.8m)($30.5m)($7.2m)($8.7m)($15.9m)48%

Average monthly cash burn$3.6m$2.5m$3.1m$0.6m$0.6m$0.6m(81%)

Underlying average monthly cash burn$3.6m$1.8m$2.7m$0.6m$0.6m$0.6m(78%)

Operational

Online bookings (millions)2.0m2.2m4.1m2.5m2.4m4.9m19%

Completed room nights (millions)0.5m1.1m1.5m1.3m1.2m2.5m65%

ARPB$7.85$11.16$9.56$12.88$12.53$12.7133%

ARPCRN€10.10€9.03€9.34€10.09€9.38€9.754%

Active Customers (000)10915715717617217210%

Serko 34

180+
countries with

active users

4.9 million+

trips booked

annually

640,000+

registered customers

across the globe

2007

founded

5 offices

over New Zealand,

USA, Australia, China

340+

size of our team

Thank you

---

Annual
Report

2024

This Annual Report is dated 28 May 2024 and is signed on behalf
of the Board of Directors (Board) of Serko Limited by Claudia Batten,

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

Darrin Grafton

Chief Executive Officer

Claudia Batten

Chair

Contents
Serko at a glance . . . . . . . . . . . . . . . . . . . . . . . . . .2

Financial highlights . . . . . . . . . . . . . . . . . . . . . . . .3

Business highlights . . . . . . . . . . . . . . . . . . . . . . . .4

Chair & CEO letter . . . . . . . . . . . . . . . . . . . . . . . . .6

Our strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Our products ............................10

ESG Report highlights . . . . . . . . . . . . . . . . . . . . .12

Our leadership ...........................14

Management Commentary ................18

Financial Statements .....................36

Independent Auditor’s Report ..............70

Corporate Governance Statement ..........75

Remuneration Report ....................105

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126

Company Directory ......................128

Business

highlights

Chair and

CEO letter

Management

commentary

Financial

statements

04

06

18

36

Serko at a glance
Our purpose

We bring

people together

Our vision

Create a connected,

frictionless travel

experience

Our mission

Build the world’s

leading business

travel marketplace

180 +

countries with

active users

4.9 million +

trips booked

annually

640,000 +

registered customers

across the globe

Darrin Grafton

CEO & Co-founder

Something incredible happens when people come together.

That’s why we travel. But all too often, we run into

distractions. Schedule changes, expense reports,

a bad night’s sleep. And a million other things.

We believe there’s a better way. We’re constantly innovating

to remove friction from travel, designing our platform to

transform the mundane into an experience. So when you

are together, there’s more room for magic to happen.

2

* EBITDAF is a non-GAAP measure representing Earnings Before Interest, Taxation, Depreciation, Amortisation, Impairment,
Foreign Exchange gains/losses and Fair value remeasurements.

Successful execution of our priorities, in an often complex and uncertain

external environment, has led to significantly improved financial outcomes.

Total income was $71.2 million — up 48% and above the middle of the

guidance range revised upwards in November.

Year in review

Financial highlights

Balance Sheet

Cash on hand

$80.6m

8% decrease

Avg cash burn/month

$0.6m

78% improvement

Profit (Loss)

EBITDAF

*

Loss

$(1.6m)

93% improvement

Net loss after tax

$(15.9m)

48% improvement

Revenue

Total income

$71.2m 48%

Costs

Operating expenses

$89.7m

Total spend

$83.9m 1% 8%

3

SErkO at a gLanCE

Underpinning Serko’s progress has been a deliberate and sustained shift in how we operate.
We are seeing benefits from strengthened leadership and expertise, a scalable operating

model and targeted investment to support innovation and growth. Today, Serko is a more

robust and dynamic business as we pursue the next phase of our strategy.

Year in review

Business highlights

*Renewed April 2024

Strengthened

market

leadership

Retention and new

growth in Australasia

Booking.com for

Business growth

Partnership renewed

for further five years*

Realising

the growth

opportunity

Enhanced

leadership and

expertise

Strengthened

executive capability

to support scale

Delivering

operational

leverage

On track for cash flow

positive in FY25

A sustained

shift in how

Serko operates

4

FY24 Business Highlights
Experimentation

benefits

$4.3 million* annualised net

revenue following successful

product experimentations

Australasian

market leadership

Strengthened market

position with 13% increase

in online bookings

Technology and

product innovation

Strengthened product

capabilities and integrations

with continued enhancement

of our technology platform

High employee

engagement

Employee engagement

increased to 78%, from

72% in FY23

Booking.com

delivery and growth

65% increase in Completed

Room Nights; renewal of

partnership (in April 2024)

FY22

0.3m

FY23FY24

1.5m

2.5m

Completed Room

Nights (CRN)

65%

FY22

2.2m

FY23FY24

4.1m

4.9m

19%

Total Online Bookings

All comparatives are year on year unless otherwise stated.

* Estimate based on AB testing results in FY24 extrapolated for a full year using an average $ booking rate.

5

SErkO at a gLanCE

Dear shareholders,
Our strong performance in the past

financial year is the result of Serko’s

single-minded focus on building

a globally-competitive business at

scale across multiple periods.

Most recently, this focus has included the

establishment, growth and renewal of our partnership

with Booking.com, strengthened market leadership in

Australasia, and strong recovery out of the pandemic.

In this year’s annual report we are pleased to share

material progress on our priorities and significantly

improved financial outcomes.

Two years ago, coming out of COVID, Serko’s total

income was $18.9 million. Since then, we have defined

our strategy and have executed against this and now,

for FY24, we are reporting total income of $71.2 million.

Underlying average monthly cash burn two years ago

was $3.3 million. For FY24, it has reduced to just

$0.6 million.

Underpinning Serko’s progress has been a deliberate

and sustained shift in how we operate. We are seeing

benefits from strengthened leadership and expertise,

a scalable operating model, and targeted investment

to support innovation and growth. Today Serko is

a more robust and dynamic business as we pursue

the next phase of our strategy.

There is still much more potential to be realised.

We are driven to being the most innovative company

we can be — for all our stakeholders: our partners,

our customers, our people and our investors.

Our purpose sits at the centre of our ambitions:

to bring people together, through a connected,

frictionless travel experience.

We have built strong foundations with our current

strategy (FY23-25) and we are now turning our minds

to our plans beyond FY25. We look forward to sharing

details with you in the second half of the year.

FY24 summary

For the FY24 year, Serko achieved total income of

$71.2 million, up 48% on the FY23 year, and above the

middle of the guidance range as revised upwards in

November. This was driven by an increase in online

bookings, up 19% to 4.9 million and increased ARPB.

Total spend was $83.9 million, below the 2024

guidance range of $86 million to $90 million and

up 1% from $83.3 million in FY23.

EBITDAF losses were $1.6 million, down from

$21.8 million, a 93% improvement and net losses

after tax were $15.9 million, down from $30.5 million,

a 48% improvement.

Higher revenue and limited cost growth in the period

has led to an 78% reduction in average underlying

monthly cash burn from $2.7 million in FY23 to

$0.6 million in FY24.

Unmanaged travel

In April 2024, we announced the renewal of our

partnership with Booking.com for a further five years.

This is a significant milestone for Serko — providing

a strong foundation for global scale.

We have continued to see overall growth in the

Booking.com for Business partnership, underpinned

by Completed Room Nights rising 65% to 2.5 million.

Active customers using the Booking.com for

Business platform increased 10% across the year

to approximately 172,000. Average Revenue per

Completed Room Night was up 4% on FY23.

6

This reflects the successful execution of the partnership
to date and the strength of the opportunities ahead.

The progress made, including customer acquisition

and activation alongside important enhancements to

the Booking.com for Business offer, has directly driven

material revenue for Serko.

The foundations are in place and we are now

implementing further scaling initiatives with

Booking.com to drive increases in volumes.

Managed travel

Online bookings increased 13% in Australasia from

3.4 million to 3.9 million. Rio Tinto, one of the largest

corporate travel accounts in Australia, went live on

Zeno during the year via American Express Global

Business Travel.

We continue to see potential in Australasia underpinned

by new and existing customers. We have continued to

deliver product improvements to our partners in the

past year through a strengthened Zeno offering.

Balance sheet strength

Serko remains well capitalised with no debt.

At 31 March, our cash on hand was $80.6 million

with underlying average monthly cash burn at

$0.6 million, a 78% improvement.

7

Chair & CEO LEttEr

Darrin Grafton
CEO & Co-founder

Claudia Batten

Chair

Board and management

In February, AI and data technology entrepreneur

Dr Sean Gourley joined the Board as an Independent

Non-executive Director. Sean has impressive

experience as a business and technology leader,

including establishing and growing two ground-breaking

Silicon Valley technology businesses.

He has been a force in the commercialisation of scaled

data and AI solutions for more than a decade, with a

focus on the United States. He is already proving an

asset for Serko as we drive international growth.

Sean will be standing for election at the Annual Meeting.

During the year, Joydip Das and Liz Fraser joined our

Executive team — from multi-national firms — as Chief

Product Officer and Chief Revenue Officer respectively.

Both roles are new within Serko and Joydip and Liz are

already delivering significant upside with their relevant

and compelling backgrounds.

A sustainable Serko

We are committed to doing what is right for our

business, people, customers and communities. We

believe strong environmental, social and governance

(ESG) practices give Serko its social licence to operate,

as well as creating long-term value for our business.

We have continued to develop our sustainability

practices over the past year and are pleased to

report our progress in our latest ESG Report — and

Climate-Related Disclosures, released alongside

this annual report.

Outlook

Serko anticipates demand for business travel in

its key markets to remain strong.

Serko expects new unmanaged customer acquisition

and activation initiatives to drive increased volumes

and total income during the FY25 year, weighted to

the second half. Serko also anticipates growth at

FY24 levels in its Australasian business.

For the FY25 year, Serko anticipates total income

in the range of $85 million – $92 million.

In line with previous statements, Serko expects

to be cashflow positive for FY25.

With $80.6 million cash on hand at 31 March 2024

and no debt, Serko is well positioned to consider

organic and inorganic investments where these

would advance strategic objectives.

Risks to the achievement of Serko’s FY25 goals

include the precise timing of delivery of initiatives

and subsequent benefits, currency and ARPCRN

movements, and geopolitical and macro-economic

factors.

Thank you

Thank you to you our shareholders for your engagement

and support. Thank you to our partners for allowing

us to work with you — to help you and your customers

do business when you need to travel. And thank you to

our team. The Board and the Executive Team see your

dedication in all the hard work you do.

We look forward to another incredible year in FY25.

8

FY23 – FY25 strategic goals
21

Unmanaged

revenue

Establish significant

market share

in the unmanaged

travel market

Customer

success

Deliver an exceptional

customer experience (CX)

through experimentation

3

Managed

revenue

Consistently grow market

share in the global managed

travel market through

TMC partnerships and

inorganic growth

4

Marketplace

and content

Commercialise

connected trip

experience through

an open platform

Culture

Create a culture

of engaged Serkodians

aligned to our purpose,

mission and values

5

Our strategy

Our strategy provides our stakeholders - employees, customers, end users,

partners, suppliers, shareholders and others - with a clear sense of what

drives us, where we are heading and how we will create long-term value.

Our current strategy is for the period FY23 – FY25. In the coming months

we will be developing Serko’s strategy for beyond FY25. We look forward

to sharing this with you.

9

OuR STRATEgY

Our products
Zeno is an integrated travel and expense platform that is revolutionising

the world of corporate travel and expense management globally.

Zeno Travel

Zeno Travel is an online booking platform for

mid to large size companies that have managed

travel programmes (generally with a travel policy and

a travel management company to support them).

With Zeno, travellers get an interface like the

leisure travel sites they’re used to, an extensive

range of booking choices and personalised trip

recommendations that speed up travel bookings.

Travel managers get to add their own travel policies

and negotiated rates and prioritise preferred suppliers

so travellers see the best prices for trips and stay

in budget. The result is better cost control and

programme compliance coupled with increased

traveller satisfaction.

Zeno is available through our worldwide network of

travel management company partners.

Zeno Expense

Zeno Expense automates corporate card and

out-of-pocket expense submission, reconciliation

and reimbursement. Employees take photos or upload

receipts, add coding details and submit their expenses

on the go. To make things even simpler, Zeno offers

automated integrations with travel providers such as

Uber for Business.

Zeno’s intelligent technology helps to identify and

manage out-of-policy claims and expense claim fraud,

dramatically streamlining the expense administration

function. Detailed reporting gives approvers and finance

teams a more accurate picture of business expenses

and potential problem areas.

Serko generates revenue through corporate customers paying

a booking fee per transaction and through commission received

from suppliers.

Serko generates revenue through corporate customers paying

a fee per active user or per expense report submitted.

10

Booking.com for Business · Powered by Zeno
Booking.com for Business is the free, all-in-one business travel platform designed

for small to medium-sized businesses (SMEs). Company users can book and manage

complete trips for themselves or their teams, including accommodation, flights and

rental cars — with no fees or ongoing subscription costs.

Combining Zeno’s functionality with Booking.com’s simplicity

and brand recognition

• Administrators and travellers can easily make corporate travel bookings in one place —

no need to search multiple sites and tabs.

• Choose from 2.5+ million properties, 420+ airlines and 40,000 car rental locations

around the world.

• Whether a business employs one person or 500, there’s no limit to how many

can use Booking.com for Business and there are no fees.

• Companies can save with exclusive business rates, enjoy Genius rewards and

earn loyalty points with favourite hotel chains, airlines and rental car companies.

• Complimentary 24/7 travel assistance is available by phone or email.

Serko generates revenue through supplier commission from travel bookings completed through

Booking.com for Business.

11

OuR PRODuCTS

ESG Report highlights
Working towards a

sustainable future

Serko’s 2024 ESG Report available

now at www.serko.com/investors

Environment

We are committed to continually improving our

efficiency and reducing our impact on the environment.

Our direct environmental footprint is relatively small

and made up largely from third-party data centres,

office energy consumption, employee travel and the

typical consumables of a technology business.

We believe there is an opportunity to play a role in

reducing the environmental impact of business travel

by providing technology that enables and encourages

our customers to make smart, sustainable decisions.

As we grow and connect increasing

numbers of business travellers, we are

committed to doing what is right for our

business, people, customers, investors

and communities. We believe strong ESG

practices give Serko its social licence

to operate, as well as creating long-term

value for our business.

Our latest ESG Report — and Climate-

Related Disclosures — provides Serko’s

stakeholders with a view of the Company’s

ESG performance and activities in the

year ended 31 March 2024.

FY24 progress and highlights

• Completion of our inaugural mandatory

Climate-related Disclosures under the Aotearoa

New Zealand Climate Standard reporting framework

• Improved carbon intensity performance from

11.68 to 9.82 (tCO

2

e of GHG emissions per $m

of total income)

Introduction of

Materiality Assessment

We engaged external advisers to help us

understand and prioritise the environmental,

social, governance and commercial areas that

matter most to our stakeholders and our business.

The materiality assessment provides a strong

foundation for our strategy. By identifying and ranking

the material topics, we are ensuring our strategy

focuses on areas with the greatest impact and that

we can communicate our progress more effectively.

A summary of outcomes from the assessment

is in the ESG Report.

12

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

the delivery of Serko’s strategy, which is primarily

directed at the Booking.com partnership and unlocking

the US market.

Other governance activities across Serko in the past

year include succession planning, ensuring appropriate

remuneration structures and levels, embedding risk

management and improving stakeholder engagement.

Social

Our culture is anchored by a clear company purpose,

vision and guiding principles. They define how we

operate together as a team and how we interact

with our customers and partners.

Giving back to the communities we operate in is

incredibly important to us. Each year, all Serkodians

are given a full day to spend working on local

community initiatives that are meaningful to them.

FY24 progress and highlights

• Improved capability in our Board and Executive team

• Refreshed executive remuneration structure

• Strengthened risk management practices through

the business

• Materiality assessment completed, identifying areas

that matter most to our stakeholders and business

• Strengthened stakeholder engagement

FY24 progress and highlights

• New Guiding Principles introduced to guide

our behaviours, decisions and actions

• High employee engagement, up from 72%

in FY23 to 78% in FY24

• Internal appointments for new or existing roles

increased to 29%, up from 17% last year

• Serkodians invested 1,800 hours of their time

in our ‘Day of Community’

• Achieved Advanced GenderTick accreditation

• Maintained a less than 1% median remuneration

difference between males and females when

comparing roles of comparable scope and complexity

13

OuR PRODuCTS

Claudia Batten
Independent Non-executive Director, Chair, New Zealand

Appointed 30 April 2014, re-elected August 2023

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. 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 crowdsourcing. 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 a Director of Air New Zealand and Vista Group.

Claudia holds an LLB (Hons) and BCA from Victoria University (Wellington).

Jan Dawson

Independent Non-executive Director, New Zealand

Appointed on 18 August 2021, elected August 2022

Jan is Chair of Ports of Auckland Limited. She was previously Chair of

Westpac New Zealand, Deputy Chair for Air New Zealand, and a Director of

Beca, AIG NZ and Meridian Energy Limited, and a member of the University

of Auckland Council. She was a partner of KPMG for 30 years and the Chair

and Chief Executive of KPMG New Zealand from 2006 until 2011. She holds

a Bachelor of Commerce from the University of Auckland and is a fellow

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

Institute of Directors in New Zealand.

Our leadership

Board of Directors

Sean Gourley

Independent Non-executive Director, New Zealand

Appointed on 1 February 2024, up for election in 2024

Sean has established and grown two ground-breaking Silicon Valley

technology companies: Primer, an AI and machine-learning company

where he was CEO from 2015 to 2023, and Quid, an AI-powered visualisation

company where he was Chief Technology Officer. In his early career, he

was a research scientist at NASA and a research fellow at the University of

Oxford where he published ground-breaking research into the mathematics

of war in leading science journal Nature. He also served on the board of

Anadarko Petroleum, a US-based Fortune 500 energy company, from 2015

until its acquisition in 2019. Dr Gourley has a Master of Science majoring in

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

University of Oxford, which he attended as a Rhodes Scholar.

14

Darrin Grafton
Executive Director, Chief Executive Officer & Co-founder

Appointed 5 April 2007, re-elected August 2022

Darrin has more than 30 years’ experience in travel technology and is a

recognised industry innovator, previously named as one of the top 25 most

influential executives in the travel industry by the BTN Group. Darrin has

held directorships and senior management positions across a number

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

2021 Darrin was awarded the INFINZ Leadership Award and has previously

been awarded the NZX Hi-Tech Entrepreneur Award. He is a member of the

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

Bob Shaw

Executive Director, Chief Strategy Officer & Co-founder

Appointed 5 April 2007, re-elected August 2021 (up for re-election in 2024)

Bob has been involved in transforming the travel industry since 1987,

collaborating with the world’s leading airlines, travel agencies and global

distribution systems. He has held a number of directorships and senior

management positions in various high-profile ventures, including Gullivers

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

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

IT Professionals NZ, the Institute of Directors NZ/Australia and was awarded

the New Zealand Certificate in Data Processing.

Clyde McConaghy

Independent Non-executive Director, Australia

Appointed 30 April 2014, re-elected August 2022

Clyde is based in Australia. He is the founder of Optima Boards, providing

independent director and advisory services to public, private, family office

and charitable entities around the world. Clyde has worked in publishing,

media, online and technology sectors, living in the United Kingdom (UK),

Germany, China and Australia. He is a director of Neuroscience Research

Australia and holds a BBus (University of South Australia), as well as an

MBA from Cranfield University (UK). Clyde is a fellow of the Australian

Institute of Company Directors.

15

Our LEadErShiP

Liz Fraser
Chief Revenue Officer (CRO)

Liz previously held the role of Commercial Director at MediaWorks. Prior to

this role, Liz worked at Air New Zealand in various roles, including Regional

General Manager of the Americas region based in Los Angeles, as well as

General Manager Customer. Before joining the airline, Liz worked in the

media industry at TVNZ, MSN and MediaWorks TV. Liz is also the Chair

of Crescendo Trust of Aotearoa.

Joydip Das

Chief Product Officer (CPO)

Joydip has more than 25 years’ experience building software products

and platforms for multiple technology start-ups and enterprise software

companies in the United States (US). He’s passionate about creating product-

led cultures and operational models to help forward-thinking technology

companies navigate the challenges of innovation and scalable growth.

Charlie Nowaczek

Chief Operating Officer (COO)

Charlie has over 25 years’ experience as an operations executive and

management adviser, specialising in business transformation and

operational excellence. Over the last decade he has been COO for

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

Our leadership

Executive Team

Darrin Grafton

Chief Executive Officer (CEO), Executive Director & Co-founder

Darrin has more than 30 years’ experience in travel technology and is a

recognised industry innovator, previously named as one of the top 25 most

influential executives in the travel industry by the BTN Group. Darrin has held

directorships and senior management positions across a number of private

and public companies, including the Gullivers Travel Group. In 2021 Darrin

was awarded the INFINZ Leadership Award and has previously been awarded

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

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

16

Rachael Satherley
Chief People Officer (CPO)

Rachael has 20 years’ experience in people leadership roles across

Europe, North America and Asia-Pacific, most recently with Expedia Group.

She has a passion for unlocking individual, team and organisational potential

through transformation.

Shane Sampson

Chief Financial Officer (CFO)

Shane joined Serko with over 30 years’ experience in finance and commercial

leadership roles at Vector, Spark and Pulse Energy and most recently as the

CFO of PushPay. Shane has a BCA and LLB (Hons) from Victoria University

of Wellington and is a member of Chartered Accountants Australia and

New Zealand.

Bob Shaw

Chief Strategy Officer (CSO), Executive Director & Co-founder

Bob has been involved in transforming the travel industry since 1987,

collaborating with the world’s leading airlines, travel agencies and global

distribution systems. He has held a number of directorships and senior

management positions in various high-profile ventures, including Gullivers

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

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

IT Professionals NZ, the Institute of Directors NZ/Australia and was awarded

the New Zealand Certificate in Data Processing.

Simon Young

Acting Chief Technology Officer (ACTO)

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

companies and joined Serko as the Vice President (VP) of Engineering in

2023. He has held a number of executive leadership roles, including as Chief

Product & Technology Officer at Trade Me and VP of Engineering at Halter.

17

Our LEadErShiP

Management
commentary

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 2024,

unless otherwise stated.

Non-GAAP (generally accepted accounting practice) 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.

18

($15.7m)
Net loss before tax

Business results

Revenue increased 48% to $68.8 million primarily due to continued growth in Booking.com for Business and an

ongoing business travel recovery. Total Income for the year to 31 March 2024 increased 48% to $71.2 million.

Operating costs increased by 8% to $89.7 million driven, by higher amortisation, with the intangible assets useful lives

reducing from five to three years in FY22, along with a reduction in capitalisation and increased Third party costs as

transaction volumes increased. Serko recorded a net loss result after tax of $15.9 million, an improvement of

48% against the prior year net loss after tax of $30.5 million.

The Group recognised $2.4 million in other income (primarily grants), an increase of $0.9 million, or 58%, from the prior

year. Other income primarily comprised of the research and development tax credit (RDTI). Grant income in relation

to RDTI of $1.9 million was claimed in FY24, while a portion was treated as deferred income as the costs to which the

grants related had been capitalised. This deferred income will be recognised in future years over the useful lives of the

related assets.

Foreign exchange losses of $1.1 million resulted in an adverse variance of $2.8 million compared to the prior year,

this was due to a weaker average New Zealand dollar against both the Euro and United States dollar. Net finance

income increased 52% to $3.9 million primarily reflecting increased interest earned on short-term investments.

Year ended 31 March20242023Change%

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


Revenue68,76146,49222,26948%

Other income2,4241,53389158%

Total Income71,18548,02523,16048%


Operating expenses(89,735)(82,819)(6,916)(8%)

Percentage of revenue(131%)(178%)

Foreign exchange gains/(losses)(1,084)1,737(2,821)(162%)

Net finance (expense)/income3,9482,5961,35252%

Net (loss) before tax(15,686)(30,461)14,775(49%)

Percentage of revenue(23%)(66%)


Income tax expense(193)(79)(114)(144%)

Net (loss) after tax(15,879)(30,540)14,66148%

Percentage of revenue(23%)(66%)

19

ManagEMEnt COMMEntary

Growth in Total Income declined in the second half of the financial year impacted by lower unmanaged Completed
room nights, a lower seasonal average revenue per completed room night and seasonally lower ANZ Managed Travel

revenue. Total Spend in the second half of FY24 declined 1% relative to both the first half of FY24 and the second half

of FY23, reflecting a reduction in Capitalisation that has offset increases in Third party direct costs as transactional

volumes increase. Across FY24 we have seen a 48% growth in Total Income over FY23, while holding Total Spend

growth at 1%, significantly improving Serko’s overall financial performance.

Total Spend is a non-GAAP measure, which Serko uses internally to measure spend before the impacts of

capitalisation and amortisation. In software businesses, the nature of the projects being worked on can result

in significant differences in the proportion of product design and delivery costs capitalised. We consider that

Total Spend is a more useful measure of the cost base of the business as it removes the volatility that can

occur as a result of capitalisation decisions.

Total Spend Total Income

1H222H221H231H242H232H24

$0m

$10m

$20m

$30m

$40m

$50m

$9.5m

$9.4m

$19.4m

$28.6m

$42.2m$42.2m

$41.7m

$41.1m

$33.9m

$28.4m

$34.8m

$36.3m

20

EBITDAF
($1.6m)

EBITDAF Loss

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

Depreciation, Amortisation, Foreign Currency (Gains)/Losses and Fair value remeasurement.

EBITDAF improved by $20.2 million from a loss of $21.8 million to a loss of $1.6 million reflecting strong growth in

Total Income partially offset by increased expenditure.

Depreciation and amortisation increased by $3.9 million over the prior year primarily reflecting an increase in the

average balance of computer software assets over the prior year. Depreciation includes right-of-use assets (leased

premises) under IFRS-16 (Leases) of $1.1 million in FY24 (FY23 $1.1 million).

Year ended 31 March20242023Change%

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


Net (loss) after tax(15,879)(30,540)14,66148%

Deduct: net finance (expense)/income(3,948)(2,596)(1,352)(52%)

Add back: income tax19379114144%

Add back: depreciation and amortisation 16,97313,0403,93330%

Add back: net foreign exchange (gains)/losses1,084(1,737)2,821162%

EBITDAF (loss)(1,577)(21,754)20,17793%

Percentage of revenue(2%)(47%)

21

ManagEMEnt COMMEntary

Revenue and other income (Total Income)
$71.2m

Total Income

Travel-related revenue includes travel platform booking revenue and supplier commissions revenue.

Total income includes revenue from customers and other income such as grants but excludes finance income.

Total Income increased by 48% to $71.2 million from $48.0 million in FY23.

Travel platform booking revenue increased by 18% to $19.2 million. Expense platform revenue increased

by $0.3 million.

Supplier commissions revenue increased by 84% to $42.9 million reflecting growth in revenue from Booking.com

for Business. Supplier commissions revenue is recognised net of consideration payable to customers of $2.0 million

(2023: $1.8 million).

Services revenue decreased by 36% to $1.0 million, while other revenues were flat at $0.3 million.

Total travel bookings by volume increased 23% over the prior year. Total travel bookings during FY24 were

5.9 million. Total travel bookings include 1.0 million offline bookings (system automated bookings) that do not

contribute significantly to revenue or are bundled into the Online Booking rate. Online Bookings for the year

increased 19% to 4.9 million.

Average Revenue Per Booking (ARPB) for travel-related revenue (travel platform and supplier commissions)

increased during the year by 33% to $12.71 from $9.56, driven by a higher Average Revenue per Completed Room

Night (ARPCRN) and the increased proportion of Booking.com for Business bookings.

Year ended 31 March20242023Change%

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


Revenue – transaction and usage fees:

Travel platform booking revenue19,21516,2832,93218%

Expense platform revenue5,2914,9603317%

Supplier commissions revenue42,93023,36319,56784%

Services revenue1,0001,555(555)(36%)

Other revenue325331(6)(2%)

Other income2,4241,53389158%

Total Income71,18548,02523,16048%


Total travel bookings (000)5,9204,8041,11623%

Online bookings (000)4,9164,14677019%

ARPB (travel-related revenue only/online bookings)$12.71 $9.56 $3.15 33%

Average Revenue per Completed Room Night (ARPCRN)€9.75€9.34€0.414%

22

Revenue increased by 166% relative to FY20, the last year unaffected by Covid-19.
Long-term revenue trends

Booking volumes

1

1 Booking volumes are total volumes and include Offline Bookings, which can be either bundled into a price per Online Booking or at an additional price,

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

Other bookings

Online bookings

FY13FY14FY15FY17FY18FY19FY20FY21FY22FY23FY24

$0m

$10m

$20m

$30m

$40m

$50m

$60m

$70m

FY16

Covid-19

impact

Services

Supplier commissions

& other

Expense platform

Travel platform

Other bookings

Online bookings

FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

1m

2m

3m

4m

5m

6m

Covid-19

impact

23

ManagEMEnt COMMEntary

Recent revenue trends
Total Income grew strongly in FY24, with an increase in Total Income of $23.2 million (+48%) and $6.3 million

growth (+22%) in the second half of FY24, compared with the same half in FY23. Completed Room Nights for

Booking.com for Business increased by 1.0 million (+65%) over FY23 with Active Customers growing to 172k in FY24

from 157k at the end of FY23. Total Income in the second half of FY24 was impacted by lower unmanaged Completed

Room Nights, a lower seasonal Average Revenue per Completed Room Night in Booking.com for Business bookings

and seasonally lower ANZ Managed Travel revenue.

Total Income ($m)

1H22

$9.5m

2H22

$9.4m

1H231H24

$19.4m

$36.3m

2H232H24

$28.6m

$34.8m

Total Online Bookings

1H22

1.1m

2H22

1.0m

1H231H24

2.0m

2.5m

2H232H24

2.2m

2.4m

24

Unmanaged revenue
Unmanaged revenue relates to Booking.com for Business and primarily comprises Supplier commissions revenue

from hotel bookings. The ARPCRN is impacted by the price of the hotel room and the commission rate for that hotel.

Revenue is recognised on the date the hotel stay is completed. Bookings can be for multiple rooms and Serko does

not receive revenue in relation to bookings that are subsequently cancelled. Serko therefore focuses on Completed

Room Nights (CRN) and Average Revenue per Completed Room Night (ARPCRN) as key metrics, unlike in Managed

where bookings and ARPB are the key metrics. Completed Room Nights are higher than the number of bookings so

that ARPB is higher than the ARPCRN.

For unmanaged revenue, Online Bookings and Completed Room Nights do not include Global Distribution System

(GDS) bookings, which are non-revenue generating for Serko.

Completed

Room Nights

(CRN)

Average Revenue

per Completed

Room Night

(ARPCRN)

Active

Customers

1H222H221H231H242H232H24

0.2m

0.5m

1.1m

1.3m

1.2m

0.1m

€6.61

€7.04

€10.10

€10.09

€9.03

€9.38

1H222H221H231H242H232H24

28k

64k

109k

157k

176k

172k

1H222H221H231H242H232H24

25

ManagEMEnt COMMEntary

Managed revenue
Travel volumes in Australia and New Zealand continued to recover throughout the 2024 financial year, with

Online Bookings growing 13% on FY23. Over the year total bookings in Australasia were 95% of 2019 levels,

the last pre-pandemic calendar year. New Zealand was at 123% of 2019 levels, reflecting the onboarding of a major

New Zealand Travel Management Company (TMC) during 2019. Australia was at 91% of 2019 levels up from

82% last year, reflecting business travel recovery and market share gains. March volumes were weaker in 2024,

with Easter coming earlier reducing the month’s bookings, while the remaining second half volumes had the same

seasonal variation as the prior year.

Australasia Online Bookings

1.1m

0.9m

1.7m

1.7m

2.0m1.9m

Australasia ARPB

1H222H221H231H242H232H241H222H221H231H242H232H24

$4.91

$5.11

$5.06

$4.87

$5.02

$5.33

26

Revenue by geography
Serko earned 30% (FY23: 39%) of revenue from Australia and 4% (FY23: 5%) from New Zealand sources,

with New Zealand-sourced income up 20% and Australia-sourced income up 13% over the prior year.

North America revenue decreased by 1% and declined as a proportion of total revenue (FY24: 4% FY23: 6%)

due to the growth in other regions.

Europe and Other revenue increased by 85% to $42.2 million driven by continued growth in revenue from

the Booking.com for Business partnership.

Year ended 31 March20242023Change%

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


Australia20,56418,1302,43413%

New Zealand2,9812,48050120%

North America2,9803,015(35)(1%)

Europe and Other42,23622,86719,36985%

Total Revenue68,76146,49222,26948%

27

ManagEMEnt COMMEntary

Business travellers managed
by a TMC make a booking

via Serko platforms

Booking and other fees

Serko provides technology platforms, including Zeno, that are used by Enterprise customers, Travel Management

Companies (TMCs) and Booking.com to provide a seamless process of booking and managing travel for the world’s

business travellers. The Zeno platform also offers travel and entertainment expense management services for simple

financial control. Serko receives a combination of transaction fees and commissions for the use of the Zeno platform.

How Serko makes money

Business traveller

submits receipts using

Serko platforms

Monthly user fee

Business traveller books

a hotel, car or taxi

via Serko platforms

Supplier commissions

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

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

Supplier Commissions

Revenue

Travel Platform

Booking Revenue

Expense Platform

Booking Revenue

Services and Other

Revenue & Income

Business travellers

book a hotel, flight,

car or taxi via Booking

for Business (B4B)

platform. Booking.com

receives commissions

from suppliers, primarily

hotels. Serko receives

a component of these

commissions where

revenue is recognised at

the time the relevant stay

is completed, as bookings

that are cancelled do not

result in revenue.

1


Serko also earns

commission income on a

portion of bookings when

corporates opt to book

Serko-sourced hotel and

other traveller-related

services. Serko is paid

directly from the suppliers

of these services and it

is included in supplier

commissions.

Business travellers make

a booking via Zeno and

Serko receives revenue

from the TMC managing

the business traveller.

Travel platform revenue

is made up of transaction

fees, ancillary service fees

and contracted minimum

payments (where

applicable) and is stated

net of volume-related

rebates and discounts.

Travel platform revenue

is generally recognised

at the time a booking is

made.

The Zeno Expense

management platforms

allow registered users

of corporate customers

to process travel

and expense claims

for accounting and

reimbursement.

Expense platform

revenues are derived

from a combination of

fees for active users,

registered users and

reports processed.

Services revenue is

derived from customised

software development

undertaken on behalf of

the TMCs, and installation

services. It also includes

the fees charged to

develop connections

to third party systems

wanting to integrate

with Serko’s platforms.

2

Other revenue includes

income from Serko mobile

licence fees and other

miscellaneous revenues.

Serko also receives

research and development

tax incentives (RDTI).

28

Operating expenses
Operating expenses grew by 8% to $89.7 million but declined as a percentage of revenue from 178% to 131% with

continued revenue growth and focus on operating leverage.

Operating expense growth included growth in non-cash items, including amortisation and depreciation and a reduction

in Capitalisation. The table below shows the year on year (YoY) change in total operating expenses.

Operating expenses FY24 v FY23

FY23

Operating

expenses

Remuneration

and other

benefits

Employee

Incentive

Share

Scheme

(EISS)

Lower

Capital-

isation

3rd party

direct

costs

Amortisation

and

depreciation

Other

expenses

FY24

Operating

expenses

$65m

$95m

$90m

$85m

$80m

$75m

$70m

$1.0m

$1.0m

$2.4m

$1.8m

$3.9m

$0.9m

Operating Expenses20242023Change%

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


Total remuneration and benefits49,41749,329880%

Percentage of revenue72%106%


Third party direct costs12,20210,4451,75717%

Percentage of revenue18%22%


Other operating expenses11,14310,0051,13811%

Percentage of revenue16%22%


Total amortisation and depreciation16,97313,0403,93330%

Percentage of revenue25%28%


Total Operating Expense89,73582,8196,9168%

Percentage of revenue131%178%

$82.8m

$89.7m

29

ManagEMEnt COMMEntary

Total Spend for the year was held almost constant at $83.9 million from $83.3 million (1% increase). A reduction in
Capitalisation has offset increases in Other operating expenses and Third party direct costs as transactional volumes

increase while scaling to accommodate the revenue growth. Total Spend as a percentage of revenue has decreased

from 179% in FY23 to 122% in FY24.

Total Spend from the first half to the second half declined by 1%. Serko has been scaling the business to support

revenue growth and has largely reached the scale required to achieve its revenue targets. The majority of Serko’s

Total Spend relates to remuneration and benefits and has grown from FY22 as headcount numbers have grown,

peaking at the end of FY23 and then dropping in FY24. Serko continues to invest in new growth and cost-efficiency

initiatives but aims to fund these primarily from efficiency gains rather than new spending.

Total Spend

Total Spend20242023Change%

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


Expenses from ordinary activities89,73582,8196,9168%


Add back: capitalised development11,18713,551(2,364)(17%)

Deduct: depreciation and amortisation (16,973)(13,040)(3,933)(30%)


Total Spend83,94983,3306191%

Percentage of revenue122%179%

1H222H221H231H242H232H24

$28.4m

$33.9m

$41.1m

$42.2m$42.2m

$41.8m

30

Product design and development costs
Product design and development (PD&D) costs is a non-GAAP measure representing the internal and external costs

related to PD&D that have been included in operating costs or capitalised as computer software development during

the period. PD&D includes all activities related to the design, development and maintenance of Serko’s product but

excludes operating costs, such as Hosting expenses. PD&D expenses include employee and contractor remuneration

related to these activities.

Total PD&D costs decreased by 2% to $40.7 million as the average PD&D headcount has reduced in FY24 because of

a reduction in contractor headcount. As a percentage of revenue PD&D costs reduced by 31 percentage points to 59%.

Capitalised PD&D costs decreased by 17% to $11.2 million due to less spend on capitalisable projects.

Year ended 31 March20242023Change%

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


Total Product Design & Development40,70141,735(1,034)(2%)

Percentage of revenue59%90%

Less: capitalised product development costs(11,187)(13,551)2,36417%

Percentage of Product design & development costs27%32%

Total Product design & development costs (excluding amortisation)29,51428,1841,3305%

Percentage of revenue43%61%

Add: Amortisation of capitalised development costs15,31311,1634,15037%

Total44,82739,3475,48014%

Percentage of revenue65%85%

31

ManagEMEnt COMMEntary

Headcount and average income per headcount
By function:

Headcount has reduced from 364 at 31 March 2023 to 347 at 31 March 2024, down 5%, with the majority of the

decrease in product development and maintenance as we reduced contractor headcount.

By Region:

Headcount growth was in the Australia and China offices, while in New Zealand it decreased as the majority of the

product development and maintenance resources are based in New Zealand.

Function of headcountGeography of headcount

Administration

Sales and marketing

Customer support

Product development

and maintenance

US

Australia

China

New Zealand

Year ended 31 March20242023Change%

Product development and maintenance238261(23)(9%)

Sales and marketing2220210%

Customer support444225%

Administration434125%

Total headcount at end of year347364(17)(5%)

Average income per headcount (NZD $000)2001386245%

Year ended 31 March20242023Change%

New Zealand231250(19)(8%)

Australia1915427%

United States2327(4)(15%)

China747223%

Total headcount at end of year347364(17)(5%)

FY23

FY24

FY23

FY24

32

1H222H221H231H242H232H24
By Employment type:

Serko has reduced the number of contractors previously introduced to support key product developments as those

initiatives have completed.

After significant headcount growth in FY23 there has been a 5% reduction in overall FY24 headcount as Serko worked

to optimise its resourcing levels.

Total Headcount

Employees Contractors

Year ended 31 March20242023Change%

Permanent staff33733610%

Contractors1028(18)(64%)

Total headcount at end of year347364(17)(5%)

0

400

300

200

100

312

331

363364

345347

33

ManagEMEnt COMMEntary

Underlying cash flows
The table above reconciles Underlying Cash Flows to the Cash Flow Statement in the Financial Statements.

Underlying cash flow is cash flows adjusted for items, which are technically cash flows but do not reflect the

operating cash requirements of the business, such as net flows between cash and short-term investments and

net funds from capital raise. We have also made adjustments for payments paid in FY23 that would ordinarily have

been paid in FY22 and relate to FY22.

Cash flows from operating activities improved from a net outflow of $19.2 million to a net inflow of $4.7 million,

which is as a result of increased receipts from customers due to increased revenue.

Cash flows from investing activities includes cash outflows for property, plant and equipment and intangibles.

Capitalised development decreased in FY24, which resulted in a decrease in cash flow from investing activities

with additional outflows in cash flows from operating activities.

Financing cash flows for the year includes receipts for share options exercised by employees.

Total underlying cash burn for the year decreased from $32.6 million to $7.1 million, representing a 78% reduction

in cash burn. The underlying average monthly cash burn decreased from $2.7 million to $0.6 million, a similar 78%

decrease in average outflow per month.

Cash balances and short-term deposits decreased 8% to $80.6 million as at 31 March 2024, a $7.1 million reduction.

Underlying cash flow is a non-GAAP measure comprising cash flow excluding movements between cash and

short-term investments, cash flows related to capital raises and exceptional items from a timing perspective.

Year ended 31 March20242023Change%

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


Adjusted cash flows from operating activities4,732(19,156)23,888125%


Adjusted cash flows from investing activities(11,425)(14,014)2,58918%


Adjusted cash flows from financing activities- 21(21)-


Net foreign exchange differences(412)529(941)(178%)


Underlying cash flow(7,105)(32,620)25,51578%


Average monthly underlying cash burn(592)(2,718)2,12678%


Cash, cash equivalents and short-term deposits at beginning of year87,744124,513(36,769)(30%)


Add back adjustments:

One-off payment relating to 2022 made in 2023-(4,149)4,149-


Reported cash, cash equivalents and short-term deposits at end of year80,63987,744(7,105)(8%)

34

Looking across the last six halves underlying cash flows peaked at $22.1 million in the six months to 31 March 2022
($3.7 million average monthly cash burn) and have declined to $3.7 million in the second half of FY24 ($0.6 million

average monthly cash burn) reflecting strong operating leverage as revenue has grown.

Underlying average

monthly cash burn

Underlying cash flow

Serko’s balance sheet remains strong with cash and short-term investments of $80.6 million and no debt. Intangibles

have dropped in FY24 relative to FY23, with lower levels of capitalised product development alongside continued

amortisation of the existing value of Intangible assets.

Statement of Financial Position

Balance Sheet20242023Change%

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


Cash and Short-term Deposits80,63987,744(7,105)(8%)

Other Current Assets14,78213,8359477%

Intangibles31,09935,041(3,942)(11%)

Other Non-current Assets3,6204,296(676)(16%)

Total Assets130,140140,916(10,776)(8%)


Current Liabilities13,33412,2421,0929%

Non-current Liabilities1,0802,744(1,664)(61%)

Equity115,726125,930(10,204)(8%)

Total Liabilities and Equity130,140140,916(10,776)(8%)

1H222H221H231H242H232H24

1H222H221H231H242H232H24

$2.9m

$3.7m

$3.6m

$1.8m

$0.6m$0.6m

-$17.6m

-$22.1m

-$21.6m

-$11.0m

-$3.7m

-$3.4m

35

ManagEMEnt COMMEntary

Financial
Statements

For the year ending 31 March 2024

Consolidated statement of comprehensive income38

Consolidated statement of changes in equity39

Consolidated statement of financial position40

Consolidated statement of cash flows41

Notes to the financial statements42

Independent auditor’s report70

36

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 2024

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 2024 and the results of its operations

and cash flows for the year ended on that date.

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

accounting policies that have been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial reporting and accounting

standards have been followed.

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

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

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

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

Act 2013.

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

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

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

as to the integrity and reliability of the financial statements.

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

on 28 May 2024 by:

Jan Dawson

Chair of Audit, Risk and Sustainability Committee

Claudia Batten

Chair

37

FinanCiaL StatEMEntS

Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024

The accompanying notes form part of these financial statements.

Notes31 Mar 202431 Mar 2023

$ (000)$ (000)


Revenue468,761 46,492

Other income42,424 1,533

Total income 71,185 48,025


Remuneration and benefits (49,417) (49,329)

Other operating expenses (23,345) (20,450)

Amortisation and depreciation (16,973) (13,040)

Expenses from ordinary activities5(89,735) (82,819)


Loss before finance items (18,550) (34,794)


Foreign exchange gains/(losses) – net (1,084) 1,737

Finance income54,167 2,878

Finance expenses5(219) (282)

Loss before income tax (15,686) (30,461)


Income tax expense6(193) (79)

Net loss (15,879) (30,540)


Movement in foreign currency translation reserve 627 (440)

Total comprehensive loss for the period (15,252) (30,980)


Earnings per share

Basic and diluted earnings/(loss) per share (dollars)16(0.13) (0.26)

38

Consolidated Statement of Changes in Equity
For the year ended 31 March 2024

The accompanying notes form part of these financial statements.

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

Notes

Share

capital

Share-based

payment

reserve

Foreign

currency

translation

reserve

Accumulated

lossesTotal

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


Balance as at 1 April 2023 237,976 10,637 (676) (122,007)125,930

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

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

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


Transactions with owners

Equity-settled share-based payments 6,570(1,545)-235,048

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



Balance as at 1 April 2022 235,101 7,483 (236) (91,467)150,881

Net loss for the year - - - (30,540) (30,540)

Other comprehensive income/(loss)* - - (440) - (440)

Total comprehensive loss for the year - - (440) (30,540) (30,980)


Transactions with owners

Equity-settled share-based payments 2,875 3,154 - - 6,029

Balance as at 31 March 202315237,976 10,637 (676) (122,007)125,930

39

FinanCiaL StatEMEntS

Jan Dawson
Chair of Audit, Risk and Sustainability Committee

Claudia Batten

Chair

Consolidated Statement of Financial Position

As at 31 March 2024

For and on behalf of the Board of Directors, who authorise these financial statements for issue on 28 May 2024

The accompanying notes form part of these financial statements.

Notes31 Mar 202431 Mar 2023

$ (000)$ (000)


Current assets

Cash at bank 714,13915,244

Short-term deposits766,50072,500

Trade and other receivables814,63713,691

Derivative financial instruments9145144

Total current assets95,421101,579


Non-current assets

Property, plant and equipment102,5003,946

Intangible assets 1131,09935,041

Deferred tax asset61,120350

Total non-current assets34,71939,337


Total assets130,140140,916


Current liabilities

Trade and other payables129,7349,862

Deferred income141,4891,204

Lease liabilities131,0351,093

Derivative financial instruments9421-

Income tax payable65583

Total current liabilities13,33412,242


Non-current liabilities

Deferred income14132727

Lease liabilities139482,017

Total non-current liabilities1,0802,744


Total liabilities14,41414,986


Equity

Share capital15244,546237,976

Share-based payment reserve179,09210,637

Foreign currency translation reserve(49) (676)

Accumulated losses(137,863) (122,007)

Total equity115,726125,930


Total equity and liabilities130,140140,916

40

Consolidated Statement of Cash Flows
As at 31 March 2024

The accompanying notes form part of these financial statements.

Notes31 Mar 202431 Mar 2023

$ (000)$ (000)


Cash flows from operating activities

Receipts from customers69,101 43,102

Interest received4,339 2,170

Receipts from government grants1,663 1,629

Taxation paid(391) (393)

Payments to suppliers and employees(70,946) (70,812)

Interest payments on lease liabilities(169) (223)

Net GST refunded2,298 2,201

Net cash flows (used in)/from operating activities19 5,895 (22,326)


Cash flows from investing activities

Purchase of property, plant and equipment(232) (463)

Capitalised development costs and other intangible assets(11,193) (13,551)

Investment in term deposits(85,000)(117,500)

Proceeds from matured term deposits91,000135,000

Net cash flows (used in)/from investing activities(5,425)3,486


Cash flows from financing activities

Issue of ordinary shares- 21

Payment of lease liabilities(1,163) (951)

Net repayment of loans- (28)

Net cash flows (used in)/from financing activities(1,163) (958)


Net decrease in total cash(693) (19,798)

Net foreign exchange difference(412) 529

Cash and cash equivalents at beginning of period15,244 34,513

Cash and cash equivalents at the end of the period14,13915,244


Cash and cash equivalents comprises the following:

Cash at bank and on hand714,139 15,244

14,139 15,244

41

FinanCiaL StatEMEntS

Notes to the Financial Statements
For the year ended 31 March 2024

1. CORPORATE INFORMATION

The financial statements of Serko Limited

(Company or Serko) and subsidiaries (the Group)

were authorised for issue in accordance with a

Board resolution.

The Company is a limited liability company domiciled

and incorporated in New Zealand under the Companies

Act 1993 and is listed on the New Zealand Stock

Exchange (NZX) and the Australian Securities Exchange

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

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

an FMC reporting entity under the Financial Markets

Conduct Act 2013.

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

Parnell, Auckland, New Zealand.

The Group provides online business travel booking

software solutions and is headquartered in Auckland,

New Zealand.

2. BASIS OF ACCOUNTING

The principal accounting policies applied in the

preparation of these consolidated financial statements

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

These policies have been consistently applied to all

the years presented, unless otherwise stated.

a) Basis of preparation

The financial statements have been prepared in

accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP) and the

requirements of the Financial Markets Conduct Act

2013. The financial statements comply with New

Zealand equivalents to IFRS Accounting Standards

and IFRS Accounting Standards, as appropriate for

profit-oriented entities with public accountability.

Other than where described below, or in the notes,

the consolidated financial statements have been

prepared using the historical cost convention.

The financial statements are presented in New Zealand

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

thousand dollars unless stated otherwise.

b) Going concern

The Board has considered the ability of the Group to

continue to operate as a going concern for at least the

next 12 months from the date the financial statements

are authorised for issue. It is the conclusion of the

Board that the Group will continue to operate as a going

concern and the consolidated financial statements

have been prepared on that basis. In reaching their

conclusion the Board has considered the following

factors:

• Cash reserves (Cash at bank and Short-term

deposits) at 31 March 2024 of $80.6 million provides

a sufficient level of headroom to support the business

for at least the next 12 months; and

• Average monthly cash burn for the year was

$0.6 million.

c) Basis of consolidation

The Group consolidated financial statements

incorporate the financial statements of the Company

and entities controlled by the Company. Control is

achieved when the Company:

• Has power over the investee;

• Is exposed, or has the rights, to variable returns from

its involvement with the investee; and

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

Subsidiaries are consolidated from the date the

Company obtains control. They are de-consolidated

from the date that control is lost. The acquisition

method of accounting is used to account for the

acquisition of subsidiaries by the Group. The

consideration transferred for an acquisition is measured

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

equity instruments issued, and liabilities incurred or

assumed, by the Group at the date of exchange.

42

Costs directly attributable to the acquisition are
recognised in the income statement. At the acquisition

date the identifiable assets acquired and the liabilities

assumed are recognised at their fair value.

A change in the ownership interest of a subsidiary,

without a cease of control, is accounted for as an equity

transaction. If the Group ceases control over

a subsidiary, it:

• Derecognises the assets (including goodwill) and

liabilities of the subsidiary;

• Derecognises the carrying amount of any

noncontrolling interests;

• Derecognises the cumulative translation difference

recorded in equity;

• Recognises the fair value of the consideration

received;

• Recognises the fair value of any investment retained;

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

• Reclassifies the parent’s share of components

previously recognised in other comprehensive income

to profit or loss or retained earnings, as appropriate,

as would be required if the Group had directly

disposed of the related assets or liabilities.

Intra-Group transactions, balances and unrealised gains

and losses on transactions between Group companies

are eliminated. Accounting policies of subsidiaries are

consistent with the policies adopted by the Group.

d) Foreign currency translation

i) Functional and presentation currency

Items included in these consolidated financial

statements of each of the Group’s entities are

measured using the currency of the primary economic

environment in which the entity operates (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.

Key factors supporting the determination that

New Zealand dollars are the Company’s functional

currency are:

• Serko is NZX listed and has raised capital in

New Zealand dollars;

• Serko generates revenue in multiple currencies; and

• New Zealand dollars are the primary currency for

labour, operating cost and capital expenditure.

ii) Transactions and balances

Transactions in foreign currencies are initially recorded

in the functional currency by applying the exchange

rates ruling at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies

are retranslated at the rate of exchange ruling at

balance date.

Non-monetary items measured in terms of historical

cost in a foreign currency are translated using the

exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a

foreign currency are translated using the exchange

rates at the date when the fair value was determined.

Foreign exchange gains and losses resulting from

the settlement of such transactions, and from the

translation at year end of exchange rates for monetary

assets and liabilities denominated in foreign currencies,

are recognised in the profit and loss.

iii) Foreign currency translation reserve

(FCTR)

Serko translates the results of its foreign operations

from their functional currencies to the presentation

currency using the closing exchange rate at balance

date for assets and liabilities and the average monthly

exchange rates for income and expenses. The

difference arising from the translation of the statement

of financial position at the closing rates and the

statement of comprehensive income at the average

rates is recognised in other comprehensive income and

accumulated within the foreign currency translation

reserve within the statement of changes in equity.

43

nOtES tO FinanCiaL StatEMEntS

e) Sales tax
The Consolidated Statement of Comprehensive Income

and the Consolidated Statement of Cash Flows have

been prepared so that all components are stated

exclusive of sales tax, except where sales tax is not

recoverable. All items in the Consolidated Statement

of Financial Position are stated net of sales tax except

for trade receivables and trade payables, which include

sales tax payable/receivable. Sales tax includes Goods

and Services Tax.

f) Application of new and revised standards,

amendments and interpretations

IFRS 18 Presentation and Disclosure in Financial

Statements (IFRS 18) was issued in April 2024 as

replacement for IAS 1 Presentation of Financial

Statements (IAS 1). The Group is currently assessing

the impact of IFRS 18 and will disclose a more detailed

assessment in the future.

The Group has considered all NZ IFRS standards,

interpretations and amendments that have been

issued, but are not yet effective, and aside from the

aforementioned IFRS 18, concluded that there are none

which would materially impact the Group. The Group

has not adopted, and currently does not anticipate

adopting, any standards that are mandatory in future

periods, prior to their effective date.

g) Comparatives

Certain comparative amounts have been reclassified

to conform to the current year’s presentation.

3. SIGNIFICANT ACCOUNTING ESTIMATES

AND JUDGEMENTS

The preparation of the Group’s consolidated financial

statements requires the Group to make judgements,

estimates and assumptions that affect the reported

amounts of revenues, expenses, assets and liabilities

and the accompanying disclosures.

The significant judgements, estimates, and

assumptions made by management in the preparation

of these financial statements are outlined within the

financial statement notes to which they relate.

A summary of these judgements is as follows:

• Capitalised development costs (note 11)

• Impairment of intangible assets (note 11)

• Revenue (note 4)

4. REVENUE AND OTHER INCOME

Revenue is recognised and measured at the fair value of

the consideration received or receivable to the extent it

is probable that the entity will collect the consideration

to which it will be entitled in exchange for the goods

or services that will be transferred to the customer.

Revenue is disclosed net of credit notes, rebates and

discounts.

a) Revenue from transaction and usage fees

Revenue from transaction and usage fees include travel

platform booking revenue, expense platform revenue

and supplier commission revenue.

Revenue from travel platform bookings is recorded at

the time the travel bookings are processed through

Serko’s platforms. The revenue generated is derived

from numerous customer contracts that feature diverse

pricing structures including transactional and usage

fees with varying triggers for recognising revenue.

Some contracts have fixed minimum booking volume

arrangements. These commitments typically cover the

duration of the agreement and extend across multiple

financial reporting periods, and revenue is recognised

over the period of volume commitment. Serko records

revenue from its portfolio of contracts with reference to

actual transactions, forecast transactions and minimum

contracted commitments. Management exercises

judgement to estimate future transaction volumes in

order to determine projected revenue and accrue or

defer revenue accordingly. For contracts without fixed

consideration, we have applied the ‘as invoiced’ basis

of recognition.

Expense platform revenue is earned over a month,

however we have applied the practical expedient by

recognising revenue at a point in time. Revenue is

recognised on an active user basis at the end of

each month.

Supplier commission revenue, predominantly from

hotel bookings, is recognised when the performance

obligation is fulfilled, which is when the reservation

has been completed (completed stay). Management

exercises judgement to estimate the amount of accrued

commissions due at reporting date due to the timing of

commissions received from partners.

b) Revenue from services

Revenue from services is generated from installation or

other chargeable work orders and is recognised upon

completion of the contract or services.

44

4. REVENUE AND OTHER INCOME (continued)
c) Contract assets

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

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

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

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

d) Contract liabilities

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

(refer note 14).

Notes20242023

$ (000)$ (000)


Revenue – transaction and usage fees:

Travel platform booking revenue 19,21516,283

Expense platform revenue 5,2914,960

Supplier commissions revenue 42,93023,363

Services revenue 1,0001,555

Other revenue 325331

Total revenue 68,76146,492


Government grants142,4121,533

Other 12-

Total other income 2,4241,533


Total revenue and other income 71,18548,025


20242023

$ (000)$ (000)


Geographic information

Australia 20,56418,130

New Zealand 2,9812,480

US 2,9803,015

Europe and Other 42,23622,867

Total revenue 68,76146,492

45

nOtES tO FinanCiaL StatEMEntS

4. REVENUE AND OTHER INCOME (continued)
The Board and Executive Team monitor the results of the Group’s operations as a whole for the purpose of making

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

is a single reportable operating segment. For the year ended 31 March 2024 Serko had two customers (2023: two)

that contributed more than 10% of the revenue for the Group. These customers accounted for $52.2 million of the

revenue for the year ended 31 March 2024 (2023: $33.3 million).

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

agreed marketing fees. For the year ended 31 March 2024, consideration payable to customers was $2.0 million

(2023: $1.8 million).

5. EXPENSES

20242023

$ (000)$ (000)


Loss before finance and taxation includes the following expenses:


Employee remuneration41,63340,924

Contributions to pension plans2,1481,759

Share-based payment expenses5,0486,008

Other remuneration and benefits588638

Total remuneration and benefits49,41749,329


Hosting expenses7,7966,638

Third party connection costs2,2571,889

Other platform related costs2,1491,918

Auditor remuneration and other assurance fees290268

Directors’ fees465447

Directors’ fees - subsidiaries1818

Movement of expected credit loss allowance on receivables(601)28

Bad debts written off64713

Rental and operating lease expenses117134

Professional fees2,3001,627

Computer licences1,7361,540

Insurance costs1,288986

Marketing expenses1,3921,610

Recruitment fees370567

Donations2411

Travel and entertainment1,3721,128

Other expenses1,7251,628

Total other operating expenses23,34520,450


Amortisation15,31311,163

Depreciation1,6601,877

Total amortisation and depreciation16,97313,040


Expenses from ordinary activities89,73582,819

46

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

20242023

$ (000)$ (000)


Finance income and expenses includes:


Finance income

Interest received4,1662,877

Dividends received11

Total finance income4,1672,878


Finance expenses

Interest expense on lease liabilities(169)(223)

Other finance expenses(50)(59)

Total finance expenses(219)(282)

Total finance income and expenses3,9482,596

Auditor remuneration

20242023

$ (000)$ (000)


Amounts for services performed by Deloitte Limited:

Audit of financial statements260238

Other assurance services*3030

Total audit fees290268

47

nOtES tO FinanCiaL StatEMEntS

6. INCOME TAX
Income tax expense comprises of current and deferred tax movements.

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

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

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

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

in equity.

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

and liabilities and their carrying amounts for financial reporting purposes.

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

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

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

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

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

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

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

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

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

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

to be utilised.

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

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

jurisdiction, that have been enacted or substantively enacted at the balance date.

20242023

$ (000)$ (000)


Current income tax

Current income tax charge646509

Adjustments in respect of income tax317(144)

963365


Deferred income tax

Origination and reversal of temporary differences(770)(286)


Income tax expense/(benefit) reported in the statement of comprehensive income19379

48

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

Deferred income tax at 31 March relates to the following:

20242023

$ (000)$ (000)


Accounting loss before income tax(15,686)(30,461)


At the statutory income tax rate of 28% (2023:28%) (4,392)(8,529)

Non-deductible items334,728

Adjustments in respect of income tax317(144)

Foreign taxes(124)224

Tax losses and temporary differences unrecognised4,3464,196

Effect of tax on overseas subsidiaries at different rate13(396)

Income tax (benefit)/expense19379


At effective income tax rate of:-1.2%-0.3%

*Net of lease liabilities.

20242023


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-19(19)65

Deferred income tax asset recognised

Intangibles and non-current assets*58858632

Employee entitlements30411818538

Provisions22443181181

Other44--

Net deferred tax asset recognised1,120770350286


Deferred income tax liabilities not recognised

Intangibles(22)(22)-22

Deferred income tax asset not recognised

Intangibles and non-current assets*-(132)13290

Provisions99948951083

Employee entitlements5451752872

Share based payments1,478(114)1,592(49)

Capital expenditure - patents-(1)1-

Deferred income tax asset not recognised3,0002372,763218

49

nOtES tO FinanCiaL StatEMEntS

6. INCOME TAX (continued)
Unrecognised tax losses carried forward include $114.2 million (2023: $98.6 million) relating to New Zealand and

$8.7 million (2023: $10.8 million) relating to foreign jurisdictions.

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

of New Zealand temporary or tax loss assets has occurred.

7. CASH AT BANK AND SHORT-TERM DEPOSITS

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

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

20242023

$ (000)$ (000)


Cash at bank – New Zealand dollar balances5,0066,338

Cash at bank – foreign currency balances9,1338,906

Cash and cash equivalents14,13915,244


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


New Zealand dollars5,0066,338

Australian dollars1,232602

Chinese Yuan1,9801,330

US dollars5,0695,857

Euros8521,117

14,13915,244


Short-term deposits66,50072,500

Cash includes USD $1.0 million (2023: USD $1.0 million) of restricted cash in the form of a minimum bank balance

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

Short-term deposits of $66.5 million (2023: $72.5 million) represent term deposits used for the investment of surplus

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

50

8. TRADE AND OTHER RECEIVABLES
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method, less provision for impairment.

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

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

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

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

market and product risk.

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

income.

20242023

$ (000)$ (000)


Trade receivables3,5603,289

Expected credit loss provision(174)(220)

Trade receivables (net)3,3863,069


GST receivable396545

Sundry debtors2,5602,459

Contract assets6,2345,845

Prepayments 2,0611,773

Total trade and other receivables14,63713,691


Foreign currency risk

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


New Zealand dollars3,2912,849

Australian dollars2,3702,509

Euro6,1936,379

US dollars872383

Other2418

12,75012,138


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

20242023

Aging analysis$ (000)$ (000)


0-30 days6,7487,963

31-60 days2,8793,015

61-90 days-71

91+ days167527

9,79411,576

51

nOtES tO FinanCiaL StatEMEntS

8. RECEIVABLES (continued)
Expected credit loss – Trade receivables

Group trade receivables over 60 days were $167 thousand (2023: $598 thousand). An ECL provision of $174 thousand

(2023: $220 thousand) has been made, resulting in a movement for the period of $46 thousand (2023: $28 thousand).

Additionally, the Group recognises an allowance of individual receivables if there is objective evidence of credit

impairment or non-collectability.

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

impairment on trade receivables.

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

20242023

$ (000)$ (000)


Balance at 1 April220192

Bad Debts written off(647)(13)

Expected credit loss provision60141

Balance at 31 March174220

9. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments

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

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

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

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

fair value is negative.

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

20242023

$ (000)$ (000)


Current:

Foreign currency forward exchange contracts: asset145144

Foreign currency forward exchange contracts: (liability)(421)-


Contractual amounts of forward exchange contracts outstanding were as follows:

Foreign currency forward exchange contracts: asset16,21038,806

Foreign currency forward exchange contracts: (liability)30,536-

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

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

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

52

10. PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are recorded at cost less accumulated depreciation and impairment. Cost

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

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

The following estimates have been used:

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

• Furniture and fittings - 10% - 13.5%

• Computer equipment - 17.5% - 48%

• Right-of-use asset - Term of lease

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


Leasehold

improvement

Furniture &

fittings

Computer

equipment

Right-of-use

asset*Total

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


2024


Cost or valuation

Balance at 1 April 20236179522,9485,77310,290

Additions3218182-232

Lease modifications---66

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

Currency translation25145475

Balance at 31 March 20246488983,0405,43910,025


Depreciation

Balance at 1 April 20235435052,2863,0106,344

Depreciation expense17824771,0841,660

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

Currency translation22121329

Balance at 31 March 20245615552,6923,7177,525

Net carrying amount873433481,7222,500


2023


Cost or valuation

Balance at 1 April 20226098702,5745,0869,139

Additions7853711,0181,481

Disposals-(6)(28)(379)(413)

Currency translation13314883

Balance at 31 March 20236179522,9485,77310,290


Depreciation

Balance at 1 April 20224774211,6802,2424,820

Depreciation expense69866081,1141,877

Disposals-(2)(28)(379)(409)

Currency translation(3)-263356

Balance at 31 March 20235435052,2863,0106,344

Net carrying amount744476622,7633,946

53

nOtES tO FinanCiaL StatEMEntS

10. PROPERTY, PLANT AND EQUIPMENT
(continued)

a) Impairment

The carrying values of property, plant and equipment

are reviewed for impairment when events or changes in

circumstances indicate the carrying value may not be

recoverable.

If any such indication exists and where the carrying

values exceed the estimated recoverable amount, the

assets are written down to their recoverable amounts.

b) Disposal

An item of property, plant and equipment is

derecognised upon disposal or when no further

future economic benefits are expected from its use or

disposal. Any gain or loss arising on derecognition of

the asset (calculated as the difference between the

net disposal proceeds and the carrying amount of the

asset) is included in the income statement in the year

the asset is derecognised.

11. INTANGIBLES

Intangible assets consist of both internally generated

intangible assets such as capitalised expenditure

for software development, and externally generated

intangible assets such as trademarks, intellectual

property and goodwill upon acquisition.

Key judgements on the capitalisation of

development costs

An intangible asset arising from development

expenditure on an internal project is recognised

only when the Group can demonstrate the technical

feasibility of completing the intangible asset so that

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

complete and its ability to use or sell the asset. Also

considered by management is how the asset will

generate future economic benefits, the availability of

resources to complete the development and the ability

to reliably measure the expenditure attributable to the

intangible asset during its development. Following initial

recognition of the development expenditure, the cost

model is applied requiring the asset to be carried at cost

less any accumulated amortisation and impairment

losses. Any expenditure capitalised is amortised over

the period of expected benefit from the related project.

Software assets in the current year relate to

the continued development of the Group’s

Booking.com integration with Zeno along with the

ongoing development of the existing product offerings.

The group capitalises software development costs

based on direct costs associated with the project

and a proportion of employee costs that directly

relate to the software development project. Computer

software development costs recognised as assets are

amortised over their estimated useful lives and tested

for impairment whenever there is an indication that the

intangible asset may be impaired. Intangible assets

under development and not yet completed at balance

date are recorded as work in progress.

Other expenditures that do not meet the above criteria

are recognised as expenses as they are incurred. This

includes research costs and costs associated with

maintaining internal computer software programmes.

Amortisation and impairment of

non-financial assets

Amortisation is recognised as an expense in the income

statement. The estimated useful lives are as follows:

• Goodwill and Other intangible assets (indefinite

useful life, not amortised but tested annually for

impairment);

• Intellectual property (finite, amortised on five years

straight-line basis); and

• Computer software (finite, amortised between

three and five years on a straight-line basis).

54

11. INTANGIBLES (continued)
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 subsequently reversed.

Intangible assets that are recorded as work in progress

or that have indefinite useful lives are not subject to

amortisation. These assets are tested annually for

impairment or more frequently if events or changes in

circumstances indicate that they might be impaired.

Other intangible assets are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

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 (CGUs)).

Non-financial assets, including work in progress and

computer software, are assessed for impairment at

a Group level under one CGU.

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.

The recoverable amount of the cash-generating unit is

determined from a value-in-use calculation that uses a

discounted cash flow analysis. The key assumptions

for the value-in-use calculation are those regarding

the discount rate, growth rates and forecast financial

performance and cash flows.

Management estimates the discount rate using rates

that reflect current market assumptions of the time

value of money and risk specific to the cash-generating

unit. The growth rates are based on management’s

best estimate. Forecast revenues, direct and indirect

costs, are based on historical experience/past practices

and expectations of future changes in the markets the

Group operates in and services.

Key judgements and estimates – impairment

considerations

In undertaking an impairment review of the single CGU

the following assumptions were used in the impairment

model:

• Cash flow projections across a five-year forecast

period;

• The assumptions with the greatest impact on

impairment testing are as follows:

–The retention of and continued growth in revenues

from key customers;

–A pre tax discount rate of 14.1% (2023: 16.6%),

equivalent to a post tax weighted average cost

of capital of 11.5% (2023: 13.4%);

–The Discount factor is applied using a mid-year

convention; and

–Terminal growth rate of 3.2% (2023: 3.0%).

In assessing the sensitivity of the forecasts to

changes in assumptions, an analysis of key underlying

assumptions was performed and applied to the

weighted average scenario. This included reducing the

estimated revenue in the fifth year by 20%, reducing the

terminal growth rate by 3% and increasing the discount

rate by 2%. These reasonably possible changes in

assumptions did not result in any impairment.

55

nOtES tO FinanCiaL StatEMEntS

11. INTANGIBLES (continued)
Goodwill

Intellectual

property

Other

intangible

assets

Development

work in

progress

Computer

softwareTotal

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


2024


Cost

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

Additions---11,193-11,193

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

Currency translation7378--197348

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


Amortisation and impairment

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

Amortisation-24778-14,98815,313

Currency translation-71--99170

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

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


2023


Cost

Balance at 1 April 20221,3361,409786,27536,77445,872

Additions---13,551-13,551

Transfer of cost---(15,448)15,448-

Currency translation185194--416795

Balance at 31 March 20231,5211,603784,37852,63860,218


Amortisation and impairment

Balance at 1 April 2022-928--12,88613,814

Amortisation-321--10,84211,163

Currency translation-114--86200

Balance at 31 March 2023-1,363--23,81425,177

Net carrying amount1,521240784,37828,82435,041

56

12. TRADE AND OTHER PAYABLES
Trade and other payables

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

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

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

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

Employee benefits

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

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

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

20242023

$ (000)$ (000)


Trade payables1,3502,311

Accrued expenses5,3384,644

Annual leave accrual3,0462,907

Total trade and other payables9,7349,862


Disclosed as:

Current9,7349,862

Non-current--

9,7349,862


Foreign currency risk

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


New Zealand dollars7,2597,416

Australian dollars942716

US dollars8651,133

Other668597

9,7349,862

57

nOtES tO FinanCiaL StatEMEntS

13. LEASE LIABILITIES
Recognition and measurement of Serko leasing activities

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

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

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

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

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

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

terms and conditions.

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

income statement.

Key movements relating to lease balances are presented below:

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

$86 thousand (2023: $79 thousand) that are short term in nature.

20242023

$ (000)$ (000)


Balance at 1 April3,1102,977

Leases entered into during the period-1,073

Lease modification6-

Principal repayments(1,163)(951)

Foreign exchange adjustment3011

Closing balance1,9833,110


Classified as:

Current1,0351,093

Non-current9482,017

Closing balance1,9833,110


Maturity analysis - contractual undiscounted cash flows:

Less than 1 year1,1281,263

Greater than 1 year but less than 2 years5961,142

Greater than 2 years 4051,017

Total undiscounted lease liabilities at 31 March2,1293,422

58

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

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

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

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

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

income in the consolidated statement of financial position and transferred to the income statement on a systematic

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

Income relating to grants is presented in table below:

20242023

$ (000)$ (000)


Opening deferred income1,9311,861

Covid-19 government subsidies(151)(151)

Research and development tax credit (RDTI)(608)293

Contract liabilities449(72)

Closing deferred income1,6211,931


Deferred income disclosed as:

Current1,4891,204

Non-current132727

1,6211,931

14. DEFERRED INCOME AND GOVERNMENT GRANTS

Deferred income is presented in the table below:

20242023

$ (000)$ (000)


During the year, the Group claimed the following grants:

Research and development tax credit (RDTI)1,8821,589

Other government grants17886

Total compensation2,0601,675


Income recognised

Covid-19 government subsidies151151

Research and development tax credit (RDTI)2,0831,296

Other government grants17886

Total income recognised2,4121,533

59

nOtES tO FinanCiaL StatEMEntS

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

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

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

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

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

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

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

During the year the Group allocated the following restricted shares to Serko employees (refer to note 17):

• In respect of the Restricted Share Plan (RSP), the Group allocated nil shares (2023: nil). Unallocated shares are

1,263,865 (2023: 1,263,865); and

• In respect of Restricted Share Units (RSU), the Group allocated 2,278,734 (2023: 1,168,329).

2024202320242023


Number of

shares

Number of

shares

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


Ordinary shares

Balance at 1 April237,976235,101120,443119,921

Issue of shares pursuant to US Options plan-21-8

Issue of shares pursuant to RSU scheme6,5702,8541,403514

Share capital at 31 March244,546237,976121,846120,443


Share-based payment reserve

Balance at 1 April10,6377,483

RSUs expensed during the year5,0486,008

Shares vested to employees via RSU scheme(6,570)(2,854)

Share options expired(23)-

Share-based payment reserve at 31 March9,09210,637

60

16. EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit / (loss) for the year attributable to ordinary equity holders of

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

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

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

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

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

increase the loss per share.

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

20242023

$ (000)$ (000)


Loss attributable to ordinary equity holders of the parent

Continuing operations (15,879)(30,540)

(15,879)(30,540)


Notes20242023

NumberNumber

(000)(000)


Basic earnings per share

Issued ordinary shares15121,846120,443


Weighted average of issued ordinary shares121,616120,344

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

Weighted average of issued ordinary shares outstanding118,602119,080


Basic and diluted earnings/(loss) per share (dollars)(0.13)(0.26)


20242023

CentsCents


Net tangible assets per security*68.7576.26

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

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

61

nOtES tO FinanCiaL StatEMEntS

17. SHARE-BASED PAYMENTS
Employees of the Group receive remuneration at the Board’s discretion in the form of share-based payment

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

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

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

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

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

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

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

a market condition.

Employee Restricted Share Plan

The employee Restricted Share Plan has been superseded by the Restricted Share Units scheme. There are no future

plans to allocate the shares held by the trustee. At year end there were 1,263,865 unallocated shares held by the

trustee (2023: 1,263,865 shares)

Employee Restricted Share Units scheme (RSUs)

Under the Restricted Share Units scheme (RSUs), ordinary shares in Serko Limited are allocated to employees at grant

date with a zero-exercise price and will be taxable to the employee in the income year when the awards vest.

Vesting conditions are based on:

• Continued employment at vesting date and/or;

• Performance hurdles, such as performance against revenue targets.

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

weighted average price (VWAP) of shares traded in the previous 20 trading days preceding the date of grant or closing

price the day before issue.

2024202420232023


Weighted average

price ($)

Number

of RSUs

Weighted average

price ($)

Number

of RSUs


Outstanding at 1 April 2,378,9951,997,222

Allocated to employees during the year2.802,278,734 4.45 1,168,329

Cancelled during the year3.61(348,428) 4.91 (271,968)

Vested during the year4.69(1,399,053) 5.55 (514,588)

Outstanding at 31 March 2,910,2482,378,995

62

17. SHARE-BASED PAYMENTS (continued)
Employee incentive share options scheme

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

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

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

grant date. No options can be exercised later than five years from the grant date. There were 16 holders of options at

31 March 2024 (2023: 21).

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:

2024202420232023


Weighted

average exercise

price ($)Options

Weighted

average exercise

price ($)Options


Outstanding at 1 April94,974148,309

Cancelled during the year4.71(8,518) 3.63 (45,497)

Expired during the year2.84(23,332)--

Exercised during the year-- 2.68 (7,838)

Outstanding at 31 March63,124 94,974


Options outstanding at 31 March fall within the following ranges:


20242023

GrantedExpiry dateExercise price ($)OptionsOptions


2018-19 2023-24 2.58-3.3299224,324

2019-20 2023-24 3.95-4.4940,00040,930

2020-21 2023-254.8022,13229,720

63,12494,974

63

nOtES tO FinanCiaL StatEMEntS

b. Transactions with related parties
There were no transactions with related parties for the year other than key management personnel remuneration.

c. Key management remuneration*

* Key management personnel includes Serko’s board of directors, the Chief Executive Officer and direct reports. Share-based payments represent the

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

d. Terms and conditions of transactions with related parties

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

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

year end are unsecured and settlement occurs in cash.

18. RELATED PARTIES

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

a. Subsidiaries

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

in the following table:

% Equity interest% Equity interest

Entity NamePrincipal activity20242023


Serko Australia Pty LimitedSales and marketing100%100%

Serko Trustee LimitedTrustee100%100%

Serko India Private LimitedNon-trading100%100%

Serko Investments LimitedNon-trading100%100%

Foshan Sige Information Technology LimitedResearch and development services100%100%

Serko IncSales and marketing100%100%

InterplX IncExpense management100%100%

20242023

$ (000)$ (000)


Non-executive directors’ remuneration465447

Salary and other short-term benefits4,4454,251

Share-based payments2,0313,377

Total compensation6,9418,075

64

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash at bank and on hand, short-term deposits, derivatives, trade

receivables, and trade payables.

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

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

amend capital spending plans.

Financial assets:

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

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

19. RECONCILIATION OF OPERATING PROFIT TO NET CASH OUTFLOW

FROM OPERATING ACTIVITIES

20242023

$ (000)$ (000)


Net loss(15,879)(30,540)


Add non-cash items

Amortisation15,31311,163

Depreciation1,6601,877

Deferred tax loss/(gain)(770)(275)

Loss on foreign exchange transactions1,084(1,681)

Share-based compensation5,0486,008

Loss on disposal of assets59-

6,515(13,448)

Add/(less) movements in working capital items

(Increase)/decrease in receivables(754)(7,465)

Increase/(decrease) in income tax payable572(37)

Increase/(decrease) in trade and other payables(438) (1,376)

(620)(8,878)


Net cash flow used in operating activities5,895(22,326)

65

nOtES tO FinanCiaL StatEMEntS

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Financial liabilities:

Financial liabilities are classified as ‘other financial liabilities’. Other financial liabilities are initially measured at fair

value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the

effective interest method.

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

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

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

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

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

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

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

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

a) Risk exposures and responses

i) Interest rate risk

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

rate risk.

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

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

is limited.

ii) Liquidity risk

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

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

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

liquidity risks.

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

cash flow basis:

Weighted average

effective interest

rate %

Contractual

cash flows

6 months

or less

6-12

months

1-2

years

2-5

years

More than

5 years

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


Group - 2024

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

Lease liability10%2,129496632596405-

8,8177,184632596405-


Group - 2023

Trade and other payables0%9,8629,862----

Lease liability10%3,4236166481,1421,017-

13,28510,4786481,1421,017-

66

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
b) Currency risk

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

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

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

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

Refer to notes 8 (trade and other receivables), 7 (cash at bank and short-term deposits) and 12 (trade and other

payables) for further details on the Group’s foreign currency denominated accounts receivable, cash and short-term

deposit balances, and accounts payable.

The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 10%

(2023: +/-20%) has been selected based on what management consider to be a reasonable movement in exchange

rates.

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

Foreign currency risk

+10% -10%


Carrying

amount

Post-tax

profit

Equity

Post-tax

profit

Equity

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


2024

Foreign exchange balances

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

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

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

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


+20% -20%

Carrying

amount

Post-tax

profit

Equity

Post-tax

profit

Equity

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

2023

Foreign exchange balances

Cash at bank8,9061,0691,069(1,603)(1,603)

Trade and other receivables9,2821,1141,114(1,671)(1,671)

Trade and other payables(2,445)(293)(293)440440

Net exposure15,7431,8901,890(2,834)(2,834)

67

nOtES tO FinanCiaL StatEMEntS

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
c) Credit risk

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

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

default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.

Exposure at balance date is addressed in each applicable note.

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

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

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

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

The Group’s other largest concentration of credit risk is with one customer, with $7.2 million receivable at

31 March 2024 (2023: $6.4 million).

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

the largest bank concentration makes up 41%, the second largest concentration is 37%, with the remaining 22% held

in other banks (2023: 34% each held with two banks and 32% in other banks). A total of 91% (2023: 92%) of cash and

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

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

d) Fair value

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

consolidated financial statements approximate their fair value.

21. EVENTS AFTER BALANCE SHEET DATE

On 30 April 2024, Serko renewed the partnership with Booking.com for an additional five years.

Aside from the above, there were no other material events between the balance sheet date and the date these

financial statements were authorised for issue.

22. CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2023: $nil).

68

69
nOtES tO FinanCiaL StatEMEntS

Independent Auditor’s Report
To the Shareholders of Serko Limited

Opinion

Basis for opinion

Audit materiality

Key audit matters

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 2024, 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 material accounting policy information.

In our opinion, the accompanying consolidated financial statements, on pages 36 to 68, present

fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2024,

and its consolidated financial performance and cash flows for the year then ended in accordance

with New Zealand Equivalents to

IFRS Accounting Standards (‘NZ IFRS’) as issued by the External

Reporting Board and International Financial Reporting Standards (‘IFRS’) as issued by the

International Accounting Standards Board.

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 Company in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’ International Code o

f Ethics for

Professional Accountants (including International Independence Standards), and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

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.

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 $1,500,000.

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.

70

Key audit matter How our audit addressed the key audit matter
Revenue recognition

The Group has reported total revenue of $68.8 million, as set out in

note 4 ‘Revenue and other income’.

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

significance of revenue to the financial statements and judgements

involved in determining the timing of revenue recognition.

Included within total revenue of $19.2 million of travel platform

booking revenue derived from multiple customer contracts that

contain different pricing schedules and varying revenue

recognition triggers. Complexity exists because customer contracts

can include transactional and usage fees (sometimes with

minimum contracted commitments), establishment and

installation fees, and chargeable work orders, which impact on the

allocation of revenue across different goods and services.

We evaluated the systems, processes and controls in place over the

major operating revenue streams.

We engaged our Information Technology specialists to test the IT

environment in which bookings occur and interfaces with the

general ledger.

We recalculated travel platform booking revenue recognised for a

sample of material customers by reconciling transactions recorded

in the relevant IT systems to the general ledger and validating

pricing inputs to invoices and signed customer contracts.

We considered the application of NZ IFRS 15: Revenue from

Contracts with Customers for new and material contracts or

significant variations to contracts entered into during the year.

We tested samples of manual journal entries recorded outside of

normal business processes by profiling for unusual revenue

impacting journals.

Capitalisation of software development including impairment

considerations

The Group capitalises costs for internally developed work in

progress and transfers those to software upon completion of the

project. In the current year the Group capitalised costs of $11.2

million and transferred $10.7 million of work in progress to

software assets, as set out in note 11 'Intangibles'. $4.9 million of

development work in progress has been recognised as at balance

date.

Capitalisation of software development

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

significant expenditure in developing and enhancing software

products.

Judgement is required to determine whether the recognition

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

to capitalise the applicable costs of development. This includes

considering whether the costs are directly attributable to the

development of an asset, and whether the Group can demonstrate

that the asset is in the development stage. This includes

demonstrating the technical feasibility of completing the intangible

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

complete the asset, how the asset will generate future economic

benefits, the viability of resources to complete the asset

development and the ability of the Group to reliably measure the

expenditure attributable to the intangible asset.

Impairment assessment

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.


The recoverable amount of the Group’s cash-generating unit is

sensitive to assumptions around the retention of and continued

growth in revenue from key customers, as well as to the terminal

growth rate and discount rate applied in the discounted cash flow

model.

Capitalisation of software development

We evaluated the nature of expenditure, the stage of product

development, and how the Group distinguishes expenditure

between research, development and maintenance costs.

We assessed the Group’s processes and controls for recording time

spent on products and the allocation between research or software

development to be capitalised under NZ IAS 38.

We tested a sample of additions to evaluate whether the

recognition criteria under NZ IAS 38 have been met.

Impairment assessment

We considered existing software for technical obsolescence, by

ensuring appropriate revenues exist for those products and

assessing whether features or product enhancements previously

capitalised are still in use.

We challenged the key assumptions within the cash flow forecasts

by considering historical cashflows, our understanding of the

business strategy and other relevant external information.

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 of assets as at 31 March 2024.

We performed sensitivity analysis over key drivers in the Group’s

impairment model, particularly assumptions around forecast travel

bookings and volume growth for the Booking for Business platform.

71

indEPEndEnt auditOr'S rEPOrt

Key audit matter How our audit addressed the key audit matter
We have included capitalisation and impairment considerations of

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

judgement required.

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 and the ESG 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’ re

sponsibilities 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-fo

r-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.

Paul Seller, Partner

for Deloitte Limited

Auckland, New Zealand

28 May 2024

72

73
indEPEndEnt auditOr'S rEPOrt

74

Corporate
Governance

Statement

For the year ended 31 March 2024

This corporate governance statement has been prepared

in accordance with the NZX Listing Rules and was approved

by the Serko Board on 28 May 2024.

75

COrPOratE gOvErnanCE & diSCLOSurES

The Board and management of Serko Limited
(Company or Serko) are committed to ensuring that

Serko maintains best practice corporate governance

and adheres to high ethical standards.

The Board reviews Serko’s governance policies and

practices against the NZX Listing Rules and a number

of corporate governance recommendations, including

the Corporate Governance Code dated 1 April 2023

(NZX Code) and the Fourth Edition of the Australian

Securities Exchange (ASX) Corporate Governance

Council Principles and Recommendations.

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 2024 and as at the date

of this report. For the purposes of Recommendation

3.4, the Board has determined that the whole Board

will carry out the functions of a nomination committee

owing to the size of the Board.

Below, we have reported against the NZX Code dated

1 April 2023. An index setting out where each NZX Code

Principle and Recommendation is addressed is set out

on page 102.

Stock Exchange Listing

Serko is listed on the New Zealand Stock Exchange

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

Exempt Listing. As an ASX Foreign Exempt Listing,

Serko needs to comply with the NZX Listing Rules

but does not need to comply with the vast majority

of the ASX Listing Rule obligations (although some

do still apply).

Serko is incorporated in New Zealand.

The Board recognises that high ethical standards and

behaviours are central to good corporate governance.

Code of Ethics

Serko’s Code of Ethics outlines how Serko people,

including its directors, employees, contractors

and advisers, are expected to conduct their

professional lives.

The Code of Ethics is not intended to cover an

exhaustive list of expectations on Serko people

but instead is designed to help inform their actions,

behaviours and decision-making processes that are

consistent with Serko’s Guiding Principles, strategic

objectives and legal and policy obligations. It covers

a range of matters, such as:

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

which are contained in our ESG Report, and requires

that Serko people ensure their behaviour, decisions

and actions are guided by these principles;

2. specific requirements such as:

a. ensuring conflicts of interest are appropriately

managed and do not interfere with Serko’s

best interests;

b. not accepting gifts or personal benefits that may

compromise or influence business decisions;

c. using Serko property and information for

legitimate and authorised purposes;

d. maintaining security and confidentiality of

information entrusted to employees in their roles;

and

e. requiring Serko people to be familiar with, and

comply with, all relevant laws and policies; and

3. highlighting mechanisms to report any potential

or actual breach of the Code of Ethics, including

via its Whistleblowing Policy.

The Code of Ethics is available to all Serko people

via the Company’s intranet and is provided to all

new employees and directors and incorporated in

onboarding training as part of an induction process.

Regular training on the Code of Ethics for existing Serko

people is incorporated into our ongoing compliance

training schedule.

IntroductionEthical Standards

76

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

and monitored by the Board, exists to support the

application of the Code of Ethics and defines the

process for raising serious wrongdoings within Serko.

It forms part of a broader ‘See Something, Say

Something’ approach Serko has recently rolled out,

designed to provide different mechanisms and

channels to raise concerns, both formal and informal.

Under the Whistleblowing Policy, employees may

choose to raise concerns with managers or members

of the Executive Team but they can also raise concerns

and report serious wrongdoings via an independent

external Whistleblower hotline. A designated email

address, accessible only by non-executive directors,

is also available for staff to confidentially raise

concerns they may have.

Other Ethical Standards and Policies

In addition, Serko also has the following ethical

standards and policies in place:

1. Anti-Bribery and Corruption Policy: Serko takes a

zero-tolerance approach to bribery and corruption and

is committed to acting professionally, fairly and with

integrity in all business dealings and relationships.

This policy sets out our responsibilities, and the

responsibilities of those working for and on our

behalf, in observing and upholding our requirements

on bribery and corruption, the giving or acceptance of

gifts and dealing with government officials.

2. Modern Slavery Policy and Statement: Serko

published our second annual Modern Slavery

Statement, setting out the steps taken and the

planned future actions to identify and address the

risks of slavery and human trafficking across our

business operations and supply chains. The risk of

modern slavery to Serko is considered low because

of our direct operations, value chain, the type of

business we operate and the regions we operate in.

3. Business Partner Code of Conduct: We have

implemented a Business Partner Code of Conduct,

which is designed to communicate Serko’s

expectations in relation to ethical and other

behaviours to our partners. We have also undertaken

significant work in the last financial year to enhance

our partner onboarding processes by implementing

due diligence screening on counterparties.

For more information about the work that is being

completed in these areas, including Serko’s Business

Partner Code of Conduct, supply chain initiatives and

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

our ESG Report, available at www.serko.com/investors.

Securities Trading Policy

We are committed to complying with legal and statutory

requirements to ensure that directors and employees do

not trade Serko securities while in possession of inside

information.

Serko’s Securities Trading Policy applies to all

directors, employees and contractors of Serko and its

subsidiaries. The policy seeks to ensure that those

subject to the policy do not trade in Serko securities

if they hold undisclosed price-sensitive information.

The policy sets out additional rules, including the

requirement to seek Company consent before trading

and prescribes certain black-out periods when trading

is prohibited.

Compliance with the Securities Trading Policy

is monitored through a consent process and via

notification by Serko’s share registrar when any Director

or Senior Manager trades in Serko securities. All trading

by Directors and Senior Managers (as defined by the

Financial Markets Conduct Act 2013) is required to

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

securities trading registers. Regular securities trading

training is provided to all Serko people, along with

targeted internal communications.

77

COrPOratE gOvErnanCE & diSCLOSurES

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

and to protect and enhance the value of Serko’s assets. The Board is responsible for

corporate governance and Serko’s overall strategic direction and is the overall and final

body responsible for all decision-making within Serko. The Board Charter describes the

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

Our Board – Diversity, Size and Composition

The directors of Serko’s Board, as at the date of this Annual Report, are set out

on pages 14 – 15.

Serko signalled to the market in 2023 that it intended to appoint a fourth, Independent

Non-executive Director. In February 2024, Dr Sean Gourley was accordingly appointed

as an Independent Non-executive Director. Sean is a proven leader in the AI and data

commercialisation space over the past decade, having established and grown two

ground-breaking technology businesses in the US. This, together with his commercial

US experience, makes him a key asset to Serko as we scale internationally and as

data and AI becomes even more critically important to our technology and products.

Sean will stand for election at Serko’s 2024 Annual Shareholder Meeting.

78

A brief profile, including the experience of each Director, can be found on page 14 – 15 of this Annual Report.
Serko is proud to have a Māori co-founder who sits on the Board as an Executive Director, along with two female

directors including the Chair.

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

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

Tenure

Director ‘07

*

‘08‘09‘10‘11‘12‘13‘14‘15‘16‘17‘18‘19‘20‘21‘22‘23‘24Tenure

Darrin Grafton 17 years (co-founder)

Bob Shaw 17 years (co-founder)

Claudia Batten 10 years (since NZX Listing)

Clyde McConaghy 10 years (since NZX Listing)

Jan Dawson 3 years

Sean Gourley <1 year

*Serko was founded in 2007.

As at 31 March 2024, with the introduction of Sean Gourley in February 2024, the average tenure of non-executive

directors is almost six years and the average tenure of all directors is almost 10 years.

Board Gender Mix

All directors67%33%

non-executive directors50%50%

79

COrPOratE gOvErnanCE & diSCLOSurES

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

mix of skills required to govern Serko as its strategy evolves and Serko expands internationally.

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

is set out below.

Skill category Director capability

Travel industry knowledge

Depth of knowledge of the global travel industry and trends

Technology, data trends and security

Expertise in software and platform development, ways of working,

system architecture, emerging technologies, data and security practices

High growth companies

Experience working with high growth companies, including expanding in to

new markets and scaling products, services and processes for future growth

Marketing, sales and channel management

Experience in customer insights, sales, marketing and business

development in Serko’s core markets

Strategy

Expertise in strategy and corporate development, including through

mergers and acquisitions and strategic partnerships

Financial acumen

Qualifications or experience in corporate finance, accounting,

capital markets, credit markets and banking

Governance, sustainability and risk

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

investor engagement, sustainability and risk, including oversight of climate

risks/opportunities

Client markets (ANZ)

Depth of experience operating and governing in Australian and

New Zealand markets

Client markets (US and Europe)

Depth of experience operating and governing in other client markets,

including Europe and US

Innovation, entrepreneurship and partnership

Depth of expertise in innovation and entrepreneurship, including ability

to align vision, mission and goals

Capability

High to Very High capability Low to Medium capability

80

Board Appointments,
Training and Evaluation

Serko’s Board has determined that the whole Board

will carry out the functions of a Nominations Committee

owing to the size of the Board. When considering

candidates to act as a Director, the Board will consider

factors it deems appropriate, including the diversity

of background, experience and qualifications of the

Director. Serko undertakes appropriate ‘fit and proper’

checks before appointing a Director or putting forward

any candidate for election as a Director.

The procedure for the appointment and removal of

directors is ultimately governed by Serko’s Constitution

and the NZX Listing Rules. All directors are elected

by Serko’s shareholders (other than directors appointed

by the Board, who must retire and stand for election

at the next meeting of shareholders). Directors are

subject to the rotation requirements set out in the

NZX Listing Rules.

At the time of appointment, each new Director signs

a comprehensive letter of appointment, setting out

the terms of their appointment, including duties and

expectations in the role. Each Director receives the

Code of Ethics, and other related governance

documents, policies and procedures, and is introduced

to the business through a tailored induction programme.

All directors are regularly updated on relevant industry

and Company issues and are expected to undertake

training to remain current on how best to perform their

duties as directors of Serko.

All directors have access to senior management to

discuss issues or obtain information on specific areas

or items to be considered at Board meetings and each

Director actively utilises this access to support the

Company and its executives.

The Board and Board Committees and each Director

have the right to seek independent professional

advice, at Serko’s expense, to assist them in carrying

out their responsibilities.

Evaluation of the performance of the Board and its

Committees is regularly undertaken. A performance

review of the Board was carried out by the Chair of the

Board during FY24, with Committee reviews undertaken

in April 2024. The next Board and Committee review is

scheduled for the end of FY25.

Claudia Batten, BCom, LLB (hons)

Key Capabilities: Innovation, Governance,

Technology, International Markets

Clyde McConaghy, BBus, MBA

Key Capabilities: ANZ Markets, Financial,

Marketing and Sales Channel Management,

Governance

Bob Shaw

Key Capabilities: Innovation, Technology,

ANZ Markets, Travel Industry Knowledge

Sean gourley, Phd (Physics), MPhys

Key Capabilities: Technology, Data,

International Markets, Innovation

Darrin grafton

Key Capabilities: Entrepreneurship, Travel

Industry Knowledge, Strategy, ANZ markets

Jan Dawson, BCom

Key Capabilities: Financial, Risk,

Governance, Strategy

81

COrPOratE gOvErnanCE & diSCLOSurES

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

considered by the Board to be independent directors

for the purposes of the NZX Listing Rules and against

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

Charter. This determination has been made on the basis

that these directors are non-executive directors who

are not substantial shareholders and who are free of

any interest, business or other relationship that would

materially interfere with or could reasonably be seen

to materially interfere with, the independent exercise

of their judgement.

In making this determination, the Board has

considered the relevance of Claudia’s and Clyde’s

tenure on their ability to bring an independent view

to decisions in relation to Serko. The Board considers

that both directors continue to bring independence

of judgement when carrying out their Director duties.

Of relevance to this determination is the fact that

Claudia was not appointed as Chair of the Board

until 2020 and that the roles of Committee Chair

have been rotated during their tenure.

Independence of Directors

The Board will review any determination it makes

on a Director’s independence on becoming aware of

any new information that may affect that Director’s

independence. For this purpose, the directors are

required to ensure they immediately advise Serko of

any new or changed relationship that may affect their

independence or result in a conflict of interest.

The Board considers the roles of the Chair and the

CEO should remain separate. The current Chair has

been elected by the Board from the independent

directors, in accordance with the terms of the Board

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

leadership to the Board and to facilitate the Board’s

interface with the CEO.

Conflicts of Interest

The Board is conscious of its obligations to ensure

that directors avoid conflicts of interest (both real and

perceived) between their duty to Serko and their own

interests. The Board Charter outlines the Board’s policy

on conflicts of interest. Serko maintains an Interests

Register in which relevant disclosures of interest and

securities dealings by the directors are recorded.

In addition, the Board has developed a Charter to

govern the establishment and functioning of an

Independent Committee to be formed, when required,

to respond to activity determined to cause some

Directors to be conflicted. The Independent Committee

is not a standing committee of the Board.

Company Secretary

The Company Secretary is responsible for supporting

the effectiveness of the Board by ensuring that

its policies and procedures are followed and for

coordinating the completion and dispatch of the

Board agendas and papers. The Company Secretary

is directly accountable to the Board, via the Chair,

on all governance matters.

Independence

4x Independent Directors

2x non-independent directors

82

83
COrPOratE gOvErnanCE & diSCLOSurES

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

diversity in skills, attributes and experience of our directors, executives and employees

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 Inclusion

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

Committee the responsibility to develop and to recommend measurable objectives to

the Board that are designed to adhere to the policy.

Serko sets measurable objectives that reflect our commitment to diversity and reports

progress against these objectives regularly to the Board. In 2021, we set a gender

diversity target of 40:40:20, with the aim for this to be achieved by the end of FY24

across the Board, overall employees, non-executive directors, executive and people

leaders. Achievement of the target was defined as having 40% female representation.

As at 31 March 2024, the gender split across our workforce was as follows:

Female

37.5%

Male

62.2%

non-binary

0.3%

All workforce

People leaders66%34%

All directors67%33%

non-executive directors50%50%

Executives

71%29%

84

The respective numbers and proportions of men and women at various levels within the Serko workforce as at
31 March 2023 and 31 March 2024 are set out in the table below:

Female20242023

no.%no.%

All directors233.3%240.0%

Non-executive directors250.0%266.7%

Executives

1

225.0%220.0%

Senior leaders

2

631.8%529.4%

All workforce12837.5%13038.3%

Male20242023

no.%no.%

All directors466.7%360.0%

Non-executive directors250.0%133.3%

Executives

1

675.0%880.0%

Senior leaders

2

1368.2%1270.6%

All workforce21262.2%20761.1%

1 Executives 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 in senior positions.

The Board has recently reaffirmed the 40:40:20 gender diversity target remains our objective and we continue to strive

towards this goal and are making progress in meaningful ways. The Board’s evaluation of Serko’s performance against

this measurable objective, including relevant FY24 achievements, is set out in our ESG Report.

In addition, in April 2024, the Board set an additional target to increase Māori and Pacific Peoples representation at

Serko to 2%.

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COrPOratE gOvErnanCE & diSCLOSurES

Asian (34.6%)

European/Caucasian (27.0%)

Indian (6.5%)

Latin American (1.2%)

Prefer not to say (26.4%)

Two or more races (3.2%)

Middle Eastern (0.3%)

Māori and Pacific Peoples (0.9%)

Ethnicity

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:

1. Audit, Risk and Sustainability Committee; and

2. People, Remuneration and Culture Committee.

Details of the roles and responsibilities of these

committees are described in their respective charters

and are summarised below.

The role of a Nominations Committee is currently,

and was throughout FY24, carried out by the full

Board owing to its small size.

Audit, Risk and Sustainability

Committee

The primary function of the Audit, Risk and

Sustainability 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, its auditing processes

and sustainability matters (including management and

monitoring of climate-related risks and opportunities).

In carrying out its risk management functions, the

Committee is specifically responsible for oversight of

information security risk practices. The Committee

receives regular updates from Serko’s Chief Information

Security Officer on information security threats, risks

and mitigation plans.

Under the Audit, Risk and Sustainability Committee

Charter, the Committee must be comprised of a

minimum of three members who are each Non-

executive Directors, the majority of whom are also

Independent Directors and at least one Director with

an accounting or financial background. Further, the

Chair of the Committee is required to be independent

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

the Committee is not permitted to have been an audit

partner or senior manager at Serko’s external audit firm

within the past three years. The current members of the

Committee are Jan Dawson (Chair), Clyde McConaghy

and Claudia Batten, all of whom are Independent,

Non-executive Directors. Their qualifications and

experience are set out on pages 14 – 15 of this

Annual Report. Jan Dawson is a financial expert.

People, Remuneration and Culture

Committee

The primary function of the People, Remuneration

and Culture Committee is to oversee remuneration

and people-related policies and practices at Serko,

oversee executive succession planning and make

recommendations to the Board on Serko’s culture and

employee wellbeing. The Committee is also tasked with

annually monitoring and evaluating Serko’s performance

with respect to its Inclusion and Diversity Policy.

Under the People, Remuneration and Culture

Committee Charter, the Committee must be comprised

of a minimum of three members, all of whom are

independent directors. The Chair of the Committee

is required to be independent and may not also be

the Chair of the Board. The current members of the

Committee are Clyde McConaghy (Chair), Jan Dawson

and Claudia Batten, all of whom are Independent, Non-

executive Directors. Their qualifications and experience

are set out on pages 14 – 15 of this Annual Report.

Ad hoc committees

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

committee to deal with a particular issue that requires

specialised knowledge and experience.

One such committee is the Technology Advisory

Committee and currently comprises one Non-executive

Director, two independent expert advisers and executive

representatives from product and technology. This

Committee has assisted the Board in its oversight of

Serko’s technology strategy and the use of technology

in executing Serko’s overall business strategy.

Board Committees

86

Board & Committee Attendance
All appointed directors attended the 2023 Annual Shareholders Meeting. Details regarding the directors’ attendance of

the 2024 governance meetings is set out in the table below.

Directors also met for several additional special meetings to undertake specific planning for the business outside of

scheduled Board and Committee meetings.

Employees only attend Committee meetings upon invitation.

Director attendance Board

Audit, Risk and

Sustainability Committee

People, Remuneration

and Culture Committee

Claudia Batten 12/124/4 4/4

Jan Dawson12/124/44/4

Sean Gourley* 2/2*****

Darrin Grafton12/12****

Clyde McConaghy12/124/44/4

Bob Shaw 12/12****

* Appointed on 1 February 2024.

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

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COrPOratE gOvErnanCE & diSCLOSurES

Serko is committed to the promotion of investor
confidence by ensuring that the trading of Serko shares

takes place in an efficient, competitive and with an

informed market. The Board is tasked with ensuring

the integrity of financial and non-financial reporting

to shareholders. During the financial year, we have

focused on readying Serko for climate disclosure

reporting and enhancing other non-financial reporting. A

comprehensive ESG programme is being implemented

to support these initiatives, which is overseen quarterly

by the Audit, Risk and Sustainability Committee.

Market Disclosure Policy

Our Market Disclosure Policy guides Serko’s compliance

with the continuous disclosure requirements of the NZX

Main Board. In addition, directors and management

consider at each Board meeting whether there are any

issues that have arisen that require disclosure to the

market.

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 and ASX. The

Disclosure Committee comprises the Board Chair, the

Audit, Risk and Sustainability Committee Chair, the Chief

Executive Officer, the Chief Financial Officer and the

General Counsel. The Disclosure Committee is governed

by the Market Disclosure Policy and is responsible for

implementing that policy.

Charters and Policies

Key corporate governance documents referred to in

this Corporate Governance Statement, including policies

and charters, are available on Serko’s investor centre:

www.serko.com/investors.

Financial Reporting

The Board is responsible for ensuring the integrity of its

financial reporting. The Audit, Risk and Sustainability

Committee closely monitors financial reporting risks in

relation to the preparation of the financial statements.

The Audit, Risk and Sustainability 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 the Chief Financial Officer are required to state in

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

Serko’s financial reports:

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

condition and operational results;

• are prepared in accordance with the relevant

accounting standards; and

• are founded on a sound system of risk management

and internal control that is operating effectively.

Serko has published its full and half-year financial

statements, which were prepared in accordance with

relevant financial standards and the abovementioned

process. The FY24 full-year financial statements are set

out from page 36 of this Annual Report.

Non-financial Reporting

Serko’s Annual Report and ESG Report provide

information about how Serko is performing on various

non-financial matters, including environmental, social

and governance (ESG) matters.

In its ESG Report, Serko sets out its approach

and commitment to sustainability, aligning its

ESG priority areas with the United Nations (UN)

Sustainable Development Goals (SDGs) — a set

of global sustainability initiatives set by the UN.

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

www.serko.com/investors.

Climate Reporting

Serko is a climate-reporting entity under the Financial

Markets Conduct Act 2013 and accordingly, has

published its first mandatory climate-related

disclosures. This covers progress during the FY24

financial period and in compliance with the Aotearoa

New Zealand Climate Standards issued by the External

Reporting Board (Climate Standards). We have also

published our FY24 GHG (greenhouse gas) emissions

inventory, which has been subject to a limited assurance

engagement by Deloitte Limited. These disclosures

including the GHG emissions inventory, are set out

in our ESG Report which is available on our website:

www.serko.com/investors.

Remuneration

Serko is committed to remunerating its non-executive

directors, executive directors and employees fairly,

transparently and reasonably. Our remuneration

practices are detailed in the Remuneration Report

set out from page 105 of this Annual Report.

Reporting and Disclosure

88

Risk Management
Serko is committed to proactively and consistently

managing risk to:

• enhance and protect Serko’s value by delivering

on our commitments and meeting stakeholders’

expectations;

• optimise the return to, and protect the interests of,

stakeholders;

• allow Serko to pursue opportunities in an informed

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

• ensure a safe and secure environment for our people,

partners and customers.

Risk Management Framework

FY24 saw a thorough review of Serko’s risk

management programme, which is operated

according to the revised Managing Risk Policy and

Risk Management Framework (Framework). The

Board approved the revised policy and Framework in

November 2023. This achievement pulls together the

extensive work and progress made to formalise Serko’s

approach to risk and the risk appetite in which Serko

operates.

The Framework articulates Serko’s process to identify,

assess, control, monitor and report on risks that may

affect the ability to achieve objectives.

The Framework covers financial and non-financial risks,

as well as those related to internal compliance systems.

Serko’s Board has set the risk appetite for the business

using our risk categories as defined in our Framework.

The Board reviews and confirms the risk appetite at

least annually. Serko’s management is responsible for

developing mitigation strategies to manage risks within

the Board’s defined risk appetite and tolerance levels.

An extensive risk register is maintained by management

with ongoing monitoring and review of all risks

identified. The risk categories included in our risk

register are business operations, strategic, climate

related, modern slavery, bribery and corruption, cyber

and security, privacy and data and third-party risk.

If a business risk becomes a Top Risk, additional

reporting and oversight is required. A Top Risk is a

business risk that has been identified and assessed

as having a high residual rating. The Audit, Risk and

Sustainability Committee can use their discretion and

add a lower rated risk to the Top Risk group should they

believe visibility at committee level is required.

In its oversight function, the Audit, Risk and

Sustainability Committee receives risk reports at

each meeting, covering Serko’s Top Risks, monitoring

results and trends, mitigation strategies, action plans

and updates on the ongoing programme of work. This

Committee reports back to the Board following each

meeting, with the Board also having access to the

Committee minutes.

89

COrPOratE gOvErnanCE & diSCLOSurES

Risk
category

Description Principal mitigants

Competition

& Customer

Serko continues to face exposure to a variety of new

and existing competitors in new and established

markets. New technologies could alter the existing

value chain for travel and expense, disrupting

existing flows, processes, players and/or underlying

technology that Serko’s business is based on.

Serko relies on the strength of its relationship with

Booking.com for its unmanaged travel offering and

its reseller relationships for its core online booking

tool business.

• Use customer feedback in product design.

• Continuous improvement of product health

through monitoring.

• Pursue global reseller relationships in new geographies

to reduce concentration risk, with continued investment

in direct go-to-market sales.

• Developing Serko’s channel partner programme to support

sales and operational enablement for strong and healthy

reseller partnerships.

• Processes in place for monitoring and responding to

competitive threats.

• Continued development of strategic partnerships.

External

Events

As a travel technology provider, Serko faces significant

exposure to changes in demand for business travel

services due to a variety of global events that could

impact the travel industry. Significantly weakened

global conditions, as a result of the pandemic, geo-

political instabilities or other events, could harm our

business and financial condition.

Environmental disasters or catastrophic events and

the impact of such events on the travel industry or

on the global economy could have negative effects

on our business, partners, suppliers and customers.

Those events could include impacts of climate

change, including the increased likelihood of extreme

weather events and longer-term impacts like the

predicted rise in global sea levels.

• Alternative operating models in place targeting different

traveller types, across multiple markets.

• Monitoring key trends in global and regional travel.

• Expanding our offering to different content channels

and alternative, more sustainable modes offerings,

including transportation.

• Maintaining sufficient capital reserves.

• Detailed climate-related risk and opportunity

analysis completed.

• Carbon emissions inventory to inform opportunities

to reduce Serko’s carbon footprint over time.

Privacy

and Data

Protection

Serko’s business involves the collection, use and

processing of personal data. The global data privacy

landscape is complex and evolving. As Serko’s

business expands with new products and into

additional markets, Serko will become subject to

additional data privacy regulations. The failure to

protect personal data and comply with data privacy

regulations could result in financial penalties,

operational inefficiencies, intervention by regulators

and negative impacts to reputation.

• Establishment of Data Governance Group to provide

oversight and guidance on specified data-related matters.

• Further embedding a privacy culture within the business

and roll out of additional training.

• Implementing our FY24 Privacy Programme led by

a dedicated Privacy Officer

• Privacy obligations assessments for new markets.

• Data security initiatives and protections as referred to above.

PeopleSerko’s business strategy requires us to attract and

retain highly skilled talent in a competitive labour

market globally.

• Focus on building strong sustainable pipelines of internal

and external talent for critical or hard-to-fill roles.

• Identification of critical talent, execution of stay interviews

and retention planning.

• Increased focus on career development pathways and

learning and development opportunities for our teams.

• Review of our total reward structure to ensure we remain

competitive with the technology market.

• Succession planning for Senior Leadership roles and

critical or hard-to-fill roles.

Summary of Top Risks

The following table summarises and consolidates Serko’s Top Risks, grouped by risk category.

90

Risk
category

Description Principal mitigants

TechnologySerko faces exposure to hacking, cyber-attack or

similar due to its online software hosting, Cloud/

Software-as-a-Service (SaaS) revenue model and

role as a data processor. Serko may also suffer loss

of service as a result of failure or unplanned outage

of IT hosting providers due to its online software

hosting and Cloud/SaaS services revenue model.

• Business resilience planning and incident management.

• Platform modernisation and openisation programme.

• Onboarding and ongoing mandatory training all Serko

employees and contractors.

• Governance by the Audit, Risk and Sustainability Committee.

• Technical oversight by the technology advisory committee.

• Consistent security practices and procedures across Serko.

• Highly educated technology and security teams.

• Platform and vulnerability management processes.

• Independent and regular audits, assurance and testing

(eg, annual Payment Card Industry (PCI) audit).

Additional Business Risks

The following two business risks do not meet the Top Risk status (following assessment) but have been included

here as they are seen as priorities for the business.

Health & Safety

Serko has historically had a low risk of serious Health and Safety (H&S) workplace incidents due to the nature

of its business as a technology company, however, the consequences of incidents arising can be severe.

Principal mitigants include:

• Dedicated programmes to support employee wellbeing, including flexible work arrangements and wellness.

• Regular pulse and listening surveys.

• Management awareness and committee reporting ensuring all practical steps to minimise risk are taken.

• Pandemic policies that are regularly reviewed to adapt to the changing health and safety risks presented by

pandemics.

Climate-related risks

Serko’s identified climate-related risks and opportunities are found in the ESG Report. The risks identified include

inability to meet customer demand, price increases and supply chain disruption.

Further detail regarding how Serko approaches and manages climate-related risks and opportunities is set out in our

Mandatory Climate Disclosures, which are available in our ESG Report.

Summary of Top Risks (continued)

The following table summarises and consolidates Serko’s Top Risks, grouped by risk category.

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COrPOratE gOvErnanCE & diSCLOSurES

External Auditor Independence
Serko has an External Audit Independence Policy that

requires, and sets out the criteria for, the external

auditor to be independent. The policy recognises the

importance of the Board’s role in facilitating frank

dialogue among the Audit, Risk and Sustainability

Committee, the auditor and management.

The policy prescribes the services that can and cannot

be undertaken by the external auditor, which are

designed to ensure that services provided by Serko’s

external auditor are not perceived as conflicting with its

independent role.

The policy requires that the key audit partner is changed

at least every five years so that no such persons shall

be engaged in an audit of Serko for more than five

consecutive years. In addition, there must be three

years between the rotation of an audit partner and that

partner’s next engagement by Serko. In accordance

with this policy, and the NZX Listing Rules, the key audit

partner rotated at the end of the FY22 audit. Serko last

changed its audit firm in 2017.

The Audit, Risk and Sustainability Committee Charter

requires the Committee to facilitate the continuing

independence of the external auditor by assessing

the external auditor’s independence and qualifications

and overseeing and monitoring its performance. This

involves monitoring all aspects of the external audit,

including the appointment of the auditor, the nature and

scope of its audit and reviewing the auditor’s service

delivery plan. In carrying out these responsibilities

the Audit, Risk and Sustainability Committee meets

regularly with the auditor without executive directors

or management present, and the key audit partner has

direct contact with the Chair of the Audit, Risk and

Sustainability Committee.

The auditor is restricted in the non-audit work it may

perform, as detailed in the policy. For further details

on the audit fees paid and work undertaken during the

period, refer to our FY24 financial statements contained

in this Annual Report. The Audit, Risk and Sustainability

Committee regularly monitors the ratio of fees for audit

to non-audit work.

The lead audit partner will be present at Serko's Annual

Shareholders Meeting to answer questions from

shareholders in relation to the audit.

Internal Audit

Serko does not have a dedicated internal audit function.

Instead, internal controls are managed on a day-to-day

basis predominantly by the finance, legal, compliance

and security teams. Compliance with certain internal

controls is reviewed annually by Serko’s external auditor.

The Board, finance, legal, compliance and security

teams regularly consider how Serko can improve its

internal assurance and risk management practices

during Serko’s annual governance review, quarterly risk

reviews, preparation of interim and full-year financial

statements and following Serko’s annual financial audit.

The Audit, Risk and Sustainability Committee oversees

these reviews and the controls Serko has in place to

manage risk.

Auditors

92

Information for Shareholders
Serko is committed to maintaining a full and open

dialogue with our shareholders (and other interested

stakeholders) and we have in place an investor

relations programme to facilitate effective two-way

communications with shareholders. The aim of Serko’s

investor relations and communications programme

is to provide shareholders with information about

Serko and to enable them to actively engage with

Serko and exercise their rights as shareholders in

an informed manner. We facilitate communications

with shareholders through written and electronic

communications and by facilitating shareholder access

to directors, management and Serko’s auditor.

We provide shareholders with communications through

the following channels:

• the investor section of Serko’s website;

• full-year reporting and half-year results;

• the Annual Shareholders’ Meeting;

• regular disclosures on Serko’s performance and news

via stock exchange online disclosure platforms; and

• disclosure of presentations provided to analysts and

investors during regular briefings.

Serko’s website is an important part of Serko’s

shareholder communications strategy. Included on

the website is a range of information relevant to

shareholders and others concerning the operation

of Serko. Serko has published on its website this

Corporate Governance Statement, which outlines

our governance practices, as well as our ESG Report,

predominately focused on climate-related disclosures

and our social responsibility practices.

Shareholders may, at any time, direct questions or

requests for information to directors or management

through Serko’s website or by sending emails to

investor.relations@serko.com.

We provide shareholders with the option to receive

communications from, and send communications to,

Serko and its share registrar electronically. The majority

of Serko shareholders have elected to receive electronic

communications.

Shareholder Protections and

Voting Rights

All ordinary shares on issue have the same voting rights,

each conferring on the registered holder an equal right

to vote on any resolution at a meeting of shareholders.

In accordance with the Companies Act 1993, Serko’s

Constitution and the NZX Listing Rules, Serko refers

major decisions that may change the nature of Serko to

shareholders for approval.

Serko conducts voting at its shareholder meetings by

way of polls, reflecting the principle of one share, one

vote. Further information on shareholder voting rights is

set out in Serko’s Constitution.

Serko did not raise any capital during FY24.

Annual Shareholders’ Meeting

Serko’s 2024 Annual Shareholders’ Meeting will be

conducted as a hybrid meeting, enabling shareholders

to attend in person or participate in the meeting

virtually. A hybrid meeting is considered to provide

the broadest opportunity for shareholder engagement

with Serko.

Shareholders will be given an opportunity at the

meeting to ask questions and comment on relevant

matters. In addition, Serko’s lead audit partner from

Deloitte will attend the meeting and will be available

to answer any questions about the Audit Report.

Shareholder Rights and Relations

93

COrPOratE gOvErnanCE & diSCLOSurES

DirectorEntityRelationship
Claudia BattenSerko Inc

1


Vista Group Limited

Air New Zealand Limited

Wonderful Investments Limited

Director

Director

Director

Appointed Director

Jan DawsonPorts of Auckland Limited

Jan Dawson Limited

Director/Chair

Director

Sean GourleyNilNil

Darrin GraftonFinancial 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/Shareholder

Trustee/Beneficiary

Director

Director

Director

Director

Director

Director

Clyde McConaghyOptima Boards

Neuroscience Research Australia

Director

Director

Bob ShawFinancial Equities Limited

Ripon Trust

Serko Australia Pty Limited

1


Serko India Private Limited

1


Serko Investments Limited

1


Travelog World for Windows Pty. Limited

Director/Shareholder

Trustee/Beneficiary

Director

Director

Director

Director

1 Serko subsidiary as detailed on page 100.

Director Disclosures

Disclosure of directors’ interests:

Section 140(1) of the Companies Act 1993 requires a Director of a company to disclose certain interests.

Under subsection (2) a Director can make disclosure by giving a general notice in writing to Serko of a position

held by a Director in another named company or entity. The particulars included in Serko’s Interests Register

at 31 March 2024 are set out in the table below:

94

1 As described in Serko’s FY22 ESG Report (available on the Investor Centre of Serko’s website), the Non-Executive Director Fixed Trading Plan is now
grandfathered.

2 RSU means restricted share units issued under the Serko Long Term Incentive Scheme, which, upon vesting, convert to ordinary shares in

Serko Limited.

3 These shares are subject to a deed restricting exercise of any voting rights attached to the shares/any shares issued upon vesting.

4 By virtue of Darrin Grafton’s personal relationship, he is implied to have the power to exercise, or to control the exercise of, any right to vote attached

to these shares by virtue of a personal relationship with the beneficial holder of these shares (Donna Bailey).

Shareholding

In accordance with section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or

disposals of relevant interests in Serko ordinary shares during the financial year ended 31 March 2024:

Name Nature of relevant interest

Number of

securities

acquired/

(disposed)

Consideration

paid/

received

4


Date of

acquisition/

disposal

Claudia

Batten

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(128.85) $498.65 4-Jul-23

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(126.55) $539.12 2 Nov-23

On-market automated sale by the custodian under the Non-Executive

Director Fixed Trading Plan to settle administration fees arising

in relation to the administration and management of the Plan

(following completion of the term of the Plan).

1

(112.06) $447.13 5-Mar-24

Darrin

Grafton

• Legal owner of unlisted RSUs.

2


• Registered holder and beneficial owner of ordinary shares in

Serko Limited.

• (78,754)

3

• 78,754

3


Nil/Services 24-May-23

• Indirect interest in RSUs

2

acquired through a personal relationship

with the registered holder.

• Indirect interest in ordinary shares in Serko Limited acquired

through a personal relationship with the legal owner.

• (1,765)

3, 4

• 1,765

3, 4


Nil/Services24-May-23

Legal owner of unlisted RSUs.

2

123,528

3

Nil/Services6-Jun-23

Indirect interest in RSUs

2

acquired through a personal relationship

with the registered holder.

2,754

3, 4

Nil/Services6-Jun-23

Clyde

McConaghy

Registered holder and beneficial owner of shares by virtue of Mr

McConaghy being the trustee (and beneficiary of) the Portofino Trust.

(21,621) $76,500.9113-Jun-23

Registered holder and beneficial owner of shares by virtue of Mr

McConaghy being the trustee (and beneficiary of) the Portofino Trust.

(13,379) $47,829.9314-Jun-23

Bob

Shaw

• Legal owner of unlisted RSUs.

2


• Registered holder and beneficial owner of ordinary shares in

Serko Limited.

• (50,194)

3

• 50,194

3

Nil/Services24-May-23

Legal owner of unlisted RSUs.

2

78,354

3

Nil/Services6-Jun-23

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COrPOratE gOvErnanCE & diSCLOSurES

In accordance with the NZX Listing Rules, as at 31 March 2024, Directors had a relevant interest (as defined in the
Financial Markets Conduct Act 2013) in Serko shares as follows:

NameRelevant interest %

5


Claudia Batten

4

125,138.44 0.10%

Darrin Grafton

1

12,381,170 10.16%

Bob Shaw

2

9,283,077 7.62%

Clyde McConaghy

3

147,909 0.12%

Jan Dawson0 0.00%

Sean Gourley0 0.00%

1 The relevant interest includes: 10,884,629 ordinary shares held via a trust in which the Director is a trustee and beneficiary; 264,877 ordinary shares

held directly; and an indirect interest in 1,231,664 ordinary shares by virtue of a personal relationship with the beneficial holder of these shares.

Darrin Grafton is also the registered holder and beneficial owner of 178,991 unlisted restricted share units allocated pursuant to the Serko Employee

Incentive Share Scheme and has an indirect interest in 4,033 unlisted restricted share units by virtue of a personal relationship with the beneficial

owner.

2 The relevant interest includes: 9,151,250 shares held via a trust in which the Director is a trustee and beneficiary and 131,827 ordinary shares held

directly. Bob Shaw is also the registered holder and beneficial owner of 115,017 unlisted restricted share units allocated pursuant to the Serko

Employee Incentive Share Scheme.

3 Ordinary shares (146,818) are held via a trust in which the Director is a trustee and beneficiary.

4 Ordinary shares (41,684.44) are held in custody pursuant to the now grandfathered, Serko Non-executive Director Fixed Trading Plan.

5 Based on the number of shares on issue as at 31 March 2024: 121,845,709.

For the purposes of s161 of the Companies Act 1993, the following entries were made in the Interests Register in

FY24 in relation to the payment of remuneration and other benefits to directors:

Date of entry Director Particulars of Board authorisation

26 May 2023 Bob Shaw

Darrin Grafton

The payment of remuneration and the provision of other benefits by

the Company to the executive directors on the terms detailed in the

Board minutes dated 26 May 2022 and on the grounds set out in the

corresponding directors’ certificate.

29 January 2024

1

Sean Gourley The payment of remuneration and provision of other benefits by the

Company to a newly appointed Non-executive Director on the terms

detailed in the Board Resolutions dated 29 January 2024 and on the

grounds set out in the corresponding directors' certificate.

19 March 2024

2

Claudia Batten The payment of remuneration by the Company to the non-executive

directors on the terms detailed in a Board Resolution dated 19 March

2024 and on the grounds set out in the corresponding directors'

certificate.

1 Authorising the remuneration of Sean Gourley as Director, consistent with the fees paid for existing Non-executive Directors, as detailed in the

Remuneration Report on page 123.

2 Special exertion payment to Claudia Batten for the work undertaken for the recruitment and appointment of Sean Gourley as Non-executive Director.

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

or officers.

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

96

Shareholding Disclosures
As at 31 March 2024, there were 121,845,709 Serko ordinary shares on issue, each conferring on the registered holder

the right to vote on any resolution at a meeting of shareholders. These shares were held as follows:

1 Includes 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the now grandfathered

Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22. Restricted shares, when allocated, have voting rights

attached, which are exercised on behalf of a beneficial holder by the Trustee at the direction of the beneficial holder.

Size of shareholding Number of holders % Number of ordinary shares %

1 - 1,000 1,333 46.79 560,197 0.46%

1,001 - 5,000 962 33.772,303,250 1.89%

5,001 - 10,000 2408.42 1,794,2391.47%

10,001 - 50,000 220 7.72 4,570,970 3.75%

50,001 - 100,000 421.47 3,059,769 2.51%

100,001 and over 52 1.83 109,557,28489.91%

Total

1

100 100%

As at 31 March 2024, the following securities were on issue:

• 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the

now grandfathered Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22;

• 16 participants holding a total of 63,124 options pursuant to the Serko (US) Share Incentive Plan; and

• 217 participants holding a total of 2,910,248 restricted share units pursuant to the Serko Employee Long Term

Incentive Scheme (ANZ) and Serko Employee Share Incentive Plan (US).

Further information on these incentive plans is contained in the Notes to the financial statements and the

Remuneration Report included in this Annual Report.

97

COrPOratE gOvErnanCE & diSCLOSurES

Top 20
Below are details of the 20 largest shareholders of Serko as at 31 March 2024:

Shareholder

1

Number of ordinary shares held%

1Tea Custodians Limited 13,231,776 10.86%

2Darrin Grafton & Geoffrey Robertson Ashley Hosking 10,884,629 8.93%

3Robert James Shaw & Michael John Moore 9,151,250 7.51%

4Bnp Paribas Nominees NZ Limited Bpss40 9,022,935 7.41%

5Custodial Services Limited 8,044,355 6.60 %

6Accident Compensation Corporation 5,978,918 4.91%

7Coronado Pte Limited 5,406,431 4.44%

8HSBC Nominees (New Zealand) Limited 5,175,407 4.25%

9Premier Nominees Limited 4,808,702 3.95%

10Citibank Nominees (NZ) Ltd 3,868,407 3.17%

11Hobson Wealth Custodian Limited 3,730,853 3.06%

12New Zealand Superannuation Fund Nominees Limited 3,398,187 2.79%

13New Zealand Depository Nominee 2,383,878 1.96%

14.J P Morgan Nominees Australia Pty Limited 1,758,429 1.44%

15NZ Permanent Trustees Ltd Grp Invstmnt Fund No 20 1,578,360 1.30%

16Skip Enterprises Pty Limited 1,527,924 1.25%

17Pt Booster Investments Nominees Limited 1,485,900 1.22%

18.Citicorp Nominees Pty Limited 1,299,845 1.07%

19JPMORGAN Chase Bank 1,266,670 1.04%

20Serko Trustee Limited 1,263,865 1.04%

98

1 Harbour Asset Management Limited and Jarden Securities Limited filed joint substantial product holder notices during FY24.
2 Geoffrey Hosking is a trustee of the Grafton-Howe No. 2 Family Trust, of which Darrin Grafton is a trustee and a beneficiary.

3 Michael Moore is a trustee of the Ripon Trust, of which Robert Shaw is a trustee and a beneficiary.

4 Based on last substantial product holder notice filed prior to 31 March 2024.

5 Based on Serko’s records and on the last substantial product holder notice filed prior to 31 March 2024.

6 Based on issued share capital of 121,845,709 as at 31 March 2024.

Substantial Product Holders

According to Serko records and disclosures made to Serko under the Financial Markets Conduct Act 2013, the

following persons were substantial product holders as at 31 March 2024:

Substantial product holder Number of ordinary shares in which

relevant interest is held

% of class held

at balance date

6

Darrin Grafton 12,381,170

5

10.161%

Harbour Asset Management Limited

1

11,192,747

4

9.186%

Geoffrey Hosking

2

10,884,629

5

8.933%

Fisher Funds Management Limited 10,636,309

4

8.729%

Robert (Bob) Shaw 9,283,077

5

7.619%

Michael Moore

3

9,151,250

5

7.511%

Jarden Securities Limited

1

612,616

4

0.503%

99

COrPOratE gOvErnanCE & diSCLOSurES

Subsidiary Company Directors
With the below exception, directors of Serko’s subsidiaries do not receive any remuneration or other benefits in

respect of their appointments. The remuneration and other benefits of any such directors who are employees of

the group totalling $100,000 or more during the year ended 31 March 2024 are included in the relevant bandings for

remuneration disclosed on page 120 of this Annual Report.

Serko has agreed to pay Yogita Chadha NZ$18,000 per year in relation to acting as a Director of Serko India Private

Limited. During the financial year ended 31 March 2024, she earned, and was paid, NZ$18,000 during the year.

The following persons held office as Directors of subsidiary companies as at 31 March 2024:

1 Tony D’Astolfo retired as Director in June 2023. Shane Sampson was appointed in March 2024.

Subsidiary Directors

Foshan Sign Information Technology Limited (China) Mark Xu (Supervisor)

Rob Wright (Legal Representative)

InterplX Inc. (US) Darrin Grafton

Shane Sampson

1

Serko Australia Pty Limited (Australia) Darrin Grafton

Bob Shaw

Murray Warner

Serko Inc (US) Darrin Grafton

Claudia Batten

Serko India Private Limited (India) Darrin Grafton

Bob Shaw

Yogita Chadha

Serko Investments Limited (New Zealand) Darrin Grafton

Bob Shaw

Serko Trustees Limited (New Zealand) Shane Sampson

Rachael Satherley

100

Regulatory Matters
No NZX waivers were granted or relied on by Serko

during the financial year.

Donations

Refer to the Notes to the Financial Statements for any

donations made via the Serko Group during FY24. Serko

does not make any political donations.

Credit Rating

Serko does not presently have an external credit rating

status.

Registration as a Foreign Company

Serko is registered with the Australian Securities and

Investments Commission as a foreign company and

has been issued with the Australian Registered Body

Number of 611 613 980.

ASX Disclosures

Serko holds a Foreign Exempt Listing on the ASX. As

a requirement of admission, Serko must make the

following disclosures:

• Serko’s place of incorporation is New Zealand.

• Serko is not subject to Chapters 6, 6A, 6B and 6C of

the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial holdings

and takeovers).

Distributions/Dividends

There were no dividends or distributions paid to

shareholders during the financial period. Dividends and

other distributions with respect to the shares are only

made at the discretion of the Serko Board. Serko is a

growth technology company and is not intending to pay

a dividend for FY25.

Takeover Response Guidelines

Serko’s Takeover Protocol and Independent

Committee Charter sets out the procedure to be

followed in the event Serko was to receive a takeover

offer. This procedure was last reviewed in 2022.

The Independent Committee is not a standing

committee of the Board and will be formed only when

required to respond to a takeover offer that causes

some Directors to be conflicted.

We intend to review and update our takeover procedures

in FY25.

Net Tangible Assets

Serko’s net tangible assets per share (excluding treasury

stock) as at 31 March 2024 was 68.75c.

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COrPOratE gOvErnanCE & diSCLOSurES

Principle/recommendation Section of report and page number
Priniciple 1 - Ethical Standards

1.1 Code of Ethics Code of Ethics on page 76

1.2 Financial product dealing policy Securities Trading Policy on page 77

Principle 2 - Board Composition & Performance

2.1 Board Charter The Board on page 78

2.2 Board appointment and nomination Board appointments, training and evaluation on page 81

2.3 Director agreements Board appointments, training and evaluation on page 81

2.4 a. Director profiles, tenure and ownership interestsOur Board - Diversity, Size and Composition on page 78

b. Director meeting attendanceBoard & Committee Attendance on page 87

c. Director independenceIndependence of Directors on page 92

2.5 Inclusion and Diversity Inclusion and Diversity on page 84

2.6 Director training Board appointments, training and evaluation on page 81

2.7 Director performance Board appointments, training and evaluation on page 81

2.8 Majority independent directors Our Board — Diversity, Size and Composition on page78

2.9 Independent Chair Independence of Directors on page 82

2.10 Chair/CEO separation Independence of Directors on page 82

Principle 3 - Board Committee

3.1 Audit Committee Audit, Risk and Sustainability Committee on page 86

3.2 Attendance at Audit Committee by employees by invitation Audit, Risk and Sustainability Committee on page 87

3.3 Remuneration Committee People, Remuneration and Culture Committee on page 86

3.4 Nomination Committee Board appointments, training and evaluation on page 81

3.5 Other standing committees Ad hoc committees on page 86

3.6 Takeover protocol Takeover Response Guidelines on page 101

Index

Relevant policies and charters are available at www.serko.com/investors

102

Principle/recommendation Section of report and page number
Principle 4 - Reporting & Disclosure

4.1 Continuous disclosure policy Market Disclosure Policy on page 88

4.2 Code of ethics, charters and policies on website Charters and Policies on page 88

4.3 Balanced, clear and objective financial reporting

Financial Reporting on page 88

Financial statements are contained from page 36 – 69

4.4 Non-financial disclosure

Non-Financial Reporting on page 88

ESG Report is available at www.serko.com/investors

Principle 5 - Remuneration

5.1 Director remuneration policy Remuneration Report from page 105

5.2 Executive remuneration policy Remuneration Report from page 105

5.3 CEO remuneration Remuneration Report from page 105

Principle 6 - Risk & Management

6.1 Risk management Risk Management from page 89

6.2 Health and safety risks Additional Business Risks on page 91

Principle 7 - Auditors

7.1 Audit framework External Auditor’s Independence on page 92

7.2 External auditor attends annual meeting Annual Shareholder Meeting on page 92

7.3 Internal audit Internal Audit on page 92

Principle 8 - Shareholder Rights & Relations

8.1 Investor website Information for Shareholders on page 93

8.2 Shareholder communications Information for Shareholders on page 93

8.3 Right to vote Shareholder protections and voting rights on page 93

8.4 Pro rata offers N/A during this reporting period

8.5 Notice of meeting Annual Shareholders’ Meeting on page 93

103

COrPOratE gOvErnanCE & diSCLOSurES

104

Remuneration
Report

PRAC Committee Chair’s Letter106

Governance108

Remuneration Strategy & Framework109

Remuneration Structure & Policy110

Remuneration Benchmarking110

CEO Remuneration115

Employee Remuneration120

Executive Director Remuneration122

Non-executive Director Remuneration123

105

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PRAC Committee Chair’s Letter
As Chair of Serko’s People, Remuneration

and Culture Committee (PRAC Committee),

I am pleased to present to you Serko’s

Remuneration Report, covering the financial

year ended 31 March 2024.

Core to the work of this Committee is ensuring our

reward disclosures are transparent. This year we have

taken on feedback from shareholders and advisers, as

well as considering the new NZX Corporate Governance

Institute remuneration reporting guidelines. We have

made further enhancements to our disclosures to

provide more transparency on reward practices at Serko.

I am pleased to report against the other areas I outlined

would be a focus for Serko in FY24 as follows:

• We worked to cascade and embed the Serko

Objectives & Key Results (OKRs) through the

organisation with greater levels of transparency and

measurement of objectives. Nearly 90% of employees

had active OKRs, with 79% of employees agreeing

with the statement “I understand how Serko is

tracking on its OKRs” and almost 90% agreeing that

they are “Clear on Serko’s mission and purpose”.

• Serko’s career-level framework and data-driven

approach to remuneration reviews has set a strong

foundation for benchmarking, analysis and reward

decisions and we continue to use this alongside

performance outcomes to support pay reviews

and career progression processes.

• We published our first Pay and Gender Equity

Statement and registered on the New Zealand

‘Mind the Gap’ Registry. We will continue to support

transparency and accountability in this space. More

information on this can be found in our ESG report.

• We introduced a broader gender-neutral parental

leave benefit that goes beyond the legislative

minimum. We have strong employee engagement

in our survey for our diversity statements scoring

91% for “in my team diverse perspectives are

valued” and 90% for “Serko hires people from

diverse backgrounds”.

At Serko we are acutely aware of the evolutionary and

increased complexity of technology capabilities in the

market. We keep abreast of trends in these deeply

specialist roles. In FY24 roles in the fields of AI, Data,

and to a lesser extent Cloud, continue to be challenging

to source and required us to implement more active

attraction strategies to ensure we have the right talent

to execute on our growth strategy. We promoted

internally an expert to Head of AI and made an

external appointment to Head of Data.

Through embedding our career-level framework and

regularly tracking pay trends for technology roles in the

countries we operate in, we can respond accordingly.

In FY24, this resulted in a targeted mid-year

remuneration review focusing on our core technology

roles, as well as some internal promotions so we

can retain our talent by providing career progression

opportunities.

As well as our focus on strategic delivery and

the challenge of attracting and retaining the right

technology talent, other elements that have shaped

the wider remuneration landscape for Serko in FY24

were as follows:

1. Market volatility – from high inflation and pay

pressure in early FY24 to inflationary pressures

easing in the 2nd half.

2. Lower employee turnover had a positive impact

as uncertainty materialises more widely in the

general market.

3. Continuing to develop a high performance culture

and expectations through the embedding of our

OKRs and talent identification processes.

4. Continuing to consider and respond to employee

sentiments on Culture and Reward through our

engagement survey.

5. We have reviewed our remuneration principles to

align with Serko’s recently launched new ‘Guiding

Principles’. These guiding principles are designed to

be the foundation of our culture. They are a compass

that guide our behaviour, decisions and actions.

Our refreshed remuneration principles are outlined

on page 109 and will guide our work in FY25.

106

Clyde McConaghy
Chair • People, Remuneration

and Culture Committee

Organisational Performance

Serko’s OKR scorecard has centred on delivering growth,

serving both our managed and our non-managed travel

customers, enhancing our platform technology through

an experimentation-based approach and hiring the right

capability to deliver on our technology goals.

The achievement against our Company scorecard this

year resulted in a 69% achievement. As a consequence,

our reward outcomes for our Employee Incentive Share

Scheme (EISS) and Short Term Incentive (STI) were in

line with this outcome. More details on the scorecard

and the outcomes are provided on page 118.

Non-executive Director Remuneration

I led an external review with EY Australia to assess the

appropriate remuneration structure. The Director fee

pool has not been increased since 2021. We remain

focussed on our capacity to extend the governance that

is necessary to adapt and compete in our sectors and to

attract and retain strong international Director talent.

Based on the outcome of the review and other

market factors, including consultation with external

stakeholders, a recommendation to increase the fee

pool will be put to shareholders at the upcoming Annual

Shareholders’ Meeting. The details of this are set out in

the Notice of Meeting.

The Committee also approved an exertion payment of

$10,000 to the Board Chair, Claudia Batten, to recognise

the additional work she undertook to find, assess and

appoint Serko’s new Board member.

Executive Remuneration

We signalled in last year’s report that our aim was

to deliver a new at-risk long-term incentive (LTI) with

increased alignment to improved shareholder returns.

I am pleased to advise that during FY24 the work on this

was completed and details on how this new Executive

LTI based around shareholder returns will operate is

provided on page 112 of this report.

In FY24 we also commenced a review of the CEO’s

remuneration package benchmarking to market and

ensuring appropriate relativity with the rest of the

Executive Team. We have now completed this review

and a new remuneration package for FY25 has been

approved. Details of this is included in page 117 of this

Remuneration Report.

Remuneration Outlook

The PRAC Committee continues to ensure Serko’s

remuneration practices evolve and remain fit for

purpose. In the next two years Serko is committing to:

1. Re-designing and simplifying our performance

management practices by reducing the focus on

a ratings-led performance culture and increasing

the focus on continuous feedback and coaching

for high performance. We look forward to providing

you with an update as we build this process over the

coming year together with our people to ensure it is

motivating and inspiring.

2. Enhancing our Gender Pay plan by continuing to

embed, enhance and reinforce our practices and

develop our reporting to be more granular. This will

assist us to identify drivers of the gap, as well as

better understand intersectionality, where gender

and ethnicity converge.

3. Checking our benefits offering to ensure it remains

relevant and is aligned with our values and purpose,

as well as the market.

4. Assessing sustainability as a concept for inclusion

in future measures for incentives.

As always, we are keen to maintain an open dialogue

with shareholders to understand their perspectives

on our remuneration practices. Should you have any

questions, you can contact me directly at

RemChair@Serko.com.

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rEMunEratiOn rEPOrt

Governance
Serko’s PRAC Committee is responsible for reviewing

and approving the Group’s remuneration principles

and framework and reviewing and approving the

provision of any significant employee benefits outside

of that framework. The PRAC Committee also reviews

and approves Serko’s Remuneration Policy. The

PRAC Committee is also accountable for ensuring

the remuneration framework is aligned with the

remuneration principles outlined on the following page.

The PRAC Committee operates under a written

Charter, which is available in our Investor Centre:

www.serko.com/investors.

The PRAC Committee makes recommendations

to the Board in relation to the remuneration of the

Chief Executive Officer (CEO) and the Company’s

broader Executive Team (in consultation with the

CEO). This includes recommendations related to

equity-based incentive schemes and the discretionary

annual incentive, including whether offers under the

incentive plans are made each year. They also make

recommendations regarding the fixed remuneration

pools for all Serko employees. Company-wide

performance measures and targets that relate

to incentives are reviewed annually by the PRAC

Committee and approved by the Board.

The Board retains ultimate responsibility for the

remuneration arrangements of the CEO in relation

to their terms of employment, remuneration and

participation in the Group’s incentive programmes,

including the setting and evaluating of performance

targets.

The current members of the PRAC Committee are

• Clyde McConaghy (Chair);

• Jan Dawson; and

• Claudia Batten.

All members are independent, non-executive directors.

For more information on the role and responsibilities

of the Board and the PRAC Committee with respect to

remuneration practices, as well as PRAC Committee

attendance, see our Corporate Governance Statement,

on page 75 of this Annual Report.

108

Remuneration Strategy & Framework
Serko’s Purpose is to bring people together. This Purpose is underpinned by our vision and mission, our guiding

principles and our strategic goals. Serko’s remuneration strategy and framework is designed to attract and retain

high-calibre talent who are empowered, motivated and driven to deliver against these strategic goals and OKRs

and ultimately create long-term shareholder value.

Serko’s Remuneration Policy outlines the following remuneration principles that apply to all employees, including

executives, which are underpinned by Serko’s Guiding Principles, to ensure remuneration practices at Serko are fair

and equitable and that reward is differentiated for higher individual and Company performance. This policy separately

outlines the treatment of Non-executive Director remuneration.

Each year, the PRAC Committee conducts a review of Serko’s Remuneration Policy to assess whether any changes

are required to ensure it continues to deliver a remuneration structure that is consistent with the policy principles.

Guiding

Principle

Remuneration

Principle

Principle

described

How it will show up in remuneration

Equitable

and unique

Equitable

outcomes

for all

• A fairness and equity lens are applied

to all remuneration decisions.

• Competitive in the technology sector.

Share in

the success

Employees and

shareholders both

share in the success

of Serko

• Equity is a core component of our

remuneration packages.

• Company outcomes and individual outcomes

are aligned.

• Reward information is transparent.

Simple and

accessible

Simple and easy

to understand

• Rewards are easy to understand.

• Serko continually evolves the reward offering.

Boldly

perform

Bold and strong

performance is

rewarded

• Reward for achievement above target.

• Recognition for intelligent innovation.

• Build mastery and have an impact.

Be a good

human

Win

together

Boldly

go beyond

Dare to

simplify

109

rEMunEratiOn rEPOrt

Serko’s remuneration framework is applied to all
employees, including its Executive Team, which

includes the CEO and his direct reports with leadership

responsibilities. Its global banding structure ensures

roles are mapped into specific bands with broadly

equivalent work scope and complexity. Pay ranges for

each band are determined based on local benchmarking

of market rates.

Total remuneration at Serko includes a mix of fixed

remuneration and variable at-risk remuneration,

delivered via Serko’s incentive programmes. The

proportion of at-risk remuneration increases with the

seniority of employees. Variable at-risk components are

tied to the Company’s performance, as well as individual

performance. This approach is designed to support the

‘pay for performance’ policy and to ensure delivery of

shareholder value over both the short and long term.

Company and individual short-term objectives are

agreed annually. The PRAC Committee reviews

performance against the Company’s objectives

following the release of the results for the first six

months of the financial year and again at year end.

Every employee, including the CEO and Executive

Team members, has regular performance reviews

and a formal annual performance review. The annual

review process assesses performance against agreed

individual goals and Company OKRs, both financial and

non-financial. Performance reviews took place for FY24

in accordance with that process. The outcomes of the

performance process are a key input to the end-of-year

remuneration review and incentive awards.

In addition, Serko offers a number of benefits that

may have a value to employees but are not considered

part of remuneration. In FY25, Serko will be reviewing

benefits to ensure they are still fit for purpose and

aligned with our new Guiding Principles.

Remuneration Structure & Policy

The PRAC Committee reviews market benchmarking

for Serko’s pay bands for employees and for key roles,

including executives on a regular basis to ensure trends

in the market are tracked and identified and can be

responded to accordingly.

In FY24, the Board did not engage any external

independent remuneration consultants for bespoke

benchmarking, other than the non-executive director fee

benchmarking conducted by EY Australia.

Serko continues to use the technology specific market

data through Radford to underpin Serko’s career and

remuneration framework. This data is released regularly

for market benchmarking purposes.

This Remuneration Report contains disclosures of those

employees (other than employees who are directors)

who received remuneration and any other benefits in

their capacity as employees, the value of which was or

exceeded $100,000 per annum, in brackets of $10,000,

as required by the Companies Act 1993. Please refer to

page 120.

Remuneration Benchmarking

110

The following table summarises each component of employee remuneration, including for the Executive Team:
In addition to offering restricted share units, Serko has historically also offered employees equity incentives in the

form of Restricted Shares and Options (in the US only). The Restricted Share Plan has subsequently been grand-

fathered and no restricted shares were allocated during the current financial period. No employees currently have

unvested Restricted Shares allocated to them. Similarly, no new Options were offered to US employees during the

period, with RSUs being offered in their place. The number of Options currently on issue is detailed in the Corporate

Governance Statement section of this Annual Report on page 75.

ComponentSummaryEligibilityLink to Strategy and Performance

Fixed

Remuneration

• Base salary.

• Benefits include employer

retirement contributions (eg,

Kiwisaver and Australian

Superannuation).

All permanent and

fixed-term employees.

• Based on individual skills, experience,

accountabilities, performance and talent.

• Benchmarked to the median of the market in

Serko’s respective locations.

• Reviewed annually based on market data,

internal relativities and performance criteria.

• Reviewed mid-year for core technology roles

supported by market analysis.

Short Term

Incentive (STI)

At risk

• Discretionary at-risk cash

payment with targets set as

a percentage of base salary.

Executive Team members

and selected senior

leadership roles.

• Designed to reward performance against

the delivery of annual financial and strategic

objectives for the respective financial year,

creating alignment with shareholder value

creation.

• Rewards the achievement of Company and

individual performance.

Equity-based/

Long Term

Incentive

Scheme (EISS)

At risk

• Discretionary equity-based

award in the form of

Restricted Share Units

(RSUs) that convert into

Serko shares at vesting.

• At risk with targets set as

a percentage of base salary.

All permanent employees

(excluding the Executive

Team) for FY24 performance

and beyond.*

• Designed to retain employees to support the

delivery of a multi-year strategy and align

rewards with longer-term shareholder value.

• Provides employees with a vested interest

in the Company through equity to incentivise

share price growth and share in the

organisational success.

• The RSU awards are performance based

with gateways that must be met before a

grant is made.

• Rewards the achievement of the Company

and individual performance.

Executive Long

Term Incentive

(Executive LTI)

( Introduced

in FY24)

• Discretionary equity-based

award in the form of RSUs

that convert into Serko shares

at vesting.

• Both tenure and performance-

related vesting criteria.

Additional terms of the incentive

are detailed on page 112.

Executive Team members

from FY24 onwards.

• Detail regarding alignment to strategy and

performance is on page 112.

Sales Incentive

Plans

At risk

• Discretionary cash-based

payment linked directly to

sales/business development

performance targets.

Selected sales and business

development roles.

• Designed to support the delivery

of Serko’s revenue and customer-base

growth.

* Executives were granted restricted units under this scheme in FY24, for FY23-related performance.

111

rEMunEratiOn rEPOrt

A new at-risk Executive Long Term Incentive (Executive LTI) has been developed for the Executive Team, replacing
their eligibility for the Employee Incentive Share Scheme (EISS). This applies for FY24 and beyond, with the first grant

to be issued in FY25.

The PRAC Committee considered the following principles when designing the new Executive LTI:

• remaining competitive within the technology industry to attract and retain high calibre executive talent for Serko;

• motivating and rewarding performance to incentivise the delivery of Serko’s long-term strategic objectives; and

• strengthening alignment of rewards with long-term shareholder value.

The PRAC Committee considers the new Executive LTI to appropriately balance these design principles.

The vehicle for the Executive LTI is Restricted Share Units (RSUs), which will convert to ordinary shares in Serko

Limited on vesting.

The RSU grant value for each Executive Team member is based on an unchanged target percentage of base salary

and is subject to certain pre-grant gateways. Once granted, the RSUs will vest in three tranches over three years from

the grant date, as follows:

Tranche

% of total

RSU grant

Vesting period

from grantVesting criteria Payout

Tranche 125%1 yearTenure100%

Tranche 225%2 yearTenure100%

Tranche 350%3 yearAbsolute Total Shareholder

Return (aTSR)

Payout is pro-rated for performance

from 80% up to 150% of

achievement against target

New Executive Long Term Incentive

112

Incentive Schemes – Key Terms
* Excludes Executive Team members for FY24 performance and beyond (with initial grants to occur in FY25). Executive Team members still received a

grant under the EISS in FY24 based on FY23 performance.

** In limited circumstances outside of these countries, cash-based incentives are offered in place of equity-based incentives due to the regulatory

complexity of offering securities into that jurisdiction.

Short Term IncentiveEquity-Based Long Term Incentive

Executive Long Term Incentive

(from FY24 onwards)

Absolute

Total

Shareholder

Return (aTSR)

aTSR is a performance metric used to

evaluate stock performance for investors

that factors in both capital gains and

dividends to measure the overall returns an

investor earns on their investment.

aTSR will be measured based on share

price appreciation and the applicable target

share price levels and thresholds. These

target levels will be calculated based on a

weighted average cost of capital (WACC).

Board

Discretion

The Board retains absolute discretion in relation to all STI and LTI schemes.

Capital EventThe Board has discretion to adjust awards to account for capital changes to obtain

an equitable outcome for participants. The Board also retains broad discretion to

determine the treatment of unvested awards in the event of a change of control.

Economic

Risk

No Director or employee is permitted to enter into financial products or arrangements

that operate to limit the economic risk of their vested or unvested entitlements.

EligibilityEligible to selected

roles only – primarily

Executive and Senior

Leadership Teams.

All permanent employees* in Australia,

China, New Zealand and the United

States**. Since Serko’s inception, the

Founders have been committed to

supporting all employees (where possible)

to own shares in the Company. This is

achieved by the majority of employees

being eligible for Equity-Based LTI as a %

of base salary.

Executive Team, including the CEO.

Executive

Team

Includes the CEO and his direct reports with leadership responsibilities.

Malus/

Clawback

Payment of any

incentive under the

Scheme is at the

absolute discretion of

the Board.

The RSU Scheme Rules permit the Board to exercise discretion to clawback an award or

require repayment of the net proceeds of shares sold, in the event of fraud, dishonesty

or breach of other obligations (including a material misstatement of financial

information). This provision is designed to ensure no unfair benefit is obtained by any

participant.

Pay VehicleCash-based payment

with target incentive

based on pre-

determined, % of base

salary.

Award of restricted share units (RSUs)

as a target % of base salary.

Award of restricted share units (RSUs)

as a target % of base salary.

Performance

Criteria

Rewards the achievement of Company performance based on a Company scorecard of metrics (measuring ‘what’

outcomes are achieved) including longer-term strategic deliverables. Includes individual performance objectives

and measures (measuring ‘what’ outcomes are achieved and ‘how’ those outcomes are achieved).

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Short Term IncentiveEquity-Based Long Term Incentive
Executive Long Term Incentive

(from FY24 onwards)

PurposeDesigned to reward

performance of

annual financial and

strategic objectives

for the respective

financial year.

Designed to align rewards with longer-

term shareholder value and retain key

staff to support delivery of multi-year

strategy.

Designed to align rewards with longer-

term shareholder value growth and retain

executives.

TerminationUnless Board

discretion is

exercised, if a

participant is no

longer employed at

the time of payment,

they will not be

eligible under the

Scheme.

Unless Board discretion is exercised, if a participant ceases employment with the

Company, any unvested awards will be forfeited.

Vesting

Criteria

Annual cash

payment following

achievement

of Company

and individual

performance criteria.

Three-year vesting period following the

end of the respective financial year with a

vesting schedule of one third each year.

Year One 25% – based on tenure.

Year Two 25% – based on tenure.

Year Three 50% – based on achievement

of an Absolute Total Shareholder Return

(aTSR) performance hurdle.

No incentive to be paid/awarded if minimum gross revenue and cash reserve performance gateways are not met.

Vesting is subject to meeting threshold performance hurdles based on the financial and strategic metrics detailed

in the table on page 118.

Weighted

Average Cost

of Capital

(WACC)

WACC represents a company’s cost of

capital from all sources, including common

stock and all forms of debt. As such, WACC

is the average rate that a company expects

to pay to finance its business.

Incentive Schemes – Key Terms continued...

114

CEO Remuneration Outcomes for FY24
CEO Total Remuneration

Fixed remuneration STI (Cash-based award) LTI (Equity-based award)

This section outlines the remuneration received by the CEO, Darrin Grafton, who is also an Executive Director of Serko

for FY24. Darrin Grafton receives remuneration and other benefits in his capacity as CEO in line with the Remuneration

Policy and, accordingly, does not receive separate directors’ fees. No termination payments are payable to the CEO

(or for any other Executive Team member) in the event of serious misconduct. As noted above, the RSU Scheme Rules

enable clawback of awards/net proceeds of sale of shares in the event of misconduct.

The CEO has an STI with an on target payment of 50% of base salary, up to a maximum of 75% of base salary

if outperformance occurs against both the Company and individual performance measures.

The CEO also has an LTI target value of 100% of base salary remuneration up to a maximum value of 125% of target

value if outperformance occurs.

The table below shows the CEO’s target and maximum total remuneration for FY24:

1.41.21.00.80.60.40.20

($million)

Target total rem

Max total rem

Fixed rem

35%25%41%

41%20%39%

100%

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YearBase
salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

paid/received

STIEISS / LTI

4

Pay for

performance

Subtotal

FY24$439,228$12,246$451,474$193,200$248,075 in the form of 78,754

RSUs

$441,275$892,749

FY23$432,482$11,186$443,668$100,375$177,459 in the form of 43,817

RSUs

$277,834$721,502

1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not

have individually allocated values.

2 Taxable benefits include health insurance.

3 The STI stated was earned in the relevant financial year and will be paid in the following financial year.

4 The Executive LTI equity-based incentive is intended to be granted in June 2024 for non-cash consideration. The restricted share units will vest at

25% in year one (2025), 25% in year two (2026) and 50% in the third year (2027) based on the relevant performance hurdles as detailed on page 118.

The value stated is the gross amount earned. The number of securities to be issued will be calculated based on the 20-day volume weighted average

price of Serko (SKO) shares on NZX at the time of grant.

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

EISS / LTI Subtotal

FY24$439,228$12,246$451,474$137,655

(66% of FY24

STI target)

$420,000 in the form of restricted

share units to be issued

4

$557,655$1,009,129

FY23$432,482$11,186$443,668$193,200

(92% of FY23

STI target)

$335,996 in the form of 123,528

restricted share units issued

( 80% of FY23 LTI target)

$529,196$972,864

CEO Remuneration Earned

The tables below (and accompanying notes) set out the total remuneration and value of other benefits earned by the

Serko CEO relating to the financial period ended 31 March 2024 (as well as 31 March 2023 for comparative purposes).

Some of this remuneration will be paid in FY25 and beyond:

1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not

have individually allocated values.

2 Taxable benefits include health insurance.

3 The STI stated was earned in the prior financial year and paid in the stated financial year.

4 Equity-based incentives previously granted to the CEO that vested during the relevant financial period. Refer to table below for more detail. Represents

the NZX closing price of SKO (Serko) ordinary shares on the day prior to vesting, multiplied by the number of securities vested. Vesting was settled via

the issue of new shares.

CEO Remuneration Paid/Received

The tables below (and accompanying notes) set out the total remuneration and value of other benefits received/paid to

the Serko CEO during the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes:

116

CEO Target Remuneration
The CEO’s total target remuneration for FY25, with FY24 as a comparison, is as follows:

1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not

have individually allocated values.

2 Taxable benefits include health insurance.

3 The increase in base salary for the CEO results from an Executive Remuneration review by AON at the beginning of 2023 and a market review in 2024

of CEO’s in similar companies. The CEO did not receive any increase since the FY22 year.

Year

Base

salary

1

Taxable

benefits

2

Subtotal

Pay for performance

Total

remuneration

STI Executive LTI Subtotal

FY25$519,120

3

$12,613$531,733$252,000

(100% of FY25

STI target)

$504,000 in the form

of restricted share

units to be issued

(100% of FY25

LTI target)

$756,000$1,287,733

FY24$432,600$12,246$444,846$210,000

(100% of FY24

STI target)

$420,000 in the form

of restricted share

units to be issued

(100% of FY24

LTI target)

$630,000$1,074,846

The following equity-based incentives previously granted to the CEO vested during the financial period ended

31 March 2024:

1 Represents the NZX closing price of SKO (Serko) ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was

settled via the issue of new shares. Price NZD $3.15 for the 23rd May 2023.

2 Note that grants made in FY22 (relating to FY21 performance) and onwards, had the new vesting schedule of one third per year over three years.

Form of

equity

Grant

year

RSUs

granted

Vested

in FY24

Value on

vesting

1

Remaining

unvested

Final

vesting year

Restricted share unitsFinancial Year 202150,14545,063$141,948—2024

Restricted share unitsFinancial Year 2022

2

35,75211,918$37,542 11,9172025

Restricted share unitsFinancial Year 2023

2

65,32021,773$68,585 43,5462026

Restricted share unitsFinancial Year 2024

2

123,528——123,5282027

Total78,754$248,075178,991

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FY24 CEO Performance Metrics and Outcomes
The CEO’s performance-based remuneration components are assessed annually based on individual performance

and Company performance against a performance scorecard, comprising financial and strategic measures. Individual

key performance metrics were set by the Board at the beginning of the year for the CEO. These related to qualitative

supporting initiatives required to successfully execute against Serko’s strategic objectives.

For FY24, the relative weightings are a 50% weighting each for Financial metrics and Non-Financial obejctives.

The Company measures applied for FY24 were as follows:

1 Each measure has a defined threshold, target and stretch/maximum target. Achievement below the threshold results in 0% outcome for that component.

No STI or LTI is payable if minimum annual gross revenue and cash reserve targets are not met. These gateway targets were met for FY24.

2 This weighting also applied to the EISS, which is only applicable for non-Executive Team members.

Serko ScorecardFinancial MetricsNon-financial Objectives

Strategic goals

FY23-FY25

Total IncomeProfitabilityCustomer TechnologyCulture

FY24 OKR

summary

Make booking for

business easy

Unlock the US

market

EfficiencyBuild travel

software that

people love

Deliver an

exceptional

CX through

experimentation

Adopt next

generation

technology

foundations

The best place

to do your

best work

Target

measurement

1

Total incomeRevenue per

headcount

# of experiments

product delivery

launches in

production in

FY24 against the

growth target

of experiments

through the year

Reduce cost

to serve per

booking

Employee

engagement

STI weighting

2

50% 50%

FY24 result

23%46%

The overall results for FY24 were determined to be 69% for Company performance against objectives.

These calculations are used to determine the Company multiplier applied when assessing incentive performance

outcomes. When assessing the performance outcomes against the pre-agreed objectives and target measures,

the Board gave particular attention to the precision of setting and executing against revenue growth targets in FY24.

118

CEO Pay Relative to Performance
Serko’s Total Shareholder Returns (TSR) over the last five years, as at 31 March 2024, are shown below, along with

incentive payments and equity grants awarded against on-target performance.

1 There were no STI pay-outs awarded for FY20 due to the impacts of Covid-19.

CEO Remuneration (actual as a % of target) over five-year period

Mar-18Mar-19Mar-20Mar-21Mar-22Mar-23Mar-24

-100%

300%

200%

100%

0%

Total shareholder returns

SKO NZX50 MSCI ACWI

Metric2024

($000)

2023

($000)

Change

($000)

Change

%

Total income$71,185$48,025$23,160

48%

Net Profit/(Loss) After Taxation($15,879)($30,540)$14,479

47%

Market capitalisation$473,980$287,859$186,121

65%

Underlying average monthly cash-burn $592$2,718($2,126)

18%

Total

remuneration

% STI awarded

against on-target

performance

STI

performance

period

% LTI awarded

against on-target

performance

Span to

LTI performance

periods

FY24$1,009,12966%FY24100%May 2024 to May 2027

FY23$972,86892%FY2380%May 2023 to May 2026

FY22$722,89850%FY2275%May 2022 to May 2025

FY21$690,56850%FY2173%Aug 2021 to May 2024

FY20

1

$598,8410%FY2056%Sept 2020 to May 2023

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Employee Remuneration
The table below shows the number of employees and former employees of Serko and its subsidiaries, not being

directors of Serko, who, in their capacity as employees, received remuneration and other benefits during the year

ended 31 March 2024 totalling at least NZ$100,000.

The remuneration of employees paid outside of New Zealand has been converted into New Zealand dollars as at

31 March 2024. No employee appointed as a Director of a subsidiary company of Serko (except as noted on page

100) receives any remuneration or other benefits for acting in that capacity.

The table below includes base salaries, STIs, contributions to pension plans and vested or exercised equity-based

payments. The table does not include equity-based incentives that have been granted and have not yet vested.

1 Specifies total number of employees within the range whose remuneration includes equity-based payments that have vested during the period.

Table excludes the executive directors’ remuneration.

Remuneration range

(NZD)

Number of employees whose remuneration

includes vested share-based payments

1

Total number of

employees in range

$100,000 - $110,000921

$110,000 - $120,000918

$120,000 - $130,000620

$130,000 - $140,000915

$140,000 - $150,0001725

$150,000 - $160,0001528

$160,000 - $170,0001319

$170,000 - $180,000915

$180,000 - $190,000811

$190,000 - $200,0001011

$200,000 - $210,00099

$210,000 - $220,00001

$220,000 - $230,00023

$230,000 - $240,00034

$240,000 - $250,00034

$250,000 - $260,00033

$270,000 - $280,00034

$280,000 - $290,00011

$290,000 - $300,00022

$310,000 - $320,00011

$330,000 - $340,00011

$340,000 - $350,00001

$350,000 - $360,00011

$360,000 - $370,00011

$370,000 - $380,00011

$390,000 - $400,00011

$410,000 - $420,00011

$470,000 - $480,00011

$490,000 - $500,00011

$550,000 - $560,00011

$580,000 - $590,00011

$590,000 - $600,00011

$660,000 - $670,00011

$670,000 - $680,00011

$680,000 - $690,00011

$740,000 - $750,00011

$980,000 - $990,00011

Total number of employees and former employees148232

120

1 This figure represents the median base salaries, converted to NZD.
Analysis includes all permanent full-time, permanent part-time

employees and fixed-term employees at full-time equivalent salaries.

2 Based on comparative ratio positioning to remuneration mid points

for salaries by career level.

Gender Pay Gap & Pay Equity

We are committed to ensuring we pay our people

equitably. As of 31 March 2024, Serko’s overall median

global gender pay gap was 13%

1

. This is impacted

by the relative distribution of females and males at

different levels across the organisation.

We are also committed to maintaining pay equity across

all roles at Serko. When benchmarked to the median

market remuneration of our career-level pay bands

for each country, the median remuneration difference

between males and females is less than 1%

2

when

comparing roles of comparable scope and complexity.

Serko’s Pay and Gender Equity Statement can be

viewed at www.serko.com/careers. We also support

the New Zealand Mind The Gap reporting initiative and

contribute to this.

For more information on Serko’s broader inclusion and

diversity initiatives, see our latest ESG Report, located at

www.serko.com/investors.

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

executive roles as CEO and Chief Strategy Officer (CSO) and, accordingly, do not receive directors’ fees. As detailed

above, the remuneration packages for the CEO, CSO and other Executive Team members are set by the Board to reflect

the scope and complexity of each role, with reference to comparative market data.

The CEO’s remuneration and other benefits are detailed on page 115.

Chief Strategy Officer Remuneration Paid/Received

During the period ended 31 March 2024, the CSO’s variable remuneration components were based on Company and

individual performance against the scorecard detailed on page 122.

The tables below (and accompanying notes) set out the total remuneration and value of other benefits received by

Serko’s CSO during the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes:

Chief Strategy Officer Remuneration Earned

The tables below (and accompanying notes) set out the total remuneration and value of other benefits earned by

Bob Shaw relating to the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes.

Some of this remuneration will be paid in FY25:

1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.

2 Taxable benefits include health insurance.

3 The STI stated was earned in FY23 and paid in FY24.

4 Equity-based incentives previously granted to the CSO that vested during the financial period. Represents the NZX closing price of SKO (Serko)

ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was settled via the issue of new shares.

1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.

2 Taxable benefits include health insurance.

3 The STI stated was earned in FY24 and will be paid in FY25.

4 The Executive LTI equity-based incentive is intended to be granted in June 2024 for non-cash consideration. The RSUs will vest at 25% in year one

(2025), 25% in year two (2026) and 50% in the third year (2027) based on the relevant vesting hurdles. The value stated is the gross amount earned.

The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO) shares on NZX at the

time of grant.

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

Executive LTI

4

Subtotal

FY24$296,569$10,209$306,778$71,484

(48% of FY24

STI target)

$296,000 in the form

of RSUs to be issued

$367,484$674,262

FY23$295,013$9,144$304,157$122,544

(92% of FY23

STI target)

$213,122 in the form of

78,354 RSUs to be issued

(80% of FY23 LTI target)

$335,666$639,823

YearBase

salary

1

Taxable

benefits

2

SubtotalPay for performanceTotal

remuneration

STI

3

EISS/LTI

4

Subtotal

FY24$296,569$10,209$306,778$122,544$158,111 in the form

of 50,194 RSUs

$280,655$587,433

FY23$295,013$9,144$304,157$72,519$76,436 in the form

of 18,873 RSUs

$148,955$453,112

122

Non-Executive Director Remuneration
The fees paid to non-executive directors are structured to reflect the global nature and complexity of Serko’s

business and the time commitment and level of governance required by the Serko Board. In August 2021,

Serko’s shareholders approved a total cap of NZ$600,000 per annum for non-executive directors’ fees for

the purposes of the NZX Listing Rules.

EY Australia has been engaged to conduct an independent review of non-executive directors fees, the outcome

of which is detailed in Serko’s Notice of Meeting. As detailed in the Notice of Meeting, an increase in the

non-executive director fee pool has been sought and will be subject to shareholder approval at the upcoming

Annual Shareholder meeting.

There was no change to the directors’ fees paid in FY24. Accordingly, the following fixed annual fees applied to all

non-executive directors for the year ending 31 March 2024:

Position Fees per annum (AUD)

Board of Directors Chair 140,000

Non-executive directors 95,000

Audit, Risk and Sustainability Committee Committee Chair 20,000

Committee Member 9,000

People, Remuneration and Culture Committee Committee Chair 20,000

Committee Member 9,000

Periodically, by exception, non-executive directors receive special exertion fees for ad hoc committee meetings

attended (for example, in relation to capital raisings or merger and acquisition (M&A) activity) or other additional

work required in addition to their Board and Committee responsibilities. Where special fees are paid, they are required

to fall within the shareholder-approved fee cap. A special exertion fee of $10,000 was approved for Board Chair,

Claudia Batten, to recognise the substantial work undertaken to recruit and appoint Serko’s new Board member,

given Serko does not have a stand-alone Nominations Committee to undertake this work.

Chief Strategy Officer Target Remuneration

The CSO’s total target remuneration for FY25, and FY24 for comparison, is as follows:

1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.

2 Taxable benefits include health insurance.

Year

Base

salary

1

Taxable

benefits

2

Subtotal

Pay for performance

Total

remuneration

STI EISS/Executive LTI Subtotal

FY25$310,978$10,515$321,493$150,960

(100% of FY25

STI target)

$301,920 in the form of

RSUs to be issued

(100% of FY25 LTI target)

$452,880$774,373

FY24$296,000$10,209$306,209$148,000

(100% of FY24

STI target)

$296,000 in the form of

RSUs to be issued

(100% of FY24 LTI target)

$444,000$750,209

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* Indicates Chair of the Board/Committee.
1 The figures shown are gross amounts, which have been converted into NZD from AUD and exclude GST (where applicable).

2 Appointed as Non-executive Director as at (and fees payable from) 1 February 2024.

3 The Board approved a special exertion payment for Claudia Batten for the work undertaken for the recruitment and appointment of Sean Gourley as a

Non-executive Director of Serko.

In addition to Directors’ fees, Serko meets costs incurred by Non-executive Directors that are incidental to the

performance of their duties. This includes paying the costs of Directors’ travel. As these costs are incurred by Serko

to enable Directors to perform their duties, no value is attributable to them as benefits to Directors for the purposes of

the above table.

The Non-executive Directors do not receive any performance-based remuneration to ensure incentives do not conflict

with their obligations to bring independent judgement to matters before the Board. However, it is Serko’s policy to

encourage Directors to hold shares in the Company to increase alignment with shareholder interests.

Director shareholdings are disclosed in the Corporate Governance Statement contained in this Annual Report.

No retirement benefits will be paid to Non-executive Directors on their retirement unless required under legislation.

Remuneration and value of other benefits received

1

Name of Director

Non-executive

directors’

Board fees

($NZD)

Audit, Risk and

Sustainability

Committee fees

($NZD)

People, Remuneration

and Culture

Committee fees

($NZD)

Special

exertion fee

($NZD)

Total

remuneration

($NZD)

Total

remuneration

($AUD)

Claudia Batten$150,732 *$9,690$9,690$10,700

3

$180,812$168,000

Clyde McConaghy$102,492$9,690$21,577 *-$133,759$124,000

Jan Dawson$102,492$21,577 *$9,690-$133,759$124,000

Sean Gourley

2

$16,940N/AN/A-$16,940$15,833

Total$372,656$40,957$40,957$10,700$465,270$431,833

Non-executive Directors received the following Directors’ fees, remuneration and other benefits from the Company in

the year ended 31 March 2024:

124

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Glossary
Active Customers: A non-GAAP measure comprising

the number of unmanaged companies who have made

a booking in the preceding 12-month period

ANZ: Australia and New Zealand

ARBP or Average Revenue Per Booking: A non-GAAP

measure. ARPB for travel-related revenue is calculated

as travel-related revenue divided by the total number of

online bookings

ARPCRN or Average Revenue per Completed Room

Night: A non-GAAP measure — comprises the

gross unmanaged supplier commissions revenue

per Completed Room Night for revenue-generating

hotel transactions

Asia Pacific: Vietnam, Thailand, Taiwan, Sri Lanka,

South Korea, South Africa, Singapore, Philippines,

Pakistan, New Zealand, Malaysia, Japan, Indonesia,

India, Hong Kong, China, Bangladesh and Australia

for the purposes of this Annual Report

ASX: ASX Limited, also known as the Australian

Securities Exchange

ATMR or Annualised Transactional Monthly Revenue:

A non-GAAP measure that is based on the monthly

transactions and average revenue per booking (for its

Travel platform revenue) and monthly user charges (for

its Expense platform revenue) annualised

AUD or A$: Australian dollars

Australasia: New Zealand and Australia for the

purposes of this Annual Report

BBZ: An abbreviation of Booking.com for Business

(see above)

Booking.com for Business: A global online travel

booking offering targeting small to medium-sized

companies with Booking.com for Business branding

powered by Zeno

Board or Board of Directors: The board of directors

of Serko

Carbon Intensity: A non-GAAP measure comprising the

total Serko Greenhouse Gas emissions in (tonnes of

CO

2

emitted in the period) relative to the Total Income

($m) earned by Serko over the same period

Cash on hand: A non-GAAP measure comprising

cash and short-term investments

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

CRN or Completed Room Nights: A non-GAAP measure

comprising the number of unmanaged hotel room

nights that have been booked and the traveller

has completed the stay at the hotel

EBITDAF: EBITDAF is a non-GAAP measure

representing Earnings Before Interest, Taxation,

Depreciation, Amortisation, Impairment, Foreign

Exchange gains/losses and Fair value remeasurements

ESG: Environmental Social Governance

ESG Report: Serko’s Environmental, Social

and Governance Report, available at

www.serko.com/investors

EUR or EUR€: European Euro

FTE: Full-time equivalent

FX: Foreign exchange

FY: Financial year ended, or ending, on 31 March

(unless otherwise stated)

GST: Goods and Services Tax

Headcount: A non-GAAP measure comprising the

number of employees (excluding casual workers and

employees on parental leave) and contractors employed

on the last day of the period

IFRS: International Financial Reporting Standards

126

Independent Directors: Claudia Batten, Clyde
McConaghy, Jan Dawson and Sean Gourley

IPO: Initial Public Offering Listing: The date Serko

shares started trading on the NZX Main Board,

24 June 2014

Managed customers: Companies that make online

bookings through travel management companies.

NDC or New Distribution Capability: A data

exchange format for airlines to create and distribute

relevant offers to the customer regardless of the

distribution channel

Non-GAAP: Financial Information that does not have

a standardised meaning prescribed by NZ GAAP

NORAM: North America

NZ: New Zealand

NZD or NZ$: New Zealand dollars

NZ GAAP or GAAP: New Zealand Generally

Accepted Accounting Practice

NZ IFRS: New Zealand equivalents to International

Financial Reporting Standards

NZX: NZX Limited, also known as the New Zealand

Stock Exchange

NZX Listing Rules or Listing Rules: The Listing Rules

applying to the NZX Main Board as amended from

time to time

NZX Main Board: The New Zealand main board equity

security market operated by NZX

Online Bookings: A non-GAAP measure comprising

the number of travel bookings made using Serko’s

Zeno and Serko Online platforms

Operating expenses: A non-GAAP measure

comprising expenses, excluding costs relating to

taxation, interest, finance expenses and foreign

exchange gains and losses

PD&D or Product design and development costs:

A non-GAAP measure representing the internal and

external costs related to the design, development

and maintenance of Serko’s platforms, including

costs within operating expenses and amortisation.

It excludes capitalised development costs

R&D: Research and Development expenditure

SaaS: Software-as-a-service

Serko Expense Management: Serko’s online

expense management solution that enables the

capture and processing of corporate credit cards

and out-of-pocket claims

Serko Mobile: Serko’s mobile app for iPhones and

Android devices that gives users access to information

and travel booking functionality on their mobile devices

Serko Online: Serko’s legacy cloud-based online

travel booking solution for large organisations

SME: Small and medium enterprise

TMC, Travel Agency or Travel Management Company:

A travel management company that provides

specialised travel-related services to corporate

customers

Total Spend: A non-GAAP measure comprising

operating expenses and capitalised development costs.

It excludes depreciation and amortisation

Total travel bookings: Includes both online and

offline bookings. Offline bookings are system

automated bookings

Underlying cash flow: A non-GAAP measure comprising

cash flows excluding movements between cash and

short-term investments, cash flows related to capital

raises and exceptional items from a timing perspective

Unmanaged customers: Companies who make online

bookings through Serko’s Booking.com for Business

platform.

USD or US$: United States dollars

Zeno: Serko’s premium cloud-based online travel

booking platform

Zeno Expense: Serko’s Expense management solution

$: All figures are in New Zealand dollars, unless

otherwise stated

127

gLOSSary

Company Directory
Serko’s ESG Report can be found at www.serko.com/investors.

Serko is a company incorporated with limited liability under

the New Zealand Companies Act 1993

New Zealand Companies Office registration number 1927488

Australian Registered Body Number (ARBN) 611 613 980

For investor relations queries contact: investor.relations@serko.com

Registered office

New Zealand

Saatchi Building

Level 1, 125 The Strand

Parnell

Auckland 1010, New Zealand

+64 9 309 4754

Australia

Boardroom Pty Limited

Level 12, 225 George Street

Sydney 2000

NSW, Australia

Principal Administration Office

New Zealand

Saatchi Building

Level 1, 125 The Strand

Parnell

Auckland 1010, New Zealand

+64 9 309 4754

Australia

Level 8, 75 Elizabeth Street

Sydney 2000

NSW, Australia

+61 2 9435 0380

Share Registrar

New Zealand

MUFG Corporate Markets (formerly

Link Market Services Limited)

Level 30, PwC Tower

15 Customs Street West

Auckland 1010, New Zealand

+64 9 375 5998

serko@linkmarketservices.co.nz

Australia

MUFG Corporate Markets (formerly

Link Market Services Limited)

Level 12, 680 George Street

Sydney 2000

NSW, Australia

+61 1300 554 474

DirectorsAuditor

Claudia Batten (Chair)

Jan Dawson

Darrin Grafton

Robert (Clyde) McConaghy

Robert (Bob) Shaw

Sean Gourley

Deloitte Limited

Deloitte Centre

80 Queen Street

Auckland 1040, New Zealand

+64 9 303 0700

128

COMPany dirECtOry

annual report 2024 · Serko Limited
serko.com

---

ESG Report
Serko FY24

Including Climate-Related Disclosures

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
2

Serko believes in the power of being face-to-face.

Our purpose is to bring people together. Our vision

is a connected, frictionless travel experience.

To deliver that, we’re building the world’s leading

business travel marketplace — connecting business

travellers everywhere with the content, information

and services they need at every stage of the journey.

We bring

people together

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
As we grow and connect increasing numbers of

business travellers, we are committed to doing what

is right for our business, people, customers, investors

and communities. We believe strong ESG practices

give Serko its social licence to operate, as well

as creating long-term value for our business.

Working

towards a

sustainable

future

3

02
FY24 achievements

and highlights

.............8

01

Our approach

to sustainability

...........5

This ESG report and Climate-related

Disclosures provides Serko’s stakeholders

with a view of the Company’s ESG

performance and activities in the

year ended 31 March 2024 (FY24).

In our Climate-related Disclosures (Appendix 1), we have elected

to apply several adoption provisions to ensure compliance with the

Aotearoa New Zealand Climate Standards. These are described on

page 41. Taking the applied adoption provisions into account, Serko

is compliant with the Aotearoa New Zealand Climate Standards.

This report was approved by the Board of Serko Limited on

28 May 2024 and is accurate as of that date. The Board does not

undertake any obligation to revise this report to reflect events or

circumstances after this date, other than in accordance with the

continuous disclosure requirements of the applicable listing rules.

Serko’s FY24 Annual Report also contains related additional

information including its Corporate Governance Statement,

Remuneration Report and Risk Reporting. A copy of our 

Annual Report is available at www.serko.com/investors.

Contents

05

Governance . . . . . . . . . . . . . .33

Succession planning ..........................35

Aligning executive remuneration .......36

Embedding risk management ...........37

Improving stakeholder engagement ...38

06

Appendix . . . . . . . . . . . . . . . . .39

1. Climate-related Disclosures ............40

2. Greenhouse gas (GHG) inventory ...59

04

Social . . . . . . . . . . . . . . . . . . . . . .14

Stories from our people .....................23

Our communities...............................29

Our supply chain ...............................32

03

Environment . . . . . . . . . . . . .09

Our climate approach .......................10

FY24 progress ...................................11

Climate disclosure report and

Greenhouse gas (GHG) inventory ........12

5
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

5

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

01. Our approach to sustainability

5

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

01. Our approach to sustainability

In FY24 we engaged

external advisers to help us

understand and prioritise

the environmental, social,

governance and commercial

areas that matter most

to our stakeholders and

our business.

The materiality assessment provides a strong

foundation for our strategy. By identifying and

ranking the material topics, we are ensuring

our strategy focuses on areas with the greatest

impact and that we can communicate our

progress more effectively.

The assessment involved more than 70

stakeholders in the following process:

• interviews with 15 key stakeholders to develop

a set of 24 material topics. Stakeholders

included key customers, investors, Serko

board members, management and staff;

• online stakeholder survey with the wider

stakeholder group to rank the topics for

importance; and

• internal workshop to rank the topics in 

relation to their impact on Serko’s business.

What matters most

To our stakeholders and our business

The material topics identified by our stakeholders

covered a range of areas important to Serko’s

sustainability journey. These findings are aligned

with our focus to improve our sustainability

efforts and manage our risks.

The outputs of this work have been summarised

overleaf, which shows the link between key

material topics and where we are focusing

our efforts.

As we refresh our ESG approach in FY25, the

results of this materiality assessment will play

an important role in ensuring we are prioritizing

and allocating resources to the right areas.

6
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

6

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

01. Our approach to sustainability

This matrix indicates where

we should be focusing our

efforts and resources.

All the topics on the matrix are

important, with the lowest rating still

being 7.2 out of ten. In FY25, we will

provide a further update on the key

initiatives undertaken in service of the

priority areas, with heightened focus

on those that are categorised as highest

business impact and highest importance

to our stakeholders.

Materiality matrix

Multi-market access (risk)


Sustainable financial performance


Business continuity planning


Waste minimisation



and circular economy


Cultural and indigenous engagement


Collaboration and partnerships

Employee attraction, development and retention


Investing in our communities



Disruptive technologies


Inclusion and diversity


Serko as sector leader


Governance (ESG)


Ethical and resilient supply chain


Climate related business risk


Sustainability mindset


Carbon footprint


Communication and

relationship management


Consumer preferences


Product development and innovation


Cybersecurity and data protection


Legal complianceEthical conduct



Employee health, safety and wellbeing


Future of work

Stakeholder importance

(Survey results)

Business Impact


(Business Impact Workshop)

Low

Low

High

High

7
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

7

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

01. Our approach to sustainability

As we grow, we believe strong

ESG practices give Serko its

social licence to operate, as

well as creating long-term

value for our business.

The table opposite shows the key drivers

of our sustainability strategy, our ESG

priority areas and how they align with

the United Nations (UN) Sustainable

Development Goals (SDGs).

The SDGs are a set of global

sustainability initiatives set by the UN.

At Serko we see the SDGs as a way to

see which areas of sustainability we are

directly contributing to and how they relate

to a larger vision for positive change.

How we approach sustainability

Our driversOur objectives

Our focus areas (key material topics)

United Nations Sustainable Development Goals

Trusted by our customers,

employees, investors

and partners

• Cybersecurity and data protection

• Business continuity planning

• Legal compliance

• Ethical conduct

• Ethical and resilient supply chain

• Our environmental footprint (carbon, waste)

• Investing in our communities

• Consumer preferences

• Sustainable financial performance

• Multi-market access (risk)

• Serko as a sector leader

Create an environment

where people can do

career-defining work

• Enablement of organisational effectiveness

• Employee attraction, development and retention

• Health, safety and wellbeing

• Diversity and inclusion

• Cultural and indigenous engagement

To adapt to rapid change

and deliver sustainable

and innovative products

to our customers

• Product development and innovation

• Sustainability mindset

• Employee attraction, development and retention

• Enablement of organisational effectiveness

• Serko as a sector leader

• Disruptive technologies

Being a brand

you can count on

Continuously

innovating

Powering our

people

8
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

8

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix02. FY24 highlights

We have continued to

strengthen our ESG practices

over the past year and are

pleased to report progress in

the following sections of this

report. Here is a summary

of our key areas of focus

and improvement.

FY24 progress and highlights

Environment

• Completion of our inaugural mandatory

Climate-related Disclosures under the

Aotearoa New Zealand Climate Standard

reporting framework

• Improved carbon intensity performance

from 11.68 to 9.82 (tCO

2

e of GHG emissions

per $m of total income)

Social

• New Guiding Principles introduced to guide

our behaviours, decisions and actions

• High employee engagement, up from 72% in

FY23 to 78% in FY24

• Internal appointments for new or existing roles

increased to 29%, up from 17% last year

• Serkodians invested 1,800 hours of their

time in our ‘Day of Community’

• Achieved Advanced GenderTick accreditation

• Maintained a less than 1% median remuneration

difference between males and females

when comparing roles of comparable scope

and complexity

Governance

• Improved capability in our Board and

Executive team

• Refreshed executive remuneration structure

• Strengthened risk management

practices through the business

• Materiality assessment completed,

identifying areas that matter most to

our stakeholders and business

• Strengthened stakeholder engagement

9
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

9

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

Environment

Section 03

9

03. Environment

10
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix03. Environment

03. Environment

Our approach to climate

change and the environment

As a technology company,

Serko operates in an online,

office-based environment.

Our direct environmental

footprint is relatively small and

made up largely from third-

party data centres, office energy

consumption, employee travel

and the typical consumables of a

technology business. Regardless,

we are committed to continually

improving our efficiency and

reducing our impact on the

environment.

Where we believe we can make the most

impact is with our customers and within our

sector – business travel. We believe there is a

significant opportunity to play a role in reducing

the environmental impact of business travel

by providing technology that enables and

encourages our customers to make smart,

sustainable decisions.

In addition to our commitment to understand

and reduce our own carbon footprint intensity,

we will continue to explore more options

for sustainable travel and improve existing

products in ways that enable customers to

make informed and positive choices.

Serko staff volunteering for the Motuihe Island Restoration Trust

10

11
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

11

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

11

01. Our approach to sustainability 02. FY24 highlights03. Environment03. Environment04. Social05. Governance06. Appendix

FY24 progress

A continuation of our climate

reporting journey

Key

Governance

Strategy

Serko's three-year roadmap

articulates our journey as

we integrate climate-related

disclosure requirements into key

business processes, including

strategy, governance and

allocation of capital.

Over the past two years we have made

significant progress towards the establishment

of our climate governance, strategy and risk

management practices, and the development

of metrics and targets to measure our progress

now and into the future. This work has laid a

solid foundation for Serko to establish and

embed good practice.

* with some Year 1 exemptions

Second reporting

period

First reporting

period

*

Voluntary

disclosure

FY25FY24FY23


G

Formalise and document governance

structure and management accountabilities

for climate-related matters at Serko

S

Undertake desktop analysis of physical and

transitional climate impacts likely to have

material effects on Serko’s business

S

Consider Serko’s short, medium and

long-term horizons

R

Describe the process for identifying, assessing

and managing climate-related risks

M

Begin reporting Scope 1, 2, 3 GHG emissions

S

Quantify financial impacts

S

Develop transition and adaptation plans

R

Establish and describe the process for

risk monitoring

M

Monitor, report and set targets for the key

metrics identified to monitor progress

on strategy aspects


G


Integrate sustainability strategy into Serko's

business strategy (in progress)

S

Identify temperature-based scenarios to use

alongside 1.5 degree Celsius scenarios and

determine scope of scenario analysis

S

Conduct climate scenario analysis process

and document the findings

R

Describe the scenario analysis

process externally

M

Set targets for emissions intensity reduction

M

Develop climate-related metrics and targets

(financial and non-financial) to support the

delivery of our ESG Programme

Risk management

Metrics and targets

12
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

12

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

12

03. Environment

Climate disclosure report and Greenhouse Gas (GHG) Inventory

Climate Reporting

Serko is a climate-reporting entity under

the Financial Markets Conduct Act 2013. Our

inaugural mandatory climate-related disclosures

are provided in Appendix 1 of this report and

covers our progress between 1 April 2023 and

31 March 2024. They have been completed in

accordance with the Aotearoa New Zealand

Climate Standards issued by the External

Reporting Board.

Our climate governance,

including Board and

management oversight

Our climate strategy,

which includes scenario

analysis, identification of risks

and opportunities and their

anticipated impacts, and how

we will position ourselves for

a low-emissions future

Our risk management,

which includes our risk

identification, assessment,

monitoring and mitigation

processes

Our metrics and targets, which

enable us to measure and

manage our climate-related

risks and opportunities and

provide a basis for comparison

03040201

In accordance with the Climate Standards, we have reported on:

13
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

13

03. Environment

03. Environment

GHG emissions overview

The growth in emissions between FY24 and FY23 reflects

growth in Serko’s business travel as we grow and scale in

the European and US markets. Ongoing business travel plays

a critical part in ensuring our respective management teams

remain well connected and aligned on growth strategies through

a balance of in-person and virtual sessions. We have focused

on improving the efficiency of our hosting environments (22%

reduction in emissions in FY24) and we have advocated for

more office-based work to improve the connection, wellbeing

and productivity of our teams, which has seen an increase in

staff commuting and reduction in working from home.

The Scope 3 emissions in the table include upstream emissions

only. Serko is a provider of SaaS (Software-as-a-service)

travel platforms so we estimate that our Scope 3 downstream

emissions will be de minimus given that the incremental GHG

emissions from the end user's computing time while making

a travel booking will be very small and difficult to measure.

Serko is not the supplier of travel for customers who book

via our online travel platform. However, as a company providing

a travel booking platform that is used by thousands of

organisations around the world, we have a role to play

in supporting the consideration by our customers to make

lower impact travel decisions and develop more sustainable

travel programs.

This full GHG emissions inventory report is contained in

Appendix 2 of this ESG Report.

tCO

2

e per $m of

Total Income

FY22

FY23

FY24

14.94

11.68

9.82

Serko’s location based GHG emissions for FY22, FY23 and FY24

1,2

1

The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities), 6 (Business travel) and 7 (Employee commuting).

Categories 2 (Capital goods), 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are considered de minimus and have been excluded. Serko has no

leased assets (category 8).

2

As defined in the NZ Climate Standards, Scope 1 are Direct GHG emissions from sources owned or controlled by the entity. Scope 2 are Indirect GHG emissions from consumption of

purchased electricity, heat or steam. Scope 3 represents other indirect GHG emissions not covered in Scope 2 that occur in the value chain of the reporting entity, including upstream and

downstream GHG emissions. As defined in the NZ Climate Standards, Scope 3 categories are purchased goods and services, capital goods, fuel-related and energy-related activities,

upstream transportation and distribution, waste generated in operations, business travel, employee commuting, upstream leased assets, downstream transportation and distribution,

processing of sold products, use of sold products, end-of-life treatment of sold products,  downstream leased assets, franchises, and investments.

600

FY22FY23FY24

500

400

300

200

100

50

282 tCO

2

e

561 tCO

2

e

699 tCO

2

e

FY24


0% Scope 3 T&D Losses, 3 tCO

2

e


6% Scope 3 Working from home, 39 tCO

2

e

9% Scope 3 Staff commuting, 62 tCO

2

e

65% Scope 3 Business travel, 455 tCO

2

e

13% Scope 3 Azure hosting, 92 tCO

2

e

6% Scope 2 Purchased energy, 41 tCO

2

e

1% Scope 1 Purchased natural gas, 7 tCO

2

e

FY23


0% Scope 3 T&D Losses 2 tCO

2

e


9% Scope 3 Working from home 52 tCO

2

e

6% Scope 3 Staff commuting 32 tCO

2

e

54% Scope 3 Business travel 303 tCO

2

e

21% Scope 3 Azure hosting 118 tCO

2

e

9% Scope 2 Purchased energy 48 tCO

2

e

1% Scope 1 Purchased natural gas 6 tCO

2

e

FY22


1% Scope 3 T&D Losses 2 tCO

2

e


22% Scope 3 Working from home 63 tCO

2

e

5% Scope 3 Staff commuting 13 tCO

2

e

16% Scope 3 Business travel 44 tCO

2

e

38% Scope 3 Azure hosting 109 tCO

2

e

16% Scope 2 Purchased energy 45 tCO

2

e

2% Scope 1 Purchased natural gas 6 tCO

2

e

14
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

14

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

Social

Section 04

14

04. Social

15
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

15

01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

15

04. Social

Serko culture

At Serko our purpose is to bring people

together. All Serkodians are given the

opportunity to do career-defining work

and be part of a team of passionate

travellers and technologists who are

building world-leading business travel

solutions for our customers and partners.

Our culture is anchored by a clear Company purpose,

vision and guiding principles to create belonging. These

principles guide our behaviours, decisions and actions.

They  define how we operate together as a team internally,

as well as how we interact with our customers and partners

externally. They manifest through the everyday experiences

in our hiring, decision-making processes and define

our leadership methods.

Be a good human

We show up as our true

selves. We embrace

the diversity of people,

thought and culture.

We work intentionally to

create a positive impact.

Boldly go beyond

We challenge the status

quo to make the impossible,

possible — for ourselves,

our customers and

our partners.

Dare to simplify

We challenge ourselves

to create simplicity

where complexity exists.

Win together

We celebrate success as

a collaborative journey.

We work together as

one team to transform

individual ideas and

strengths into innovative

solutions for Serko and

our customers.

Our Guiding Principles

16
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

04. Social

Measuring our engagement

At Serko, we measure engagement in terms

of our peoples' commitment to, and connection

with, our Company. We focus particularly on

areas that are important to them, such as

alignment, leadership, inclusion, frictionless

work, career development and wellbeing.

Our monthly pulse survey provides regular feedback

and allows real-time actionable adjustments. High levels

of participation (around two-thirds of Serkodians participate

in every check-in) are in themselves a strong indicator of

engagement, as well as allowing us to be confident in our data.

Our annual engagement survey also allows us to track progress

using a consistent set of indicators over a longer period.

We are proud of our consistently high levels of engagement.

Serkodians continue to express a strong sense of belonging

(85%), pride in working for Serko (84%) and 81% of employees

“recommend Serko as a great place to work”. These scores

reflect the success of our continued commitment in fostering

an environment where people are able to show up as their authentic

selves, where all points of view contribute to winning together

and where everyone has the opportunity to do impactful work.

85%

Serkodians express a

strong sense of belonging

84%

Serkodians are proud

to work for Serko

81%

Serkodians “recommend Serko

as a great place to work”

16

17
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

17

04. Social

17

Inclusion and diversity

At Serko we believe that an inclusive

work environment is not only the right

thing to do, it is a business imperative

that strengthens our ability to best

serve ourselves, our customers

and partners

We embrace all diversity – whether thought,

ethnicity, culture, skills and the perspectives

of our team. While we recognise that we are

on a journey, we are proud to be an equal

opportunities employer.

Our Inclusion and Diversity Policy articulates

our commitment to achieving diversity in the

skills, attributes and experience of everyone

at Serko — Board members, management,

and staff — across a broad range of criteria

(including, but not limited to, culture,

gender, sexual orientation and age).

Our key commitments are:

01

Attracting diverse

talent and having

equitable hiring

practices

04

Actively support

flexible and hybrid

ways of working

02

Providing equal pay

for equal work

03

Systems approach

to redesigning our

ways of working to

mitigate bias through

the power of data

18
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18

04. Social

Goal & statusFY24 achievements

Inclusion

Increase conscious

awareness on

behavioural inclusion:

inclusive mindsets,

skillsets and

relationships

// In progress

• Inclusion practices were further embedded in our ways of working and stated as an explicit

expectation in our Guiding Principles

• Advanced Gender Tick Accreditation awarded in recognition of enhancements to our benefits, policies,

and processes to increase gender equity and inclusion

• Improved engagement score of 77% for female, up from 66% in FY23

• Two Business Resource Groups introduced to provide community and voice for the females of Serko;

and to encourage the education and speaking of Te Reo in our workplace

• Completion of Te Ao Māori ‘Te Kaa’ course with Maurea by a cohort of leaders as we work to

increase cultural competence

• Improved understanding of Serko’s performance on inclusion measures through active listening

to the voice of employees:

–91% of Serkodians agree that their team has a climate in which diverse perspectives are valued

(88% in FY23);

–90% believe Serko hires people from diverse backgrounds (87% in FY23); and

–79% of Serkodians agree that everyone has an equal opportunity to succeed at Serko (75% in FY23)

Diversity

Elevate gender

diversity at Serko

Gender diversity

target 40:40:20

// In progress

• Overall female representation at 37.5%

• Continued investment in female leadership development, with the ‘Women Rising’ programme

• Serko Pay and Gender Equity statement is revised twice a year, reflecting commitment to

Pay Equity and resolving the Gender Pay Gap

In FY22 we stated our commitment

to behavioural inclusion and creating

an environment where Serko employees

feel they can be their true authentic selves.

We set measurable objectives annually that

reflect this commitment and report progress

against those regularly to the Board.

We have made considerable progress.

The table on this page summarises our progress

over the past year and the initiatives in place to

ensure an inclusive work environment today and

into the future.

Looking ahead, in FY25 we will continue working

towards inclusion with a broader focus on:

• achievement of our stated Gender

Targets of 40:40:20;

• improved representation of Māori and Pacific

Peoples from <1% to 2% of our workforce;

• completion of Allyship training by 100% of

employees; and

• maintaining our Pay Equity Gap at less than

1% and reducing our Gender Pay Gap from

13% to 12%.

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19

Gender diversity target

In 2021 we set a gender diversity target of

40:40:20 to be achieved by the end of FY24

across a) the Board; b) overall employees;

c) non-executive directors; d) executives;

and e) people leaders. Achievement of the

target was defined as having 40% female

representation. We have continued to maintain

a similar workforce composition of male,

female and non-binary in FY24 as in FY23.

• We increased our female Executive

representation from 22% in FY23 to 29%

in FY24 with the appointment of a female

Chief Revenue Officer.

• Female representation at Non-executive

Director level reduced from 66% to 50% due

to the appointment of an additional Board

Member (male Non-executive Director)

effective February 2024. This remains within

the target range indicated.

Although we have not yet achieved our

gender diversity target, we are continuing to

strive toward this goal and are making progress

in meaningful ways.

Gender diversity by group

All workforce

Female

37.5%

Male

62.2%

Non-binary

0.3%

All directors

67%33%

Non-executive directors

50%50%

Executives

71%29%

People leaders

66%34%

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Our total headcount decreased by 5% in FY24

from 364 to 347 and our voluntary turnover

decreased from 19% in FY23 to 11% in FY24.

Serkodians have a broad range of age and

experience (from early 20s to mid-60s), with

nearly half of our workforce (45%) in the

35–44 age group.

Ethnic representation is broadly balanced and

we are proud to have 20 nationalities represented

at Serko, an increase from 17 in FY23.

The average tenure of employees has

increased, with 37% of Serkodians being

with the Company for more than four years

(29% in FY23). Conversely, those with

less than a year of tenure dropped from

28% in FY23 to 13% in FY24.

Workforce compositionAge rangeEthnicityLength of service

35%

26%

5%

2%

6%

25%

Less than 1 year (13.2%)

1 year (23.8%)

2—3 years (25.8%)

4—5 years (18.5%)

6—9 years (8.5%)

10+ years (10.3%)

Casual (0.3%)

Consultant (2.2%)

Contractor (2.7%)

Fixed Term (1.4%)

Full Time (88.0%)

Parental Leave (1.1%)

Part Time (2.5%)

Vendor (1.9%)

Asian (34.6%)

European/Caucasian (27.0%)

Māori & Pacific Peoples (0.9%)

Two or more races (3.2%)

Middle Eastern (0.3%)

Prefer not to say (26.4%)

Indian (6.5%)

Latin American (1.2%)

18—24 (1.8%)

25—34 (27.9%)

35—44 (44.9%)

45—54 (19.4%)

55—64 (5.6%)

65+ (0.3%)

Private (0.3%)

Our workforce

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Remuneration & work practices

Pay for performance

We support a pay-for-performance culture

where employees are rewarded for individual and

overall Company success, and our remuneration

framework ensures that higher performance

has higher-level reward. Detailed information

is provided in the Remuneration Report

contained in the FY24 Annual Report available

at www.serko.com/investors.

We are committed to equal pay for equal work

and are continually reviewing our practices

to ensure pay equity for our people. Our Pay

and Gender Equity Statement sets out our key

practices, as well as disclosing our pay equity

status. As at March 2024, our median market

remuneration gap (based on like-for-like job type

and career levels) was less than 1%; and our

overall organisational gender pay gap was 13%.

Flexible working practices

We continue to support hybrid working at Serko.

This is based on employee preferences and our

desire to ensure we are enabling Serkodians to do

their best work. Our annual engagement survey

results shows again that the majority of our

employees (79%) feel that our flexible working

policy enables them to balance collaboration

and focus time well.

12%

2023

13%

2024

Organisational

gender pay gap

<1%

2023

<1%

2024

Median-market

remuneration gap

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Career development & pathways

Promoting internal mobility

We are committed to empowering our

employees to realise their potential through

internal mobility and development. In FY24, we

have been particularly focused on supporting

internal progression for Serkodians through

offering new career opportunities within

the organisation.

Last year we set ourselves the target of

increasing internal appointments for new or

existing roles from 17% (FY23) to 30% (FY24).

We are pleased to report that we filled 29% of

roles internally in FY24, this included internal

promotions and lateral movement into new

open roles.

In FY25, we will continue to promote

our internal Talent Marketplace and provide

career opportunities to Serkodians.

Learning pathways

We continue to establish learning

pathways linked to career development, with

direct on-the-job learning and application. These

learning pathways are being developed through

the power of the Udemy platform.

Udemy is fast tracking the development of

interpersonal skills and general business skills,

as well as technical skills. Since the introduction

of Udemy, Serkodians have completed over

3,000 hours of learning, 87% of which has been

in developing skills aligned with our Technology

Radar. Of this, 10% of all learning has been on

business skills.

In addition to providing 24/7 access to learning

through Udemy, we are also encouraging

continuous learning opportunities by providing

dedicated learning time, as well as dedicated

budget per employee for external development.

As a result, we have seen a significant

shift in our monthly pulse survey score for

“I have access to the learning and development

I need to do my job well”, which improved from

66% favourable in our FY23 annual employee

survey, to 82% favourable in our FY24 survey.

In FY25, we will build out more learning

pathways across multiple disciplines to enrich

the learning experience, whilst also investing

in people management and leadership skills

through different initiatives.

17%

2023

29%

2024

Internal appointments for

new or existing roles

66%

2023

82%

2024

Access to learning and

development

3,000+

Hours of learning

completed by Serkodians

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Social

At Serko we believe in the power of bringing people together

to create and deliver great customer outcomes through

technology. We asked some of our people in different parts

of our business to share what being a Serkodian means

to them and why they find working at Serko interesting.

Stories from

our people

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04. Social

I have been a software engineer for a

decade now. I jumped at the chance to

join Serko and have the opportunity to

build a design system right from the

early stages, which is rare.

It was an interesting challenge to shift my

mindset from a feature delivery perspective

to enabling our internal teams to build great

User Interfaces. The work is both challenging

and rewarding and pushes me beyond my

comfort zone.

I have always been interested in owning my

own projects and Serko has provided me

with mentorship and pathways to explore my

capabilities both in and out of my day-to-day

role. I have been able to hone my technical

skills, develop my leadership capability

and even co-found a startup.

At Serko, I feel valued and supported. Being

mentored has allowed me to grow and feel

supported to explore different areas of

personal and professional interest, including

being selected as part of the ‘Women Rising’

programme, which I’m very excited about.

I think it’s rare to have this level of support,

which is why it feels really meaningful to be

part of the Serko team.

My decision to join Serko about

a decade ago was motivated by a

desire for a change in my professional

environment, coupled with my

enthusiasm for travel.

Prior to joining Serko, I didn’t have a lot

of background in software development.

I joined Serko as a Software Support Analyst

in China mid-2014 and found a refreshing

work environment that fostered both

personal and professional growth.

I believe continued improvement is baked

in Serko’s genes. After being promoted to

Team Lead in Xi’an, I was offered a life-

changing opportunity in 2019 to relocate

to the Auckland office. In 2021, I was one

of a small team who onboarded Zendesk

to modernise Serko’s 'in-house' ticketing

system, which I was also involved in building.

This experience fuelled my passion for

product management delivering customer

value, and I’m now a Business Analyst

in the Product team.

As a Serkodian, I find fulfilment in working

alongside talented individuals who share a

passion for the industry. Serko is not just

a workplace; it’s where I can authentically

contribute my skills while surrounded

by a community dedicated to innovation

and excellence.

Julia Bower

Senior Software Engineer

in Software Engineering

Nemo Zheng

Business Analyst

in Product

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04. Social

Before joining Serko in 2022, I was a

Functional Analyst for House of Travel

Holdings and interacted with many

Serkodians.

I saw an incredible opportunity with Serko to

learn and grow while putting my extensive

travel and tourism expertise to good use.

This has proven to be the case — my journey

so far has been very rewarding, and I have

recently been promoted to Product Manager.

The most interesting challenge has been

adapting to working with an Engineering

team based in Xi’an, China. I’ve loved

working with them and greatly admire their

dedication, work ethic and sense of humour.

For me, what sets Serko apart is the Aroha

(love, compassion, respect and empathy)

many Serkodians have shown towards me

or that I’ve seen them bestow upon others.

As someone who grew up in a multicultural

home where Māori and European ways of

life were valued equally and who, relatively

late in life, has come to accept their identity

as a takatāpui (non-binary transgender),

it is important to me that my workplace is

somewhere that encourages and celebrates

diversity. It helps me to continue to show

up every day motivated to deliver career-

defining work that makes a difference for

those I care deeply about, our customers

and my colleagues.

I joined Serko in 2021 as a contractor,

bringing my Design Systems experience

to establish a strategy that would later

lead to the founding of our Design

System team.

I have a passion for solutions that put

the customer first, and my guiding focus

is on the positive impact a well-executed

experience can offer. After working on some

key projects, I could clearly see how a more

holistic approach to delivering customer

experiences to the web could also lead to

a great developer experience.

In 2023 I joined Serko full time as a Senior

Principal Engineer to continue delivering

on those opportunities. Serko has

provided me with the opportunity to move

into technical leadership and I love the ability

I have here to shape decisions, support them

and see them come to life.

I deeply value the unity and aligned drive to

success I feel at Serko. Serkodians look out

for one another and offer genuine support

to help achieve your goals and deliver value

for the organisation. There is a sense of

momentum and drive here that allows us

to tackle challenging problems and push

through friction, and I find this incredibly

rewarding.

Ngahina Williams

Product Manager

in Product

Jannis Gundermann

Senior Principal Software Engineer

in Technology

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My experience at

Serko has been truly 

eye-opening. It has not

only strengthened my 

skills but also nurtured a

mindset geared towards

ongoing growth.

Selena Wu • FY24 intern

Developing the next

generation of tech talent

Our FY24 Intern Programme

welcomed another six technology

students through the Summer

of Tech initiative, with a focus

on cultivating fresh ideas and

nurturing emerging tech talent.

Over 10 weeks, our interns gained hands-on

product development experience, working closely

with cross-functional teams from Engineering,

Product, and Design. The programme gave

them access to executive meetings, mentorship

and their own project to work on, which was

presented incredibly well at a dedicated

company-wide meeting.

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04. Social

27

Employee health,

safety and wellbeing

Our Health and Safety policy is

reviewed annually and the Board

reviews progress against our Health

and Safety objectives at every

Board meeting.

With the nature of work in our organisation

being primarily sedentary, we have identified

our key critical health and safety risks as mental

wellbeing/stress and office-related hazards.

Our approach to managing health, safety

and wellbeing focuses on engaging with people

across our business to ensure a safe and healthy

working environment for everyone. This year

we have:

• Continually identified, assessed and

controlled possible risks to the health

and safety of people that may arise

in the workplace.

• Provided training to raise awareness of

potential hazards and involved our people in

health and safety decisions that affect them.

• Assessed individual needs before

employees join Serko to ensure they

have safe workstation setups.

• Through our monthly pulse survey we

monitored pressure and unhealthy levels of

stress experienced in the work environment

as reported by our teams.

• Monitored and promoted our EAP (Employee

Assistance Programme) to assist those who

may have personal or work-related challenges.

• Proactively found opportunities to improve

the health and wellbeing of people at Serko,

to align with Serko’s culture.

Measuring our performance

We measure our overall health and

safety performance against two key metrics —

Lost Time Injury Frequency Rate (LTIFR 1) and

Lost Time Injury Incident Rate (LTIIR 2). These

respectively measure the rate of LTIs per million

hours worked and per number of employees.

The graphs over show our five-year performance

for these measures.

We are proud to have achieved a very low

incident of lost time injuries (LTIs) over the

past five years. This year we had just one LTII

resulting in an LTIFR score of just 1.5 incidents

per million hours worked and an LTII rate of 0.3

(number of employees injured as a proportion

of the number of employees).

LTIFR

LTIIR

FY20FY21FY22FY23FY24

0.8

1.0

0.6

0.4

0.2

0

FY20FY21FY22FY23FY24

4.5

3.5

2.5

1.5

0

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04. Social

Mental health and wellbeing

Our aim is to create the right conditions where

employees have the support and the tools

they need to thrive. This includes managing

day-to-day pressures to a healthy level of stress,

creating an environment to enable people to do

their best work and be an architect of their own

performance, wellbeing and career.

Our mental health and wellbeing programme has

been in operation for several years. Each year we

have encouraged our people to engage in a range

of initiatives. This year's initiatives included:

• Introduction of Mental Health First Aiders to

support us in identifying and referring people

appropriately who may be facing distress or

crisis mental health situations.

• Continuation of our Mindfulness training

practice sessions in partnership with

BlueSkyMinds.

• Guest speakers on the topics of menopause,

supporting women at this stage of their life,

as well as men’s health topics of mental

health and wellbeing and prostate and

testicular cancer.

• Sexual harassment prevention training for

all staff to enable a safe and professional

work environment.

• A paid Mission You wellbeing day, encouraging

Serkodians to consciously disconnect from

work, take a day dedicated to restorative

activities and to reconnect with themselves.

• A paid Volunteering day to give back to the

communities in which our Serkodians live.

• Continuing our flexible working practices,

including encouraging hybrid working with

two days office attendance, balancing focused

quiet time with opportunity for in-person

collaboration and innovation.

Our primary measure of success is what

Serkodians tell us through the pulse survey

and EAP reporting. We have been pleased to

receive positive employee feedback and high

levels of engagement. At the end of FY24, 87%

of Serkodians feel that Serko demonstrates care

for the health and wellbeing of our people.

100

Mar -23

May -23

Jul-23

Sep-23

Nov-23

Jan-24

Mar-24

Percentage favourable

75

50

25

87%

85%

87%

89%

91%92%

87%

28

Serko demonstrates care for the health

and wellbeing of its people

Trend from Mar 2023 — Mar 2024

Favourable

Neutral

Unfavourable

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04. Social

Our communities

We believe that the power

of bringing people together

includes supporting the

communities in which we live

and operate. We are doing

this in different ways —

by giving back ourselves

and also by investing in

worthwhile initiatives.

Our Day of Community

Giving back to the communities we operate

in is incredibly important to us and is why we

do the Serko Day of Community. Each year,

all Serkodians are given a full day to spend

working on local community initiatives that

are meaningful to them.

This year our global teams across Australia,

New Zealand, China and the United States gave

more than 1,800 hours back, getting stuck into

social and environmental programmes within

their regions. We are proud of the work they are

doing and the strong relationships being formed

with our local community organisations.

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04. Social

In Australia

Our teams worked with

The Salvation Army

preparing meals for

those in need.

In New Zealand

Our teams cleared beaches with Sustainable

Coastlines, packed 3,786 meal parcels, sorted

clothing at Auckland City Mission and served meals

at the community-based initiative — Everybody Eats.

Large groups also planted hundreds of trees with

Habitat Restoration Heroes and the Motuihe Project.

In the US

Our people packed more

than 7,000 nutritious meals 

to send to children around

the world.

In China

In Xian, our team spent time in a senior care centre

making over 1,000 bao buns and our people in

Foshan created lanterns together with people from

the Community Disability Wellness programme.

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Investing in our

communities

Serko’s investment in community initiatives

is proportionate to our size, and our budget

in any financial year is NZD $100 per team

member per annum (based on headcount

at the start of the financial year).

When deciding which initiatives to support,

we are guided by the principles set out in our

Community Investment Policy. These principles

are focused on ensuring our investments are:

• aligned with our purpose of bringing people

together, particularly initiatives focused on

developing people with opportunities they

would not otherwise be able to access;

• directly impacting our communities, particularly

with programmes that help contribute to a

strong and thriving ecosystem;

• meaningful to our people, where there is a

strong connection to Team Serko and the

geographies we operate in; and

• less is more, focused on a small number

of initiatives with strategic partnerships and

investments in things that are important to us.

Dress for Success Auckland

Dress for Success Auckland is part of a global

organisation that is dedicated to empowering

women and helping them achieve economic

independence by providing a network of

support, professional attire and development

tools.

Our investment is providing at least 20 women

with a personalised dressing service, skills

and professional development via their Career

Centre, as well as ongoing networking to help

them thrive in work and life.

FY24 investments

Our FY24 investments are:

• NZ Tech Rally

• Dress for Success Auckland

• Ronald McDonald

• 10x10 Philanthropy

• I Am Hope

NZ Tech Rally

NZ Tech Rally is a grassroots event focused on New Zealand’s

software sector. It is designed to provide opportunities to grow

the network and impact of our software community, to discuss

industry concerns and to showcase Kiwi ingenuity in software

engineering.

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04. Social

32

Our supply chain

• Business Ethics, including Anti-Bribery

and Corruption, Sanctions and Anti-

Money Laundering and Terrorism

Financing requirements.

• Employment Conditions, including Child

Labour and Modern Slavery, Health,

Safety and Wellbeing, Remuneration

and Learning Opportunities.

• Working Environment, including

Harassment and Non-Discrimination.

• Environment and Sustainability, including

Environmental Laws and Regulations.

• Respect for All

In March 2024, Serko updated its

Modern Slavery Statement which is intended

to complement our Business Partner Code of

Conduct and Code of Ethics to outline Serko’s

approach and commitment to preventing and

addressing modern slavery risks within our

organisation and value chain globally.

Other supply chain initiatives in FY24 include:

• Completion of individual risk assessments

of all material business partners looking

at risk factors such as location, industry

and public profile. This has helped us gain

a better understanding of our value chain

and will help us in the future to understand

our third-party risk exposure and target any

specific programmes of work relating to our

business partners.

• Introduction of ongoing sanctions and

enforcement screening of all material business

partners. Should any concerns be raised by this

screening a thorough investigation by Serko’s

Compliance Officer would be completed and

reported on accordingly.

• The identification and assessment of

supply chain risks, including modern slavery,

bribery and corruption and climate-related

risks. These risks will continue to be

monitored and addressed using our risk

management processes as documented

in our risk framework.

Serko has a strong network

of partners with whom we work

closely to ensure an efficient

and resilient supply chain.

Serko’s direct suppliers are

predominantly based in New

Zealand, Australia and the US.

During FY24, Serko introduced its new

Business Partner Code of Conduct which

sets out the minimum standards we expect

from our business partners, whether those

are suppliers that provide goods or services

to Serko or customers that have access

to Serko software. The Code covers the

following areas:

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Governance

Section 05

33

05. Governance

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Governance

A key focus for the Board in FY24 was to oversee and support

the delivery of Serko’s market strategy, including delivery for

the Booking.com partnership. This included the consolidation

and strengthening of processes that underpin the achievement

of our long-term growth objectives and preparing the business

to further scale up.

The following summary highlights Serko’s main governance

activities and progress areas over the past year.

For more detail regarding our governance practices, please refer to

our Corporate Governance Statement, available in our Annual Report

at www.serko.com/investors.

Strengthening our practices

to support long-term growth

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05. Governance

35

05. Governance

Succession planning

Readying Serko for its future growth

Board

The Board regularly reviews its skills, tenure

and experience against future plans to ensure it

remains fit for purpose and to identify any gaps.

During FY24, the Board commenced a search

for a new Director with a demonstrated track

record in growing technology businesses and

subsequently appointed US-based technology

entrepreneur Sean Gourley as a Non-executive,

Independent Director. Sean has been a proven

leader in the AI and data commercialisation

space over the past decade, having established

and grown two ground-breaking technology

businesses. This, together with his commercial

US experience, makes him a key asset to Serko

as we scale internationally and as data and

AI becomes even more critically important

to our technology and products.

The Board remains dedicated to ensuring

it is balanced in terms of skills, tenure and

experience. It regularly reviews these to assess

the appropriateness of its composition and to

identify any gaps. In FY24, it has incorporated

sustainability elements into its skills matrix.

The Board’s skills matrix can be found in

Serko’s Corporate Governance Statement,

available in our Annual Report at 

www.serko.com/investors.

Executive Team

The People, Remuneration and Culture

Committee regularly conducts succession

planning reviews for our Executive team, not only

as a risk management tool but also to ensure

we have the right capability to successfully

deliver our growth strategy and sustainable

financial performance.

In FY24, we added a number of critical

hires across the business including a VP

Engineering — Simon Young; Chief Product

Officer — Joydip Das and Chief Revenue

Officer — Liz Fraser. Simon was appointed

Acting Chief Technology Officer in April 2024.

These additions have significantly strengthened

our product and business development capability

as we scale up for future growth.

Further details about our Executive team,

including Simon, Joydip and Liz, are available

on our website www.serko.com/about.

Joydip Das

Chief Product Officer

Liz Fraser

Chief Revenue Officer

Sean Gourley

Independent

Non-executive Director

Simon Young

Acting Chief

Technology Officer

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05. Governance

36

05. Governance

Aligning executive remuneration

with long-term goals

Towards the end of the year, we revised

our executive remuneration structure,

based on key design principles.

The most significant change to the structure

has been the introduction of a new performance

measure, absolute total shareholder return

(aTSR), as part of the long-term equity

incentive for the Executive team. This ensures

executive long-term rewards align shareholder

and executive interests and incentivise

shareholder value growth.

Specific details about the new executive

remuneration structure can be found in the

Remuneration Report, contained in our Annual

Report available at www.serko.com/investors.

Key design principles:

Remaining competitive

with the technology industry

to attract and retain high

calibre executive talent

for Serko

Motivating and rewarding

performance to incentivise

the delivery of the long-term

strategic objectives of the

organisation

Strengthening alignment

of rewards with long-term

shareholder value

030201

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05. Governance

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05. Governance

Embedding risk management

throughout the business

Over the last 12 months,

we have made substantial

progress towards

strengthening and further

embedding risk management

practices throughout the

business, building upon risk

management enhancements

in FY23.

In FY24 our focus was to further embed the

ownership of risk throughout the business and to

improve our risk governance practices through:

• redefining risk-related roles and responsibilities,

from Board oversight through to specific

key risk ownership at management level,

ensuring risk accountability at all levels of

the organisation;

• redefining and enhancing the monitoring

and reporting of our top risks (previously

called ‘principal risks’), as well as further

assessment of our climate-related risks

and opportunities; and

• introducing a quarterly executive-level

risk management forum to further align

risk management to strategic planning

and decision-making.

Further details about Serko’s risk management

approach and a list of summarised, grouped

top risks can be found in the Corporate

Governance Statement in our Annual Report

available at www.serko.com/investors.

Climate-related risks and opportunities are

also described in Appendix 1 of this Report.

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05. Governance

Improving stakeholder

engagement

The Board placed a strong

focus during the year on

strengthening engagement

with our key stakeholders,

to better understand what

is important to them and to

ensure that we are setting

and meeting appropriate

expectations.

This work has included

two key initiatives:

Governance Roadshows

In addition to our regular financial results

roadshows, we conducted our first governance

roadshow, where our Chair, Claudia Batten, and

Non-executive Director, Jan Dawson, met with key

stakeholders (shareholders and industry bodies)

to discuss areas of focus for the Board and gain

a greater insight into the issues and expectations

of these groups.

What we have learned from these sessions is

the more engagement, the better. The feedback

we received was resoundingly positive, with

stakeholders appreciating that we wanted to

hear directly about what’s important to them,

as well as the issues they are grappling with.

We will be using these insights to further

enhance our stakeholder communications and

will continue with these governance roadshows

in FY25 and beyond.

We are also planning to hold an Investor Day

later in FY25. We will provide details to the

market in due course.

Materiality Assessment

With the help of a specialist consultancy firm,

we also undertook a materiality assessment to

enable us to better understand and prioritise

the environmental, social, governance and

commercial areas that matter most to our

stakeholders and to the business.

This assessment, which identified and ranked

the material topics important to our stakeholders

and Serko, enables us to focus our strategy on

areas that will have the greatest impact and

also to communicate with our stakeholders

more effectively.

A summary of outcomes from the

assessment is provided on pages 5 – 6.

Claudia Batten, Chair and

Darrin Grafton, CEO and Co-founder

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Appendix

Section 06

39

06. Appendix

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06. Appendix06. Appendix

Appendix 1

Climate-related

disclosures

Prepared in accordance with the

Aotearoa New Zealand Climate Standards

For the period: 1 April 2023 – 31 March 2024

Disclaimer:

This report contains current and forward-looking information that is based on estimates, assumptions and incomplete

data, as well as our judgements about the future effects of climate change and its impacts on Serko’s business, based on its

understanding as at the date of this report. While Serko has obtained the information included within this report from sources

that it believes to be reliable as at the date of preparation, it cautions reliance being placed on information that is subject to

significant uncertainties and assumptions.

Forward looking statements, including climate related scenarios, targets, risks and opportunities, anticipated impacts,

statements of Serko’s future intentions, estimates and judgements are based on assumptions that are inherently uncertain and

likely to change over time. These forward-looking statements should not be taken as guarantees of future performance and

there are many factors that could cause the outcomes to differ materially from that described, including factors outside of

Serko’s control. Serko's actual performance against its climate-related targets, the strategies that it adopts, and its climate-

related risks and opportunities, may not eventuate or may be materially different than anticipated.

Serko does not represent that the forward-looking statements in this report will not change following publication of this

report, and gives no undertaking to update the information in this report (subject to relevant legal or regulatory requirements).

This report is not an offer or recommendation to invest in, distribute or purchase financial products. Nothing in this report

should be interpreted as advice, whether investment, legal, financial, tax or otherwise.

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06. Appendix

Climate-related disclosures

Statement of Compliance

Serko is a climate-reporting entity

under the Financial Markets Conduct

Act 2013. Our inaugural mandatory

climate-related disclosures cover

our progress between 1 April 2023

and 31 March 2024 and comply with

the Aotearoa New Zealand Climate

Standards issued by the External

Reporting Board (Climate Standards).

All figures and commentary relate to

the full year ended 31 March 2024,

unless otherwise indicated.

In preparing its climate-related disclosures,

Serko has elected to rely on the following

adoption provisions to ensure compliance

with the Climate Standards:

• Adoption Provisions 1 and 2: Current

and anticipated financial impacts

While quantitative data has not been provided

(as there are a large range of possible

outcomes for physical and transitional risks

that make financial modelling complex and

challenging), a qualitative description of the

current and anticipated financial impacts has

been provided.

• Adoption Provision 3: Transition planning

A description of our progress towards

developing our transition plan can be

found on page 53.

• Adoption Provision 4: Scope 3 GHG emissions

We have included reporting on upstream

emissions subset of Scope 3 but

have not incorporated downstream

emissions information.

• Adoption provision 6: Comparatives

While two years of comparatives are provided,

we have set our baseline year as FY23, due to

the pandemic-related disruption to business

activities (including business travel) in FY22.

• Adoption Provision 7: Analysis of trends

We have included two years of comparatives

but are still building our understanding on the

trends and wider impacts of these metrics.

In preparing our disclosures and assessing

the materiality of climate-related matters,

we have had regard to whether such matters

would reasonably be expected to influence

decisions that our primary users make. We

consider our primary users to be existing and

potential investors, our customers (including

travel management companies and direct

customers) and end users of our travel

management and expense platforms.

This report has been approved

by the Board on 28 May 2024

and is signed on behalf of the

Board by Claudia Batten (Chair)

and Jan Dawson (Chair of the

Audit, Risk and Sustainability

Committee).

Claudia Batten

Chair

Jan Dawson

Chair of the Audit, Risk and

Sustainability Committee

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06. Appendix

42

Climate governance

Board oversight

Serko’s Board has the ultimate

responsibility for overseeing Serko’s strategy,

which incorporates environmental, social and

governance (ESG) elements. It is responsible

for setting and overseeing the achievement

of metrics and targets and for managing our

climate-related matters.

Climate-related risks and opportunities are not

presently considered on a stand-alone basis

within Serko’s strategy. They sit within the

broader Serko risk management framework,

which intersects with Serko’s strategy-setting

process. The Board is responsible for approving

the risk management framework, which is used

to identify, assess and manage the Company’s

risks (including climate-related risks). It also

approves the broader Serko strategy, which

considers our ESG roadmap and related

focus areas.

The Board is supported by the Audit, Risk &

Sustainability Committee (ARSC), to which it

has delegated oversight of sustainability matters.

The ARSC ensures Serko has an effective ESG

Programme. As part of this, it oversees climate-

related risk management, monitors progress

against climate-related targets and metrics;

and oversees compliance with climate-disclosure

reporting requirements.

Risk and ESG matters (which may include

climate-related risks and opportunities) are a

standing agenda item at each ARSC (held four

times a year), with reporting from the Executive

Team and/or ESG Steering Committee, with

inputs from the Climate Disclosure Working

Group. From FY25, there will be dedicated half-

yearly reporting to the ARSC on climate-related

risk, opportunities, metrics and targets.

The ARSC makes recommendations to the Board

on relevant climate-related matters and provides

the Board with updates and the Committee

minutes after each Committee meeting.

The Board continually evaluates whether it

has the appropriate competencies and skills to

oversee and govern the Company. It uses a skills

matrix to assist with this process, which includes

consideration of climate-related competencies.

A summary of our skills matrix is available in our

Annual Report and on www.serko.com/investors.

Climate-related performance metrics are not

currently incorporated into remuneration policies.

However, the People, Remuneration and Culture

Committee sets and regularly reviews Serko’s

remuneration policies and practices to ensure

they are consistent with the Company’s strategic

goals and are incorporated into short-term and

long-term incentives.

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06. Appendix

Management accountability

Accountability for the day-to-day management

of ESG matters, including sustainability matters

and management of climate-related risks and

opportunities, ultimately sits with the CEO

and the Executive team.

Serko’s risk management framework ensures

climate-related risk and opportunity identification,

assessment and monitoring is consistent with

other types of risk and opportunity management

and that climate-related discussions are built

into the Company’s day-to-day operations. In

this regard, the Executive team is informed

about, makes decisions on, and monitors climate-

related risks and considers opportunities through:

• consideration of the risk management

framework in strategy development, capital

deployment and funding decisions;

• quarterly reviews of top risks which

may include climate-related risks; and

• development of controls, processes and

practices to manage and monitor risks

within the approved risk appetite.

The ESG Steering Committee (‘ESG

SteerCo’) further supports the day-to-day

management of climate-related risks and

opportunities. It comprises executive and

leadership-level sponsors with the Chief

Financial Officer (CFO) as lead sponsor

and Chair. The ESG SteerCo is responsible

for developing and ensuring the execution

of Serko’s ESG Programme. It meets

every second month to consider the ESG

Programme and makes day-to-day decisions

within delegated authority limits. It reports to the

ARSC on ESG-related matters which may include

climate-related matters at each ARSC meeting.

The ESG SteerCo is supported by cross-

functional specialists (including the Climate

Disclosure Working Group, which oversees the

development of climate-related disclosures)

who manage the day-to-day implementation

of Serko’s ESG programme, manage climate-

related risks and execute against climate-

related opportunities.

Serko Board

Overall oversight of all climate-related matters:

• Considers climate-related risks and opportunities (as part of broader Risk Management Framework)

when setting Serko’s strategy

• Approves climate-related metrics and targets

• Ensures appropriate skills and competencies at the Board level to oversee climate-related

risks and opportunities

Audit, Risk & Sustainability Committee

Supports the Board in oversight of:

• Climate-related risks and opportunities

• Progress against targets

• Compliance with climate-related disclosure obligations

• Effective development and execution of the ESG Programme

Executive Team

Overall responsibility for climate strategy, risk and opportunities. Supported by the ESG SteerCo

ESG SteerCo

Executive and Leadership team responsible for development, execution,

embedding and championing the ESG programme. Report to the ARSC on risk and ESG-related

matters at each meeting

Cross Functional Team

Responsible for day-to-day implementation and risk management. Includes the Climate

Disclosure Working Group. Provide inputs to the ESG SteerCo to enable accurate reporting

up to the ARSC

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06. Appendix

Strategy

Current climate-related impacts

Serko recognises the impacts of climate change across

the globe. While our business is fortunate to have been

minimally impacted to date, we expect this to change

over time, with the level of impact depending on the

global warming trajectory.

Serko's climate-related risks and opportunities,

as well as the anticipated impacts against each

scenario, are set out on pages 48 – 52.

Over the past 18 months, climate-related events

have included:

• Extreme weather events: Over the past 18 months

these events included significant flooding in

Auckland and the impacts of Cyclone Gabrielle

across New Zealand. These have had no significant

impact on Serko's operations.

• Climate-related disclosure requirements: Over the

past 12 months this has led to the upskilling of Serko

team members with climate change considerations

becoming more broadly considered in the business

alongside investment in external support and advice 

to ensure compliance.

• Carbon pricing: The 2023 World Bank Carbon Pricing

report states that governments are prioritising direct

carbon pricing policies to reduce emissions, even in

difficult economic times. Serko to date cannot attribute

any hosting and infrastructure price increases directly to

the transition to a low carbon economy but we do believe

this to be a factor, in addition to economic turmoil and

geopolitical instability.

• Supply chain disruptions: The COVID-19 pandemic and

subsequent global inflation have demonstrated the size

and speed of impacts on supply chains across physical

goods movements, computer chipset shortages for IT

equipment and labour skillset pools. There have been

minimal disruptions over the past 12 months but we

anticipate climate related events could be a key risk

to the global supply chain.

• Business travel demand: We saw minimal impacts

on demand for business travel in the past 12 months.

Demand for business travel is forecast to continue

growing in the short to medium term, with GBTA 2024

poll results¹ stating that 83% of travel buyers surveyed

say their 2023 global business travel bookings increased

and 67% expect their company’s travel spend to increase

in 2024 versus 2023. Serko monitors business travel

demand as part of its normal operations to ensure we

are well positioned for any changes.

¹ Business Travel Industry Anticipates a Strong but Challenging 2024 According to Latest GBTA Poll — Global Business Travel Association—GBTA.

44

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06. Appendix

Scenario analysis undertaken

During FY24, we completed scenario analysis

to further identify Serko’s climate-related risks

and opportunities and better understand the

resilience of our business model and strategy.

The work was led by the Climate Disclosure

Working Group and supported by the ESG

SteerCo. In developing the scenarios, we

considered the representative concentration

warming pathways ('RCPs') established by

the Intergovernmental Panel on Climate

Change ('IPCC') 6th assessment 2021 and

the Shared Socio-economic Pathways ('SSP')

scenarios relevant for New Zealand. Due to

the small size of the Technology/Travel sector

in New Zealand, Serko could not participate

in sector analysis, however, we reviewed and

considered the scenarios chosen by companies

in the closest sectors in determining the

most appropriate scenarios for Serko.

We analysed three different scenarios, which

we believe represent appropriate descriptions

of how the future may develop, relevant to our

industry and business. In Table 1: Scenario

overview (pages 46 – 47), we have described

the characteristics of each scenario, which have

provided underlying assumptions for our risk

cover a range of both transitional and physical

outcomes that capture the key impacts and

uncertainties of relevance to the travel software

sector. The scenario analysis undertaken

considered the risks and opportunities most

relevant to Serko and with the potential to

have the most impact.

From this analysis under Serko’s planning

horizon, we identified that the likelihood of

transitional risks is expected to have an inverse

relationship with the likelihood of physical risks.

analysis. Our recommended scenarios have

been considered and endorsed by the ARSC

(with formal approval by the Board). They are

summarised below, with the graph describing the

IPCC anticipated trajectory of carbon emissions

for each scenario.

We have used these temperature scenarios to

challenge our business model and strategy. They

align with the NZ CS requirement to include at

least one 1.5 ̊C scenario and at least one 3 ̊C

or greater scenario. The different scenarios

01

An optimistic scenario

assumed the conditions under SSP1-1.9

(average warming of 1.5°C by 2100)

02

A disorderly scenario

assumed the conditions under SSP2-4.5

(average warming of 2.7°C by 2100)

03

A regional rivalry scenario

assumed the conditions under SSP3-7.0

(average warming of 3.6°C by 2100)

Where governments intervene more to prevent

climate change, there will be a higher likelihood

of impacts from transitional risks, including a

potential reduction in travel demand. If these

interventions are successful, the peak climate

warming will be less and therefore having a

lower likelihood of physical risks eventuating.

Alternately, if governments do not intervene or

have less effective change policies, there will be

a higher likelihood of impacts from physical risks

with higher peak temperature outcomes.

Carbon dioxide variation in IPCC

100

20152050

Carbon Dioxide (GtCO

2

/yr)

2100

80

60

40

20

0

-20

SSP3-7.0

SSP2-4.5

SSP1-1.9

Serko’s planning

horizon

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06. Appendix

Table 1: Scenario overview

Characteristics

Optimistic

Average warming of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry

Average warming of 3.6°C by 2100

Ref: SSP3-7.0

Environmental

• More frequent severe weather events but the world has

avoided the worst consequences of climate change

• 10-year precipitation events will likely occur 1.5

times more (+10.5% wetter)

1

• More significant weather impacts globally

• 10-year precipitation events will likely occur 1.7 times

more (+14.0% wetter)

1

• CO2 emissions hover around current levels before beginning to

decline by mid-century

• Weather impacts continue to worsen, even move

disruptive and damaging

• 10-year precipitation events will likely occur 2.7 times

more (+30.2% wetter)

1

• CO2 emissions and temperatures continue to rise, with CO2

emissions almost doubling from current levels by 2100

Policy

• Strong and aligned government intervention with

ambitious sustainability targets

• Policies promote decarbonisation and more

sustainable practices

• Uneven government intervention consistent

with historical trends

• Policies that prioritise political stability and economic growth;

fewer policies focused on sustainability and decarbonisation

• Little to no significant government intervention, bringing

no impactful change to temperature trajectory

• Policies prioritise minimising impacts of weather

and climate events

Socio-economic

• More environmentally friendly practices, with focus

shifting from economic growth to general wellbeing

• Investments in education and health increase

and inequality decreases. Lowest health and

wellbeing impacts

• Socio-economic factors follow historical trends,

with no significant change

• Slower progress toward sustainability with disparate

development and income growth

• Moderate health and wellbeing impacts

• Slow adoption of environmentally friendly practices 

• Highest health and wellbeing impacts

• Countries more competitive with each other,

prioritising national and food security

Technological

• Rapid technological change focused on

decarbonisation and sustainable practices

• Technology change is slow to start and focused on short

term challenges, with speed of change relative to level of

policy intervention

• Technology change focused on maximising energy

resources rather than sustainable practices

Environmental

Policy

Socio-economic

Technological

1

Full reference: Climate Change 2021: The Physical Science Basis. Contribution of Working Group I to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change [Masson-Delmotte, V., P. Zhai, A. Pirani, S.L. Connors, C. Péan, S. Berger, N. Caud, Y. Chen, L. Goldfarb, M.I.

Gomis, M. Huang, K. Leitzell, E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T. Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 3−32, doi:10.1017/9781009157896.001.

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Table 1: Scenario overview (continued)

Optimistic

Average warming of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry

Average warming of 3.6°C by 2100

Ref: SSP3-7.0

This scenario focuses on achieving the Paris Agreement’s

goal of limiting global warming to 1.5ºC above pre-industrial

levels by the end of the century.

It involves a high degree of regulatory change supporting

ambitious climate policies aimed at net-zero emissions. Focus

is on sustainable decarbonisation practices across all sectors,

and everyone is expected to play their part.

Policies aimed at reducing inequality and improving health,

wellbeing and education is also prioritised, including protecting

vulnerable populations from the impact of climate change.

As policy intervention grows, consumers and businesses

rapidly move to prioritise change, including a focus on more

sustainable solutions and practices. Travel sector participants

develop preferences for more sustainable transport and

accommodation options.

Technologies supporting decarbonisation and sustainable

practices are rapidly advanced. This includes environmentally

friendly technologies, renewable energies and decarbonisation

of transport.

This scenario follows historic patterns, with CO

2

emissions remaining

at current levels until 2050, when green energy starts driving a decline.

Technology advancements focused on sustainable practices and

solutions begin to accelerate after 2030, as decarbonisation policies

are embedded.

Regulatory intervention occurs more slowly and inconsistently

around the world. Policy focus is initially on maintaining market stability

and economic growth, and the introduction of decarbonisation policies

is slow until 2030. The resulting changes are more rapid and costly

to implement.

Socio-economic inequities mean inconsistent access to

new technologies and sustainable practices. Early adopters get more

opportunities, while late movers face increased cost and competition.

A lack of action through the 2020s results in more extreme weather

patterns. With weather-related events occurring more often

prioritisation is given to adaption and protecting vulnerable populations.

Travel sector participants will require greater flexibility as they see

increased disruption from weather events on a more frequent basis

but slower regulatory intervention will also reduce requirements for

sustainable travel options in the short to medium term.

This scenario sees continued rise in temperatures and

emissions, with CO2 emissions doubling by the end of

the century.

The trend toward nationalism continues, with governments

focusing their attention on nation-serving behaviours. Security

of food and resources, such as water and energy, is prioritised.

Competition for scarce resources increases, along with increased

constraints on international trade and technology transfer.

Sustainable practices are de-emphasised as priority is given

to production. While consumers and markets remain interested

in climate change, a lack of policy settings does not support

significant mitigation.

With emissions continuing to grow unabated, there are

significant shifts in climate patterns and extreme weather events.

Consequently, the focus turns to adaptation and response to

climate-related events.

This would be the most disruptive scenario to the travel sector

in the very long term. Extreme weather events have become

more common in driving uncertainty around successful travel

outcomes. This can lead to significant increases in cost, as the

travel industry works to adapt to climate-related events resulting

in customers prioritising non-travel options.

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06. Appendix

Climate-related risks

& opportunities

Serko is committed to proactively and

consistently identifying and managing risk,

including climate-related risks and opportunities.

We recognise that the global understanding of

climate change and its impacts continues to

evolve and mature with more data, regulation

and shifts in attitudes and recognition.

Climate-related risk and opportunity identification

is integrated into our business risk process

and aligned with our overall risk management

framework to ensure consistency and

engagement. The enterprise risk management

framework directly impacts and feeds into the

development and implementation of Serko’s

broader enterprise strategy, capital deployment

and funding decisions.

Our identified climate-related risks and

opportunities have been assessed to current

physical and transition impacts, both in regard

to severity and time horizon.

Time horizons

We have aligned the time horizons used in our climate-

related assessments with those used for Serko’s business

modelling, strategic planning, capital deployment decisions

and asset management.

Serko is a company in growth. Operating in the travel technology

space means we are in a rapidly changing landscape where it is

important to maintain the agility to respond to market trends and

opportunities. Serko’s primary assets are technology and customer

relationships. Serko amortises internally developed software over

three to five years. Key customer relationships are typically not

included in the financial statements but are reflected in contracts

that are typically three to five years in duration.

Materiality of impacts

In determining severity of impacts, we have aligned the

definition of impacts with Serko’s risk management framework.

Each category includes a range of criteria, including a financial

impact range, reflecting the level of materiality to the business.

These ranges are applied to the impact assessments for the

climate-related risks and opportunities.

In some cases, climate-related financial impact is harder to

quantify due to challenges in attributing a business impact directly

to a climate-related risk or cause. For example, pricing increases

for hosting, infrastructure and travel content are due to several

known factors including (but not limited to) economic turmoil,

geopolitical instability and inflation, as well as climate-related.

High-level impact description

Severe

Critical functions of Serko are affected, limiting

the ability to operate

Major

Multiple functions of Serko are affected, limiting

the organisation’s ability to meet one or more

strategic objectives

Moderate

Effects are limited to a single operational area

Minor

Unlikely to impact on the effective operation of Serko

Time horizons for assessing climate-related risks & opportunities

Short term

< 1 year

Aligns with the length of time covered

by Serko’s budget planning cycle

Medium term

1-3 years

Reflects the length of most managed

customer contracts and asset

amortisation

Long term

3-5 years

Reflects the length of key partner

contract

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06. Appendix

Anticipated Future Impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Transitional Risk CR001: Unable to meet customer demands for more sustainable options

Demand for sustainable options is expected to grow

in the medium term, creating a risk that Serko cannot

deliver new products, solutions or supporting data

to match the pace of growth. Resulting in:

• loss of customers;

• loss of revenues; and

• reputational impact.

11

3

112111

• Serko is currently able to meet current customer demand

and continues to invest in new product development

• Working with customers to monitor demand trends

and customer preferences

• Product Roadmap regularly updated to ensure appropriate

response is planned and prioritised if required

• Capital available to invest in additional capability as required

• Ongoing market scanning by Product and Commercial teams

to monitor trends and consider new and innovative solutions

and enhancements

Transitional Risk CR002: Price increases for travel content

Regulatory change supporting decarbonisation may

require more costly sustainable options, which leads

to higher prices.

• Increased low-carbon content requirement.

• Reduced revenues from lower transaction volumes.

• Reduced margins from higher costs.

11

3

112111

• Monitor whilst continuing to increase content across

low-carbon options

Short term

< 1 year

Medium term

1-3 years

Long term

3-5 years

4

Severe

3

Major

2

Moderate

1

Minor

Key:

Time horizons

High-level impact description

Physical Risk: Risks related to the

physical impacts of climate change,

such as extreme weather events or

change in weather patterns.

Transitional Risk: Risks related to

the transition to a low-emissions,

climate-resilient global and

domestic economy, such as policy,

legal, technology, market and

reputation changes associated

with the mitigation and adaptation

requirements relating to climate

change.

Table 2: Grouped climate risks and opportunities determined to be most relevant, with anticipated impacts

Serko recognises the impacts of climate change across the globe and that this will continue over a significant timeframe, with the level of impact depending on the global warming trajectory.

The timeframes used here are based on business modelling, strategic planning, capital deployment decisions and asset management. Refer to page 48 for more detail on this.

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Anticipated Future Impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Transitional Risk CR003: Cost increases for hosting infrastructure

As governments prioritise direct carbon policies to

reduce emissions, this is likely to impact the costs of

hosting infrastructure that supports Serko’s platforms.

Impact to Serko:

• Price increases (to offset cost increases)

or reduced margins.

• Reduced revenues from lower transaction volumes.

112112112

• Infrastructure Optimisation initiative — continued focus

on improving the efficiency of Serko’s server and hosting

infrastructure

• Ongoing monitoring of costs

Transitional Risk CR004: Long term reduction in demand

Growing awareness of carbon emissions and/or

regulations lead customers to choose not to travel

or travel less. The result of which will cause:

• reduced revenue from lower volumes; and

• reduced revenue as customers make

lower-value choices.

11

3112

111

• Ongoing monitoring of customer preference trends

• Ongoing environmental scanning around regulatory changes,

corporate responses, geopolitical issues and weather events —

all of which impact travel decisions

• Continued investigation of product opportunities to meet

emerging customer preferences

Short term

< 1 year

Medium term

1-3 years

Long term

3-5 years

4

Severe

3

Major

2

Moderate

1

Minor

Key:

Time horizons

High-level impact description

Physical Risk: Risks related to the

physical impacts of climate change,

such as extreme weather events or

change in weather patterns.

Transitional Risk: Risks related to

the transition to a low-emissions,

climate-resilient global and

domestic economy, such as policy,

legal, technology, market and

reputation changes associated

with the mitigation and adaptation

requirements relating to climate

change.

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Key:

Anticipated future impact

Optimistic

Average warming

of 1.5°C by 2100

Ref: SSP1-1.9

Disorderly

Average warming

of 2.7°C by 2100

Ref: SSP2-4.5

Regional rivalry

Average warming

of 3.6°C by 2100

Ref: SSP3-7.0

Strategy to address risk

Time horizon

Physical Risk CR005: Supply chain and business continuity disruption caused by extreme weather events

Extreme weather events cause disruptions to supply

chain and business continuity for customers and

significant travel disruption for travellers. Impacting

Serko’s supply chain with:

• disrupted supply/outages of key infrastructure

(data centres, power, water etc.);

• increased costs as suppliers build resilience;

• increased supply lead times; and

• business disruption if access to offices or systems

are impacted.

111111111

• Business continuity planning and processes

• Disaster recovery planning and processes, including site checks

• Increased ways of working (remote working)

• Build strong supplier relationships, monitoring suppliers costs

• Consider other expense reduction opportunities to mitigate

impact of unavoidable expenses

Physical Risk CR006: Travel disruption caused by extreme weather events

Extreme weather events cause significant travel

disruption for travellers, including route changes,

airport closures. Leading to:

• higher transaction costs as customers reschedule;

• cancellation revenue/cost impact; and

• increased operating costs to support weather event.

111111111

• Increased functionality and capability to support travellers

to make flight changes with ease

• Additional content to enable travellers to make changes and

alternative arrangements as required (see opportunities)

• Ongoing monitoring to understand supply chain activity and

commitments to improve operational resilience and adapt quickly

to the predicted effects of climate change ²

Short term

< 1 year

Medium term

1-3 years

Long term

3-5 years

Time horizons

4

Severe

3

Major

2

Moderate

1

Minor

High-level impact description

Physical Risk: Risks related to the

physical impacts of climate change,

such as extreme weather events or

change in weather patterns.

Transitional Risk: Risks related to

the transition to a low-emissions,

climate-resilient global and

domestic economy, such as policy,

legal, technology, market and

reputation changes associated

with the mitigation and adaptation

requirements relating to climate

change.

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06. Appendix

Opportunities

OpportunityAnticipated future impacts Time horizonStrategy to address opportunity

Product development

Providing more options for sustainable travel

New products, enhancements and data allow

customers to make informed choices about

travel and carbon-offsetting options

• New product options drive increased

transaction volumes

• Increased revenue

• Customer support and growth

• Continued monitoring of traveller preferences

• Continued development of existing sustainability focused

product options as required

• Product Roadmap to include sustainability functionality/content

when required to meet customer requirements

Clean supply chain

Demonstrate commitment and action

Ensuring a clean, sustainable supply chain

will lead to lower carbon footprint

• Reduced emissions

• Positive customer perceptions/loyalty

• Positive revenue impact

• Reputation and brand

• Business Partner Code introduced

• Screening of business partners (risk and sanctions)

• Compliance auditing in place

Share our sustainability journey

Engaging and authentic communications that

enable stakeholders to connect with Serko about

its sustainability journey

• Reputation and brand

• Attract/retain customers

• Attract/retain employees

• Investor support

• Continued improvement in ESG reporting and disclosures

• Stakeholder engagement plans and initiatives

• Focus on improving preparedness to respond to information

requests from customers/potential customers

• Share Serko's sustainability efforts with employees,

bringing all on the journey

Reduce carbon footprint

Achieve carbon-reduction improvements

• Improved emissions intensity

• Reputational benefit

• Operating cost benefit

• Infrastructure optimisation initiative focusing on improved

efficiency of server and hosting infrastructure

• Serko’s primary cloud hosting partner, Microsoft, have stated

their aim to be carbon negative by 2030

Key:

Short term

< 1 year

Medium term

1-3 years

Long term

3-5 years

Time horizons

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06. Appendix

As noted in the risk and opportunity tables,

Serko’s strategies to mitigate risk and capture

opportunities are based around product

development, market knowledge and business

resilience. These are consistent with our

wider business strategy.

Serko has not developed a transition plan to

an extent that would fully meet the requirements

of NZ CS 1 and therefore has applied Adoption

Provision 3 (paragraph 15), which provides an

exemption in the first reporting period from the

requirements to disclose the transition plan

aspects of an entity’s strategy. This includes

how its business model and strategy might

change to address its climate-related risks

and opportunities and how the transition plan

aspects of its strategy are aligned with its

internal capital deployment and funding

decision-making processes.

As part of this development work an internal

carbon price has been set at $60 per metric

tonne of CO2e, which applies a cost to each

tonne of CO2e emitted. This price helps inform

the type of flights and vehicles they choose.

We also developed Mission Zero in FY22,

which is designed to help customers drive more

sustainable buying behaviour. Mission Zero

is built around the principles of real-time data,

informed choice, visibility of environmental

impacts and opportunity for customers to

achieve a net-zero impact. While we have made

a solid start with Mission Zero, there is still

work to do in supporting our customers on their

sustainability journey.

We partnered with Tasman Environmental

Markets (TEM) in FY22 to integrate BlueHalo,

a technology solution that facilitates carbon

reporting and provides the option for

mutual customers to purchase offsets. This

enables travellers, including Serko’s own

employees, to make responsible and informed

choices. We continue to review our carbon

offset arrangements to ensure that any actions

we take to offset our emissions deliver a long-

term meaningful and sustainable difference.

operating plans, investment spend and the

direction of funds into decarbonisation solutions

and avoidance measures. Serko has ringfenced

specific internal funds based on this price and

our current tCO2e emissions to fund sustainable

activity to support the offset of our emissions

in a long-term meaningful way.

Nonetheless, we can demonstrate progress

towards developing the transition plan aspects

of our strategy through a number of actions

and initiatives that are part of our day-to-day

operations. These include ESG workplans with

climate-related metrics and climate-related

risks being considered as part of Serko’s overall

risk management processes. To ensure we

have alignment between our future plans and

investment strategy we have not made any

capital investment in FY24 toward climate-related

risks and opportunities, while we are working

towards Serko's transition plan.

Sustainability focused product options are

already built into Serko’s platforms, enabling

travellers to make informed choices about

Positioning for transition to a

low-emissions, climate-resilient

future state

Serko has been measuring its emissions for the

past two years, although we have elected to use

FY23 as our baseline year due to the pandemic-

related impacts on business activities, such

as travel, in FY22. We have identified carbon-

intensity reduction targets and our actions

to achieve these targets form part of several

strategic initiatives, including our Infrastructure

optimisation initiative and our Product Roadmap.

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54

Risk management

As previously noted, climate-related risks

are managed within Serko’s risk management

framework (risk framework) with implementation

and monitoring overseen by the ARSC.

The risk framework documents processes for

identifying and managing risks at Serko and for

achieving the compliance objectives set out in

the risk framework, including climate-related

risks and opportunities. The risk framework is

embedded into our day-to-day business practices

through governance, policies and processes.

The materiality and time horizons considered

when assessing climate-related risk are

described on pages 48 – 52 and are consistent

with the wider risk framework.

Serko uses both a ‘top-down’ and ‘bottom-up’

approach for risk and opportunity identification,

ensuring risk is everyone’s responsibility and

that all have the ability to raise business risks

and opportunities. All material parts of Serko's

value chain are considered when identifying risks

and opportunities, with the first part of Serko's

risk management process requiring that the

internal and external context must be considered.

All identified risks and opportunities are assigned

an owner who is responsible for their assessment

and management on a day-to-day basis. It is

required that all risks are reassessed after any

significant change and at least annually.

‘Top Risks’ are identified as business critical with

a critical/high residual rating. The ARSC can use

its discretion to add a lower-rated risk to the top

risk group should it believe visibility at Committee

level is required. This could be due to any number

of internal or external factors meaning that the

risk requires increased visibility/scrutiny. During

the reporting period, Serko’s climate-related risks

were not currently considered to be top risks.

Climate-related risk &

opportunity development

In the past year, we have made significant

progress in better understanding our climate-

related risks and opportunities, including the

potential impact across the chosen scenarios

and the time horizon in which they impact.

A shortlist of grouped risks and opportunities

is provided on pages 48 – 52.

Serko’s climate-related risks and opportunities

are discussed at the appropriate ESG working

groups and are reported to the ESG SteerCo.

To the extent that any climate-related risks

become top risks, they will be reviewed at

a quarterly Risk Forum held with Serko’s

Executive team and reported to the quarterly

ARSC. Refer to page 42 and page 69 for

Board and Committee responsibilities.

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55

Metric and targets

Serko has been measuring

carbon emissions since FY22;

however, we have elected to

use FY23 as our baseline year

for assessing appropriate

metrics and targets for the

management of our carbon

emissions. This is due to the

pandemic-related impacts

on business activities,

such as travel, in FY22.

Over the past year we have focused

on identifying the appropriate metrics

and targets to use to measure and

manage Serko’s climate-related

risks and opportunities.

Industry-based metrics & targets

There is a shared commitment with our

customers to enable them to make sustainable

travel choices. However, there is not yet a

generally accepted industry definition of

'sustainable'. We recognise that sustainability is

a spectrum and not a binary state and will evolve

over time and reflect our sustainability journey.

As this develops, we will work with our key

stakeholders to develop common targets and

metrics for our sector. When agreed, these

will be introduced. It is likely that they will

be focused on bookings for sustainable

options across flights, accommodation,

car rental and other transport.

Our targets

As a growth company, our key intensity metric

will be greenhouse gas (GHG) emissions relative

to total income (tCO2e per $m of total income).

We have set our target to achieve more than a

30.6% reduction in tCO2e per $m of total income

across our Scope 1 and 2 emissions by FY28,

against our FY23 emissions baseline. This target

has considered some of the Science Based

Targets Initiative (SBTI) ICT sector guidance but it

is not validated by the SBTI and does not rely on

any methods or opinions from external parties.

Serko will work towards increasing our efficiency

of its Scope 1 and 2 carbon emissions relative

to income while accounting for our anticipated

economic growth. As we move towards achieving

this target, we will see growth in our absolute

tC0

2

e emissions (by scaling up and growing our

business). However, it will result in us generating

a lower rate of Scope 1 and 2 emissions relative

to our financial scale — ultimately driving more

efficiencies as we grow.

With most of our operational emissions

generated from energy consumption

(through our office spaces and data centres)

and employee business travel (mainly air),

we have focused first on these areas as

opportunities to reduce emission intensity.

However, while we are focused on achieving

our GHG emissions targets, we note that,

given our business model as a provider

of SaaS travel platforms, this contribution

is not likely to materially impact limiting

global warming to 1.5°C.

55

30.6%

Reduction in

tCO

2

e per $m

of Total Income

across our Scope

1 and 2 emissions

by 2028

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06. Appendix

For power use associated with the offices

in Australia and China, data from 

carbonfootprint.com was used.

Our FY24 GHG inventory has been limited

assurance reviewed by Deloitte against the

Greenhouse Gas Protocol, in accordance with:

• the International Standards on Assurance

Engagements (NZ) 3000: Assurance

Engagements Other than Audits or Reviews

of Historical Financial Information (‘ISAE

(NZ) 3000’); and

• the related ISAE 3410: Assurance Engagements

on Greenhouse Gas Statements;

• the International Standard ISO 14064-1

Greenhouse gases—Part 1: Specification

with guidance at the organisation level for

quantification and reporting of greenhouse gas

emissions and removals (‘ISO 14064-1:2018’);

and

• the Greenhouse Gas Protocol: A Corporate

Accounting and Reporting Standard (2004)

(‘the GHG Protocol’).

Serko’s GHG inventory report is provided

in Appendix 2 of this report, which includes

further information on the methodology used

to measure emissions.

Serko is reviewing alternatives to offset its

internal employee travel emissions and ensure

a positive long-term sustainable outcome.

We continue to investigate options to deliver

long-term and meaningful outcomes.

GHG emissions measurement

& assurance

Serko has prepared its GHG inventories

for FY24 in accordance with the requirements

of the Greenhouse Gas Protocol Corporate

Accounting and Reporting Standard and

ISO 14064:2018-1 standard.

An operational control approach was

used to account for emissions. Given the

current structure of the Serko Group, the

financial control approach is likely to have

resulted in a similar boundary and thus a

similar emissions inventory result.

Greenhouse gas emissions results

were calculated using the Ministry for

the Environment Detailed Greenhouse Gas

Reporting 2023 Guidelines for most emissions.

The United States Environmental Protection

2024 GHG Emissions Hub was used for

calculation of emissions associated with

emissions sources in the United States.

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03. Environment

03. Environment

1

Amounts have been rounded.

2

Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number of gases have not

been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.

3

Market-based emissions are calculated using the low carbon attributes of certifications bundled with the consumed electricity. Serko’s New Zealand operations uses 100% certified renewable energy from

Meridian Energy New Zealand.

4

Scope 3 downstream emissions are not included as we estimate these will be de minimus, given that Serko is a provider of SaaS travel platforms and the incremental GHG emissions from end user's

computing time while making a travel booking will be very small and difficult to measure. Serko is also not the supplier of travel for customers who book via our online travel platform.

Table 3: GHG emissions

ScopeEmissions sources

1

FY22FY23

(Baseline year)

FY24Change v FY23

Baseline (%)

Scope 1

Purchased natural gas

66717%

Scope 2

Purchased energy

454841-15%

Scope 3

Azure hosting infrastructure

10911892-22%

Business travel

4430345550%

Staff commuting

13326294%

Working from home

635239-25%

Transmission and distribution losses

22350%

TOTAL

231

50765128%

Total GHG Emissions (location based)

3, 4

28256169925%

Scope 2

Purchased energy (market based)

3330-9%

Total GHG Emissions (market based)

54668826%

Total GHG intensity

(tCO

2

e per $m of total income)

14.9

11.79.8-16%

Total GHG intensity

(tCO

2

e per $m of total income

across Scope 1 and Scope 2 emissions)

2.7

1.10.7

Our performance

Table 3 summarises GHG emissions

data for Serko’s direct emissions, energy

purchased, hosting infrastructure, business

travel, accommodation, employee commuting,

working from home and transmission and

distribution (T&D) losses for the 12 months

to 31 March 2024 (FY24), compared to our

baseline data from FY23.

Our target is to achieve more than a 30.6%

reduction in tCO2e per $m of total income

across our Scope 1 and 2 emissions by FY28,

against our FY23 emissions baseline. This

would result in an improvement in our emissions

intensity from 1.1 to 0.8 Scope 1 and 2 GHG

location-based emissions (t)/Total Income

($m) between FY23 and FY28.

While we will see growth in in our absolute

tC02e emissions (by scaling up and growing our

business) this target improvement will result in

Serko generating a much lower rate of emissions

relative to our financial scale – ultimately

becoming more efficient as we grow.

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06. Appendix

Performance commentary

The differential in emissions between FY23

and FY24 is largely attributable to the growth in

Serko’s business travel as we grow and scale in

the European and US markets.

We continue to work closely with our key

partners based across Australia, Singapore,

Europe and the US and ongoing business travel

plays a critical part in ensuring our respective

management teams remain well connected and

aligned on growth strategies through a balance of

in-person and virtual sessions. We have focused

on improving the efficiency of our hosting

environments, including the Azure Hosting

partnering with Microsoft, which has delivered

a 22% reduction in emissions on the FY23

baseline. Finally, during FY24 we have also placed

emphasis on supporting more of the workforce

back into the office to improve the connection,

wellbeing and productivity of our teams, which

has seen an increase in staff commuting and

reduction in working from home.

As with many technology businesses, our Scope

3 (supply chain) emissions dominate our baseline

footprint, comprising 93% of our total emissions.

The Scope 3 emissions included in Table 3

include upstream emissions only. Downstream

emissions are not included as we estimate these

will be de minimus, given that Serko is a provider

of SaaS travel platforms and the incremental

GHG emissions from end user's computing time

while making a travel booking will be very small

and difficult to measure. Serko is also not the

supplier of travel for customers who book via

our online travel platform. However, the Serko

SaaS booking platforms can have a role to play

in helping to reduce the environmental impact

of our customers activities over time. This can

be achieved over time by providing insight into

travel-related emissions and environmental

impact at point of sale and enabling corporate

travellers to offset their carbon emissions. In

doing so, our travel booking platform can help

to shape user behaviour to encourage lower

impact options and develop more sustainable

travel programs.

Risks & opportunities

For Serko, transitional risks will be moderate

to major in the long term where pricing and

changing customer preferences may lead to

lower overall demand for travel, impacting

Serko’s revenue. A moderate impact may be

up to $2 million impact on revenue (2.9%)

while a major impact could see up to $5 million

revenue loss (7.2%).

As Serko’s business activities provide SaaS

travel platforms, minimal assets and/or business

activities are vulnerable to physical risks. With

hybrid working, Serko does not depend wholly

on leased office environments and our SaaS

platforms are hosted in commercial partner data

centres that manage the physical access and

infrastructure environments. All physical risks

would have minor impact over short, medium

and long-term timeframes, which would be <1%

of revenue where events are unlikely to impact

the effective operation of Serko.

Our product development opportunities

are focused on providing more options for

sustainable travel in the long term and working

to mitigate transitional risks on demand and

pricing. As a result, opportunities are aligned to

the transitional risk impacts, which may be up

to 2.9% for a moderate impact and up to 7.2%

for a major impact. The opportunity to reduce

our carbon footprint through infrastructure

optimisation would be focused on Hosting which

comprises 33% of Serko's Total Third Party Direct

Costs and Other Operating Expenses in FY24.

As noted, climate-related performance metrics

are not currently incorporated into management

remuneration policies. However, the People,

Remuneration and Culture Committee sets and

regularly reviews Serko’s remuneration policies

and practices to ensure they are consistent with

the Company’s strategic goals and incorporated

into short-term and long-term incentives.

Further information on the inclusions and

exclusions in the GHG Emissions Inventory can

be found on pages 63 – 64.

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06. Appendix06. Appendix

Appendix 2

Greenhouse Gas Emissions

Inventory Report

For the period: 1 April 2023 — 31 March 2024

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1. Introduction . . . . . . . . . . . . . . . . . . . . . .61

2. Statement of Intent ...............61

3. Organisational description .........61

Key personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . .61

4. Scope . . . . . . . . . . . . . . . . . . . . . . . . . .62

Organisational boundary . . . . . . . . . . . . . . . . . . .62

Base year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62

Assurance of GHG inventory . . . . . . . . . . . . . . . .63

Greenhouse gas emissions

source inclusions . . . . . . . . . . . . . . . . . . . . . . . . . .63

Greenhouse gas emissions

source exclusions . . . . . . . . . . . . . . . . . . . . . . . . .64

Contents

5. Methodology . . . . . . . . . . . . . . . . . . . .64

Data collection and quantification . . . . . . . . . . .64

6. GHG inventory summary . . . . . . . . . . .67

Reducing our carbon footprint . . . . . . . . . . . . . .68

7. FY24 Limited Assurance Report ....69

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61

This report is the annual greenhouse gas

(GHG) emissions inventory report for Serko

Limited (Serko). The inventory is a complete

and accurate quantification of the amount of

GHG emissions that can be directly attributed

to Serko’s operations within the declared

boundary and scope for the reporting period

of 1 April 2023 to 31 March 2024.

The inventory has been prepared in

accordance with the requirements of

the International Standard ISO 14064- 1

Greenhouse gases – Part 1: Specification

with guidance at the organisation level for

quantification and reporting of greenhouse

gas emissions and removals (‘ISO 14064-

1:2018’), and the Greenhouse Gas Protocol:

A Corporate Accounting and Reporting

Standard (2004) (‘the GHG Protocol’).

This inventory forms part of Serko’s

commitment to measure and manage our

emissions. Serko is committed to operating in

an energy-efficient environment and considers

the management of its GHG emissions to be a

principal component of its environmental and

sustainability objectives. It is our aim to be an

environmentally responsible organisation and

to continue to build an energy conscious culture

within the company.

We aim to balance our environmental and

financial priorities throughout our operations

and meet our regulatory compliance with

existing and future legislative requirements.

Intended users of this report include,

but are not limited to:

• our industry partners and government;

• Serko Strategic Leadership; and

• stakeholders

01

Introduction

02

Statement

of Intent

Serko is an online travel booking

and expense management service for the

business travel market. Serko is headquartered

in New Zealand, with offices across Australia,

China and the United States.

Serko Limited has a number of subsidiaries,

wholly owned and controlled by Serko Limited.

Serko is listed on the New Zealand Stock

Exchange Main Board (NZX:SKO) and Australian

Securities Exchange (ASX:SKO).

Key personnel

Key personnel in preparing the report at Serko

include the CFO, Shane Sampson and supported

by members of the Finance team to lead the data

collection. The report is prepared annually by

the Financial Planning and Analysis (FP&A) team

and reviewed by the Head of FP&A and CFO.

Signatory of the final report is the Chair of Audit,

Risk and Sustainability Committee, Jan Dawson.

03

Organisational

description

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62

06. Appendix

Organisational boundary

Organisational boundaries included in this

reporting period were set with reference to the

methodology described in the GHG Protocol

Standard and ISO 14064-1:2018. An operational

control approach was used to account for

emissions. Given the current structure of Serko

Limited, the financial control approach would

result in the same boundary and the same

emissions inventory result.

All sites were included in measurement;

comprising the head office in Auckland; an office

in Sydney, Australia; an office in Foshan, China; an

office in Xi’an, China, and an office in Minnesota,

United States. Serko India Private Limited is

currently a non-trading company.

Serko is headquartered in New Zealand,

with offices across Australia, China, and the

United States. Serko Limited has a number

of subsidiaries, wholly owned and controlled

by Serko Limited.

04

Scope

Serko

Investments

Limited

(NZ)

Serko

Trustee

Limited

(NZ)

Serko

India Private

Limited

(IN)

InterpIX

Inc

(US)

Serko

Australia Pty

Limited

(AU)

Serko

Inc

(US)

Foshan Sige

Information

Technology

Limited

(China)

Serko Limited

99%

1%

Base year

Serko has used the financial year ending

31 March 2023 as its baseline year for assessing

appropriate metrics and targets for managing

our carbon emissions. The 2023 financial year is

regarded most appropriate as business activity

had largely returned to pre-covid level of activity.

Serko will consider recalculating the base year

if any of the following applies:

• if emissions factors changed substantially

and were relevant to prior years (for example,

if the science behind a factor changed);

• acquisitions including if Serko bought

or sold a business; or

• any new law or regulation that comes into

effect that results in Serko having to measure

any new aspects of its value chain.

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

63

06. Appendix

Table 1: Inclusions in FY24 GHG inventory

GHG protocol emissions source

1

Scope 3 categoryISO 14064-1:2018

Category

2

Inclusions

Direct GHG emissions (Scope 1)

GHG emissions from sources that are

owned or controlled by the Company

Category 1

Direct GHG emissions &

removals

Purchased natural gas

Indirect GHG emissions (Scope 2)

GHG emissions from the generation of purchased

electricity, heat and steam consumed  by the company

Category 2

Indirect GHG emissions

from imported energy

Purchased energy

Indirect GHG emissions (Scope 3)

GHG emissions that occur as a consequence of the

activities of the Company but occur from sources

not owned or controlled by the Company

Category 1

Purchased goods & services

Category 4

Indirect GHG emissions

from products and

organisation uses

Azure hosting

Category 3

Fuel and energy-related activities

T&D Losses (Transmission

& Distribution)

Category 6

Business travel

Category 3

Indirect GHG emissions

from transportation

Business travel

Category 7

Employee commuting

Category 4

As above

Staff commuting

1

GHG Protocol Emissions categories: The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities), 6 (Business

travel) and 7 (Employee commuting). Categories 2 (Capital goods), 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are considered de minimus and have

been excluded. Serko has no leased assets (category 8). Downstream emissions are not included as Serko is not the supplier of travel for customers who book via our online travel platform.

2

ISO 14064-1:2018 categories: Category 5 (Indirect GHG emissions — use of products from the organisation) and Category 6 (Indirect GHG emissions — other sources) are considered

de minimus and have been excluded.

Assurance of GHG

Emissions Inventory

Deloitte Limited has been appointed as the

third-party independent assurance provider for

the Greenhouse Gas Inventory Report for the

financial year ending 31 March 2024. Consistent

with the prior years, a limited level of assurance

has been given by Deloitte Limited over the

Scope 1, 2 and 3 assertions and quantifications

for FY24 included in this report. Please refer to

Appendix 1 for the Assurance Report.

Greenhouse gas emissions

source inclusions

The GHG emissions sources included in this

inventory were identified with reference to the

methodology described in the GHG Protocol

Corporate Standard and ISO 14064-1:2018.

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

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05. Governance

64

05. Governance

64

Greenhouse gas emissions

source exclusions

The following emissions sources have been

identified and excluded from the GHG emissions

inventory. Exclusions are a result of the inability

to obtain data from suppliers within Serko’s value

chain or where raw data is not comprehensive

enough to allow a reliable emissions result to be

produced. Exclusions from Serko’s emissions

profile are as follows:

• Waste and wastewater creation — data

unavailable and expected to be de minimus

• Refrigerants — data unavailable and expected

to be de minimus

• Public transport used on staff and business

travel — data available only by spend and

expected to be de minimus

• Rental cars — data available only by spend

and expected to be de minimus

• Scope 3 downstream emissions — expected to

be de minimus as incremental GHG emissions

from end user's computing time while making

a travel booking will be very small and difficult

to measure. Serko is also not the supplier of

travel for customers who book via our online

travel platform.

Data collection & quantification

We aim to collate relevant information from

the most credible and complete sources of

data to accurately calculate our carbon footprint.

As such, the following data quality hierarchy

(highlighted to the right) was observed in order

of descending preference when selecting

data for collation.

As we continue our climate reporting journey,

we are committed to improving our processes

over time. We seek to gain both a deeper

understanding of our impact on the environment

and how we can better support our customers

to understand their impact of business travel on

the environment. Our GHG inventory records are

stored in secured environments electronically.

Data quality hierarchy:

05

Methodology


1


Direct measurement and reporting

by independent third parties (for

example, supplier invoices)

2

Direct measurement and

internal reporting

3

Calculated estimates based upon

independent reporting methodologies

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

65

06. Appendix

GHG protocol

emissions source

Inclusions Data collection & quantification

Scope 1:

Direct GHG emissions

Purchased natural gasPurchased natural gas consumptions is based only in the US office. Estimates were made since gas usage is included in the rental

payment. Based on confirmation and information on office space and total gas usage obtained from the property manager in the US

office, the estimated gas usage was computed

GHG emissions factor used for the purchase of natural gas is based on the United States Environmental Protection Agency –

GHG Emission Factors Hub pdf published February 2024

Scope 2:

Indirect GHG emissions

Purchased energyReporting of monthly electricity billing for New Zealand and China offices. Estimates were made for the Australia and US offices since

electricity usage is included in the rental payment. Based on confirmation and information on office space and total electricity usage

obtained from the property managers in the Australia and US offices, the estimated energy usage was computed.

GHG emissions factors used for purchased energy is based on the following sources:

• NZ office: NZ emission factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).

• US office: United States Environmental Protection Agency — GHG Emission Factors Hub pdf published February 2024.

• China and Australia office: 2022 Emission Factors Workbook published by Carbon Footprint (updated February 2023).

Scope 3:

Indirect GHG emissions

Azure hostingMicrosoft’s Emissions Dashboard reports total emissions by Serko based on usage for FY24. There is some uncertainty in

the information because this usage is not traceable to the invoice issued by our supplier.

T&D Losses (Transmission

and Distribution)

Electricity Transmission and Distribution losses are estimated based on the electricity usage collected for scope 2 reporting as above.

Table 2: Data collection and quantif ication in FY24 GHG inventory

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66

06. Appendix

GHG protocol

emissions source

Inclusions Data collection & quantification

Scope 3:

Indirect GHG emissions

Business travelReporting of Business travel comes from business travel reimbursement and travel management agency billings, which includes

flight itinerary, hotel nights and hire car usage. The distance is computed based on the itineraries available, which is converted to

equivalent emissions. Taxi and Uber expenditure comes from finance reports and expense claim data

Where information regarding travel activity was insufficient and uncertain, assumptions were used to estimate travel activity using

spend and most frequented travel routes. For accommodation, the number of hotel nights was calculated from an average of nightly

cost and the total spend. Average cost per night was determined based on the country of accommodation

GHG emissions factors used for Business travel is based on the following sources:

• NZ office: NZ emissions factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).

• US office: United States Environmental Protection Agency — GHG Emission Factors Hub pdf published February 2024.

• China and Australia office: 2022 Emission Factors Workbook published by Carbon Footprint (updated February 2023).

Staff commutingHuman Resources (HR) data was used to determine the number of full-time equivalent (FTE) in each location, as well as the approximate distance

they commute to and from the office. HR Survey was conducted to ascertain the typical commuting patterns of staff numbers at the offices

Data uncertainty is due to staff turnover. It was also assumed that all staff would drive to work in a petrol car. The emissions

factor used for this is MFE’s private car 2000-3000cc default petrol

GHG emissions factor for staff commuting and working from home of staff is based on the following sources:

• NZ office: NZ emissions factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).

• Australia, China & USA office: emissions factors used are from the Remote Worker Emissions Methodology White paper

published by Anthesis in February 2021.

Working from home

Table 2: Data collection and quantif ication in FY24 GHG inventory (continued)

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

67

06. Appendix

The total inventory for Serko Limited was

688 tonnes. The Scope and GHG break down

is given in Table 3. Note that for Scope 3,

emissions where a GHG break down was not

given are reported separately — these comprise

data centre emissions from Azure, purchased

energy, accommodation, working from home

and T&D losses.

The differential in emissions between FY23 and

FY24 is largely attributable to increased levels

of employee business travel. As with many

technology businesses, our Scope 3 (supply

chain) emissions dominate our baseline footprint,

comprising 93% of our total emissions.

The Scope 3 emissions included in the Table 3

include upstream emissions only. Downstream

emissions are not included as we estimate these

will be de minimus, given that Serko is a provider

of SaaS travel platforms and the incremental

GHG emissions from end user's computing time

while making a travel booking will be very small

and difficult to measure. Serko is also not the

supplier of travel for customers who book via

our online travel platform.

06

GHG inventory summary

Table 3: GHG inventory by scope and greenhouse gas in tCO

2

e

Emissions Scope

1

CO

2

(kg)

CH

4

(kg CO

2

e)

N

2

O

(kg CO

2

e)

Gas break down

not measured

(kg CO

2

e)

FY24 total

(tCO

2

e)

Scope 1

Purchased natural gas6,68633-7

Scope 2

Purchased energy25,1433228715,44941

Scope 3

Upstream GHG emissions

Azure hosting---92,27992

Business travel 420,8583333,02430,669455

Staff commuting59,6638601,744-62

Working from home31,3334401057,62039

T&D Losses (Transmission & distribution)1,2023231,4743

TOTAL

513,0561,6654,876132,042651

Total GHG emissions (location based)²544,8851,9904,966147,491699

Scope 2

Purchased energy (market based)³14,773436515,29430

Total GHG emissions (market based)³

534,5151,7114,944147,336688

¹


Amounts have been rounded.

² Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number of

gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.

³ Market-based emissions are calculated using the low carbon attributes of certifications bundled with the consumed electricity. Serko's New Zealand operations uses 100%

certified renewable energy from Meridian Energy New Zealand.

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06. Appendix

Reducing our carbon footprint

As well as supporting our business traveller

customers to reduce their carbon footprint,

over the past year we have continued to

look at ways to progressively reduce Serko’s

carbon footprint. With most of our operational

emissions generated from energy consumption

(through our office spaces and data centres)

and employee business travel (mainly air),

we have focused first on these areas as

opportunities to reduce our impact. We plan

to reduce our emissions-income intensity

(tCO2e per $m income) across Scope 1 and 2

through business policy, employee behaviour

and adoption of new technologies.

68

Date: 28 May 2024

Claudia Batten

Chair

Jan Dawson

Chair of the Audit, Risk and

Sustainability Committee

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

06. Appendix

on the procedures we have performed and the

evidence we have obtained. We conducted our

limited assurance engagement in accordance

with International Standard on Assurance

Engagements (New Zealand) 3410: Assurance

Engagements on Greenhouse Gas Statements

(‘ISAE (NZ) 3410’), issued by the New Zealand

Auditing and Assurance Standards Board. That

standard requires that we plan and perform this

engagement to obtain limited assurance about

whether the inventory report is free from material

misstatement.

A limited assurance engagement undertaken

in accordance with ISAE (NZ) 3410 involves

assessing the suitability in the circumstances of

the Group’s use of ISO 14064-1:2018 and the GHG

Protocol as the basis for the preparation of the

inventory report, assessing the risks of material

misstatement of the inventory report whether

due to fraud or error, responding to the assessed

risks as necessary in the circumstances,

and evaluating the overall presentation of

the inventory report. A limited assurance

engagement is substantially less in scope

than a reasonable assurance engagement in

relation to both the risk assessment procedures,

including an understanding of internal control,

and the procedures performed in response to the

assessed risks.

The procedures we performed were based

on our professional judgement and included

enquiries, observations of processes performed,

inspection of documents, analytical procedures,

evaluating the appropriateness of quantification

methods and reporting policies, and agreeing or

reconciling with underlying records.

Given the circumstances of the engagement,

in performing the procedures listed above we:

• Through enquiries, obtained an understanding

of the Group’s control environment and

information systems relevant to emissions

Independent Assurance Report

on Serko Limited’s greenhouse gas

emissions inventory report to the

Board of Directors of Serko Limited.

We have undertaken a limited assurance

engagement relating to the Greenhouse Gas

Emissions Inventory Report (the ‘inventory

report’) of Serko Limited (the “Company”) and

its subsidiaries (the “Group”) for the year ended

31 March 2024, comprising the emissions

inventory and the explanatory notes set

out in Appendix 2.

The inventory report provides information about

the greenhouse gas emissions of the Group for

the year ended 31 March 2024 and is based

on historical information. This information is

stated in accordance with the requirements of

International Standard ISO 14064-1 Greenhouse

gases – Part 1: Specification with guidance at the

organisation level for quantification and reporting

of greenhouse gas emissions and removals

(‘ISO 14064-1:2018’), and the Greenhouse Gas

Protocol: A Corporate Accounting and Reporting

Standard (2004) (‘the GHG Protocol’).

Board of Directors’ Responsibility

The Board of Directors are responsible for

the preparation of the inventory report, in

accordance with ISO 14064-1:2018, and the GHG

Protocol. This responsibility includes the design,

implementation and maintenance of internal

control relevant to the preparation of an inventory

report that is free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express a limited

assurance conclusion on the Scope 1, 2 and

3 emissions within the inventory report based

07

FY24 Limited

Assurance Report

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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix

06. Appendix

quantification and reporting, but did not

evaluate the design of particular control

activities, obtain evidence about their

implementation or test their operating

effectiveness.

• Evaluated whether the Group’s methods for

developing estimates are appropriate and

had been consistently applied. However, our

procedures did not include testing the data on

which the estimates are based or separately

developing our own estimates against which

to evaluate the Group’s estimates.

The procedures performed in a limited

assurance engagement vary in nature and timing

from, and are less in extent than for, a reasonable

assurance engagement. Consequently, the level

of assurance obtained in a limited assurance

engagement is substantially lower than the

assurance that would have been obtained

had we performed a reasonable assurance

engagement. Accordingly, we do not express

a reasonable assurance opinion about whether

Group’s inventory report has been prepared, in

all material respects, in accordance with ISO

14064-1:2018, and the GHG Protocol.

Inherent Limitations

Non-financial information, such as that

included in the Group’s Inventory Report,

is subject to more inherent limitations than

financial information, given both its nature and

the methods used and assumptions applied

in determining, calculating and sampling or

estimating such information. Specifically, GHG

quantification is subject to inherent uncertainty

because of incomplete scientific knowledge used

to determine emissions factors and the values

needed to combine emissions of different gases.

We note that a limited assurance engagement

is not designed to detect all instances of

non-compliance with the GHG Protocol, as it

generally comprises making enquires, primarily

of the responsible party, and applying analytical

and other review procedures.

Our Independence and

Quality Management

We have complied with the independence

and other ethical requirements of Professional

and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including

International Independence Standards) (New

Zealand) (‘PES-1’) issued by the New Zealand

Auditing and Assurance Standards Board, which

is founded on fundamental principles of integrity,

objectivity, professional competence and due

care, confidentiality and professional behaviour.

Other than this engagement and our role as

auditor of the statutory financial statements,

our firm has no other relationships with or

interests in the Group.

The firm applies Professional and Ethical

Standard 3: Quality Management for Firms

that Perform Audits and Reviews of Financial

Statements, or Other Assurance or Related

Services Engagements which requires the firm

to design, implement and operate a system

of quality management including policies and

procedures regarding compliance with ethical

requirements, professional standards and

applicable legal and regulatory requirements.

Use of Report

Our assurance report is made solely to the

directors of the Group in accordance with

the terms of our engagement. Our work has

been undertaken so that we might state to the

directors those matters we have been engaged

to state in this report and for no other purpose.

To the fullest extent permitted by law, we accept

or assume no duty, responsibility or liability to

any other party in connection with the report or

this engagement, including without limitation,

liability for negligence in relation to the opinion

expressed in this report.

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06. Appendix

7171

Basis for Qualified Conclusion

Included in the Group's indirect GHG emissions

(Scope 3) is an amount of 92 tCO

2

e relating to

Azure hosting. As described in Table 2: Data

collection and Quantification in FY 24 GHG

inventory and section 5.2 Data and emissions

factors uncertainties of the inventory report, the

Group obtained its Scope 3 Azure emissions

from a Microsoft produced dashboard which

reports the Group's total annual emissions from

its use of the Azure service.

As noted in section 5.2 there is a lack of

transparency around the inputs, emissions

factors, assumptions, and methodologies used

by Microsoft (as a third party) to calculate the

Group’s Azure hosting emissions, as well as

the systems and processes used to allocate

electricity and server usage to the Group for the

year. We were also not provided with access by

Microsoft to information to enable us to obtain

sufficient appropriate evidence about the Azure

hosting emissions. Consequently, we were unable

to determine whether any adjustments to the

emissions reported were necessary. Accordingly,

our conclusion is qualified in this regard.

Qualified Conclusion

Based on the procedures performed and the

evidence obtained, except for the possible effects

of the matter described in the Basis for Qualified

Conclusion section of our report, nothing has

come to our attention that causes us to believe

that the inventory report for the year ended

31 March 2024 is not prepared, in all material

respects, in accordance with the requirements

of ISO 14064-1:2018, and the GHG Protocol.

This limited assurance report relates to the Greenhouse Gas

Emissions Inventory Report (the ‘inventory report’) of Serko

Limited (‘Serko’) for the year ended 31 March 2024 included on

Serko’s website. Serko’s Board of Directors are responsible for

the maintenance and integrity of the Serko’s website. We have not

been engaged to report on the integrity of the Serko’s website. We

accept no responsibility for any changes that may have occurred

to the inventory report since they were initially presented on the

website. The limited assurance report refers only to the inventory

report named above. It does not provide an opinion on any other

information which may have been hyperlinked to/from the inventory

report. If readers of this report are concerned with the inherent risks

arising from electronic data communication, they should refer to

the published hard copy of the inventory report and related limited

assurance report dated 28 May 2024 to confirm the information

included in the inventory report presented on this website.

28 May 2024

Auckland, New Zealand

Serko Environmental, Social & Governance Report 2024
serko.com

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