Serko's Audited FY26 Financial Results

Full Year Results19 May 2026SKOIndustrials

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Market Release
20 May 2026
Audited Full Year Financial Results
for the period ended 31 March 2026
Serko Limited (ASX & NZX: SKO) today announces its full-year financial results for the year to
31 March 2026.
Please find attached the following documents:
● Market Release
● Results Announcement (NZX Appendix 2)
● Investor Presentation
● Annual Report
● ESG Report, including our GHG Inventory Report
These documents will be made available on www.serko.com/investors .
Full Year Results Conference Call
Serko Chief Executive Officer Darrin Grafton, Chief Financial Officer Shane Sampson will host a
conference call and webcast at 11.00am (NZT) this morning to discuss the results. Dial-in details are
set out in the market release.
ENDS
Released for an on behalf of Serko Limited by Shane Sampson, Chief Financial Officer
FURTHER INFORMATION
Investor relations
Shane Sampson
Chief Financial Officer
+64 9 884 5916
investor.relations@serko.com
Media relations
Alisha Vallabh
Sling & Stone
+64 21 0821 3224
serko@slingstone.com
125 The Strand, Parnell, Auckland, New Zealand
PO Box 37865, Parnell, T: +64 9 884 5916, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

---

Market release
20 May 2026
Audited financial results for the
year ended 31 March 2026
1 , 2
Serko delivers 34% total income growth
Strategic momentum: Booking.com for Business completed room nights up 31%,
Serko.ai closed-beta launched
3
Serko Limited (NZX & ASX: SKO) today announced audited results for the year ended 31
March 2026, with a 34% increase in total income to $120.9 million.
The result was underpinned by the continued expansion of Booking.com for Business, which
saw completed room nights increase 31% to 4.3 million and active customers grow 36% to
301,000, as well as a solid performance in Australasia. FY26 results include the first full year
of GetThere revenue of $16.1 million.
EBITDAFI increased 137% to $6.5 million, a significant lift in Serko’s underlying operating
earnings. Net loss after tax narrowed by $4.2 million to $17.7 million.
Serko CEO and co-founder, Darrin Grafton, said: “Our FY26 performance demonstrates our
ability to deliver high growth and maintain cost discipline, while investing for growth. We
have delivered total income at the top end of our narrowed guidance range, demonstrating
the strength of our business and our ability to deliver on our strategy.
“We are entering an exciting phase. Our new multi-agent AI solution, Serko.ai, is in closed
beta in the US with positive early validation from travellers. We remain on track for an open
beta launch in Q3 FY27. Our foundation of proprietary data, domain expertise, and customer
trust is what positions us to lead this shift and pursue the massive opportunity before us.”
Financial summary
The FY26 results reflect a focus on top-line growth with rigorous financial and operational
discipline. Total income of $120.9 million reached near-parity with the company’s cost base,
with total spend of $122.9 million representing 102% of total income. This ratio was
achieved despite a period of increased strategic investment to support the US launch of
Serko.ai, and total spend remaining within the narrowed guidance range.
Free Cash Flow was ($4.4) million, a decrease of $2.5 million.
3
On 13 May 2026, post-balance date
2
See notes to this release for definitions of non-GAAP financial measures used in the released materials.
1
Comparative numbers are for the prior corresponding period (FY25) unless otherwise stated. All dollar amounts are New Zealand dollars,
unless otherwise stated.
125 The Strand, Parnell, Auckland, New Zealand
PO Box 37865, Parnell, T: +64 9 884 5916, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

Serko remains well-capitalised to execute its FY30 strategy, with $54.1 million in cash and
short-term deposits and no debt as at 31 March 2026.
Financial results
FY25
NZD
FY26
NZD
Change
Total income $90.5m $120.9m 34%
Total spend $92.7m $122.9m 33%
Operating expenses $107.6m $132.4m 23%
EBITDAFI gain/(loss) $2.8m $6.5m 137%
Net profit/(loss) after tax ($22.0m) ($17.7m) 19% improvement
Free Cash Flow ($1.9m) ($4.4m) 131% higher burn
Business performance
Booking.com for Business
● Completed room nights: Up 31% to 4.3 million, driven by higher active customer numbers.
● Active customers: Up 36% to 301,000, providing an expanding base for future recurring revenue.
● Average revenue per completed room night: Down 4% to €9.25, reflecting broader market pricing
trends and the impact of commission tiering.
Australasia
● Performance: Maintained stable revenue and ARPB ($5.79).
● Online Bookings: Up 1.3% to 4.1 million.
United States
● Online bookings: Up 200% to 3.1m, benefitting from the first full-year contribution of GetThere and
stabilisation of the customer base in the period.
● Average revenue per booking: Up 3% to $5.22, supported by stronger US dollar and a shift in the
customer base mix.
FY27 guidance
Business travel demand in our key markets remains resilient despite ongoing geopolitical uncertainty
and macroeconomic challenges.
Serko has made a strong start to FY27, with booking volumes slightly ahead of our growth
expectations.
Serko expects total income for FY27 in the range of $128 million to $134 million. The range is
primarily driven by the timing of booking volumes from the strategic initiative targeting defined US
corporates.
Serko expects total spend in the range of $132 million to $140 million.
Guidance is subject to uncertainty and volatility in economic and geopolitical conditions including the
impact of the conflict in the Middle East on business travel demand.
2

Investor call
Serko CEO Darrin Grafton and CFO Shane Sampson will host a conference call and webcast at
11.00am (NZT) this morning to discuss the results.
To join the conference call, please dial the numbers below using the participant passcode 465710.
New Zealand, Auckland +64 9 889 9720 or toll free (0)800 454801
Australia, Sydney +61 (0)2 8015 5005 or toll free 1800 816 091
Numbers for additional countries can be accessed here .
You can join the live webcast here .
ENDS
Approved for release by the Board of Serko Limited
FURTHER INFORMATION
Investor relations
Shane Sampson
Chief Financial Officer
+64 9 884 5916
investor.relations@serko.com
Media relations
Alisha Vallabh
Sling & Stone
+64 21 0821 3224
serko@slingstone.com
3

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 Investor
Presentation.
Definit ions
● Active customers is a non-GAAP measure comprising the number of Unmanaged customers
who have made a booking in the preceding 12 month period.
● AComPCRN or Average Commission per Completed Room Night is a non-GAAP measure and
comprises the total unmanaged supplier commissions from a transaction, prior to the
commission sharing arrangements per Completed room night for revenue generating hotel
transactions.
● ARPB or Average Revenue per Booking is a non-GAAP measure. Serko uses this as a useful
indicator of the revenue value per Online Booking. ARPB for travel-related revenue is calculated
as travel-related revenue divided by the total number of Online Bookings.
● ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and
comprises the gross unmanaged supplier commissions revenue per completed room night for
revenue generating hotel transactions – Serko’s share of the AComPCRN.
● Australasia: New Zealand and Australia.
● CRN or Completed room nights is a non-GAAP measure comprising the number of unmanaged
hotel room nights which have been booked and the traveller has completed the stay at the
hotel.
● EBITDAFI is a non-GAAP measure representing Earnings Before the deduction of costs relating
to Interest, Taxation, Depreciation, Amortisation, Foreign Currency (Gains) / Losses, Fair value
measurement and Impairment.
● Free Cash Flow is a non-GAAP measure comprising GAAP cash flows excluding movements
between cash and short-term investments, cash flows related to capital raises and strategic
acquisition payments.
● Online Bookings is a non-GAAP measure comprising the number of travel bookings made
using Serko’s Zeno and Serko Online platforms.
● Operating Expenses is a non-GAAP measure comprising expenses excluding costs relating to
taxation, interest, finance expenses and foreign exchange gains and losses.
● Total Spend is a non-GAAP measure comprising of Operating Expenses and capitalised
development costs. It excludes depreciation and amortisation.
● Unmanaged customers is a non-GAAP term referring to companies who make Online Bookings
through Serko’s Booking.com for Business platform.
4

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Results Announcement
20 May 2026
Results for announcement to the market
Name of issuer Serko Limited (SKO)
Reporting Period 31 March 2026
Previous Reporting Period 31 March 2025
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$120,879 Up 34%
Total Revenue $120,879 Up 34%
Net profit/(loss) from
continuing operations
($17,737)
19%
improvement
Total net profit/(loss)
($17,737)
19%
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
(in dollars and cents per
security)
53.92 cents 57.03 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.
Authority for this announcement
Name of person authorised to
make this announcement
Shane Sampson
Contact person for this
announcement
Shane Sampson, CFO
Contact phone number +64 9 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 20 May 2026
Audited financial statements for the period ended 31 March 2026 accompany this announcement.
Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com

---

FY26 results
20 May 2026

Important notice
This presentation has been prepared by Serko Limited and its related companies (Serko). All information is current at the date of this presentation,
unless stated otherwise. This notice applies to this presentation and any verbal or written comments of any persons presenting it.
Comparative figures are for the prior comparative period (FY25) unless otherwise stated. All currency amounts are in NZ dollars unless stated otherwise.
Information in this presentation
●is for general information purposes only, does not purport to be complete or comprehensive 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) and on NZX Limited’s market announcement platform (www.nzx.com) under the ticker code ‘SKO’;
●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; and
●may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to the accuracy or completeness
of such information.
All forward-looking statements are based on director’s and management's current expectations and assumptions regarding Serko's businesses and performance,
the economy and other future conditions, circumstances and results, which are based on assumptions and subject to risks, uncertainties and contingencies outside
Serko’s control – Serko’s actual results; or performance may differ materially from these statements and undue reliance should not be placed on any
forward-looking statements.
Statements of ambition or aspiration for FY30 assume renewal of Serko’s Booking.com for Business partnership agreement beyond March 2029 on comparable
terms.
The information in this presentation has been prepared with all reasonable care, however neither Serko (including its 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. Serko is under no obligation to update this
presentation after its release.
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 presentation 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.
Serko 2

Results overview
Darrin Grafton
Chief Executive Officer
Serko 3

What we’ll cover today
Key takeaways
Strong business performance
Booking.com for Business
completed room nights up 31%,
Australasia resilient
Achieving milestones
Serko.ai closed-beta launched in the US
- first users onboarded
Maintaining discipline
Total spend within guidance and
at near-parity to total income; net loss
narrowed; well-capitalised with $54.1m
Delivering high growth
Total income +34%
EBITDAFI increased 137% to $6.5m
Results overview
Darrin Grafton, CEO
03
Financial results
Shane Sampson, CFO
10
Strategy execution
Matt Gerrie, COO
17
FY27 Outlook
Darrin Grafton, CEO
22
Q&A
Serko 4

34% total income growth, EBITDAFI up 137%
$120.9m
Total
income

34% increase
$122.9m
Total
spend

33% increase
$132.4m
Operating
expenses

23% increase
$(17.7m)
Net profit/(loss)
after tax

19% improvement
$6.5m
EBITDAFI

137% increase
$54.1m
Cash
on hand

12% decrease
($4.4m)
Free Cash Flow

$2.5m higher burn
High growth delivered, increased underlying operating earnings

RevenueCostsProfit (loss)Balance sheet

Total income up 34% to $120.9m
Serko 6
+34%
FY26 v FY25
+41%
FY26 v FY25
●Pre-acquisition income grew 22% to $104.8 million, underpinned by a 31% increase in
Booking.com for Business completed room nights and solid performance in Australasia.
●FY26 results include the first full year of GetThere revenue, $16.1 million.
Record income driven by business momentum and acquisition impact

CRNs up 31%, active customers increase 36%
Serko 7
+31%
FY26 v FY25
-4%
FY26 v FY25
+36%
FY26 v FY25
Booking.com for Business
●Completed room nights grew to 4.3 million, with active customers reaching 301,000 — reflecting the success
of our customer acquisition strategy and the strength of the Booking.com for Business product.
●4% decrease in ARPCRN to €9.25 reflecting broader market pricing trends and the impact of commission tiering.
SME market footprint expanding through partnership momentum and product enhancement

Australasia travel revenue up 6%
Serko 8
●+1% increase in online bookings and ARPB alongside larger services revenues led to an +6% increase
in Australasian travel revenue, from $24.2 million to $25.7 million.
●Ongoing investment in the region, including the traction of NDC (New Distribution Capability),
continues to strengthen our leadership as the preferred platform for corporate travel.
+1%
FY26 v FY25
+1%
FY26 v FY25
Resilient market leadership with stable booking volumes and ARPB

GetThere providing US scale, data and expertise
*2H25 contains 3 months of GetThere bookings (post acquisition in January 2025)
Serko 9
●GetThere is providing real market presence and the deep market knowledge and high-volume transaction data we need
to support our US AI-led rollout.
●US online bookings increased 200%, with FY26 as the first full year contribution from GetThere.
+200%
FY26 v FY25
+3%
FY26 v FY25
Accelerating our US expansion and AI plans

Financial results
Shane Sampson
Chief Financial Officer
Serko 10

Income growth while delivering
operating leverage
Serko 11
For a more detailed view of financial and operational performance see slide 26 in the Appendix
Financial highlights
●Maintained total spend at
near-parity to total income.
●EBITDAFI: total income
growth and efficiency focus.
●Growth self-funding through
reinvestment and reallocation.
●Strong balance sheet —
solid foundation.

FY26FY25% Change
Financial ($m)

Total income$120.9m$90.5m34%
Total operating expenses$132.4m$107.6m23%
Total spend$122.9m$92.7m33%
EBITDAFI gain/(loss)$6.5m$2.8m137%
Net profit/(loss) after tax($17.7m)($22.0m)19% improvement
Free Cash Flow($4.4m)($1.9m)131% higher burn

Net profit
summary /
EBITDAFI
reconciliation
Serko 12
●Finance income has reduced due
to lower interest rates and lower
cash and short-term deposits.
●Asset impairment relates
predominantly to the disposal of
the InterplX business, a non cash
accounting adjustment.
●The stronger EUR:NZD drove foreign
exchange losses on forward exchange
contracts. These are used to provide
an economic hedge for EUR revenue.
Net Profit Summary & EBITDAFI reconciliation20262025Change%

$m$m$m

Revenue119.488.530.935%
Other income1.52.0(0.5)-25%
Total income120.990.530.434%

Operating expenses(132.4)(107.6)(24.7)23%
Percentage of revenue-111%-122%

Foreign exchange gains/(losses) – net(0.5)(0.1)(0.5)700%
Forward exchange contract gains/(losses)(3.8)(1.3)(2.5)184%
Asset impairments and disposals(2.1)(5.4)3.2-60%
Net finance (expense)/income0.93.3(2.4)-72%
Net profit/(loss) before tax(17.0)(20.6)3.6-17%
Percentage of revenue-14%-23%

Income tax expense(0.7)(1.4)0.6-47%
Net profit/(loss) after tax(17.7)(22.0)4.2-19%
Percentage of revenue-15%-25%

Deduct: net finance (expense)/income(0.9)(3.3)2.4-72%
Add back: income tax0.71.4(0.6)-47%
Add back: depreciation and amortisation18.019.9(1.9)-10%
Add back: Asset impairments and disposals2.15.4(3.2)-60%
Add back: FEC contract (gains)/losses3.81.32.5184%
Add back: net foreign exchange (gains)/losses0.50.10.5700%
EBITDAFI (loss)6.52.83.8137%
EBITDAFI margin5%3%

Capital allocation weighted towards strategic initiatives
Serko 13
* High level management estimates based on current business plans intended to be illustrative only. Serko’s actual results or performance may differ
materially from these projections and undue reliance should not be placed on any forward-looking projections. Numbers exclude one off costs.
●Platform investment will continue
to scale in FY27, largely funded by
reallocating spend.
●Ongoing strategy to simplify
operations and sharpen focus on core
growth priorities with the divestment
of Interplx in September 2025.
●Continued focus on cost discipline to
support increased investment in FY27.
●Platform investment is focused across
key areas of the business, evolving our
technology to execute on our 2030
strategy. This includes the dedicated
Booking.com for Business teams, the
expanding India engineering hub and
Serko.ai.

Income growth funding investment
Serko 14
↑ 33%
↑ 34%
●Continued strong income growth
outpaced spend even as we
increased investment in our
areas of strategic focus.
●Total Spend up 33% over FY25
with income growth of 34% in the
same period.
●Proven capability of investing
in growth then driving
operating leverage.

Total contribution growing alongside higher volumes
Serko 15
●FY26 included a portion of volume at the higher volume tier under the renewed 2024 partnership.
●This structure is designed to drive growth at scale and supports the long-term interests of both parties.

-1%
FY26 v FY25
-4%
FY26 v FY25
Potential
future volumes
NOTE: Projections based on assuming AComPCRN, seasonality and room nights per booking are consistent with FY26 actuals. Revenue estimates are approximate, contractual
calculations are monthly rather than annual and on completed bookings rather than CRNs. Gross revenue is revenue before deducting consideration payable to customers relating to
jointly agreed marketing fees and for this purpose also excludes non-hotel revenue. NZD: EUR rate assumed at 1.97.
Booking.com for Business

Strong balance sheet provides resilience and
optionality to accelerate growth
Serko 16
●Serko’s balance sheet remains strong
with cash and short-term deposits of
$54.1 million and no debt.
●Cash and short-term deposits
reduced by $7.3 million, reflecting the
final settlement of the GetThere
purchase price of $2.8 million and
Free Cash Flow of ($4.4) million
reflecting investment in our areas of
strategic focus.
Balance Sheet20262025Change%

$m$m$m

Cash and Short Term Deposits54.161.4(7.3)-12%
Other Current Assets30.028.61.45%
Intangibles21.430.7(9.3)-30%
Other Non Current Assets10.55.74.885%
Total Assets116.0126.3(10.4)-8%

Current Liabilities21.024.1(3.1)-13%
Non Current Liabilities6.32.34.0175%
Equity88.799.9(11.3)-11%
Total Liabilities and Equity116.0126.3(10.4)-8%

Strategy execution
Matt Gerrie
Chief Operating Officer
Serko 17

Our strategic initiatives
Introducing
Serko.ai
Serko’s new multi-agent
AI solution, which has launched
in a closed-beta trial in the US
Scaling Booking.com
for Business
Building on positive momentum
and delivering greater scale
Defined US
corporate segments
with Booking.com for Business
Targeting US corporates
that regularly move
people at scale
Serko 18
123
Delivering to our $250m FY30 aspiration

Serko.ai closed beta live, first users onboarded
Serko 19
✓
✓
✓
✓
Proof of concept completed (Dec)
Closed beta wait list established (Apr)
Closed beta launched (May)
First users onboarded
Milestones delivered
Next milestones
01
Grow beta users
Targeted acquisition with
invite-only beta access
Now –
ongoing
02
Continuous iteration
Ongoing development,
user feedback, releases
Ongoing
03
Open beta launch
Broader market availability,
expanded user access
Q3 FY27
04
Customer scale
Drive growth in
active customers
2027+
This would save time for
me, and I can dedicate my
saved time to... one of the
million tasks that needs
more time from me.
— Operations admin
This is just easy to navigate.
I like the settings, the
aesthetics, the options. It
was very easy to use, and it
was all in one place. You're
not navigating around.
—SME sales manager
1

New company registration flow
Improvement in company registration rate
through personalised user experience
Improving purchase experience
Scaling Booking.com for Business
Serko 20
FY26 DELIVERED
FY27 FOCUS
Empowering companies & admins
+20%
Enhancing the traveller experience
+4%
1.4x
Enhanced mobile experience
Improved mobile experience driving
significantly higher booking conversion rate
30%
AI-powered customer support
Autonomous resolution of support queries - no
human intervention required
Acquisition
-Identify and convert suitable users
-Incentivise and reward customer behaviour
Activation
-Seamless booking on any device
-Personalised travel suggestions at scale
Retention
-Full visibility of travel bookings
-End-to-end policy management
Enhanced checkout
The new checkout significantly outperformed
the legacy experience in driving incremental
bookings
1
2
3
2

Targeted US corporate segments - early traction
Serko 21
Executing against a significant, underserved US accommodation opportunity

Sales leadership active in market
Target customers identified and lead
generation commenced
Validating qualified sales leads

✓
✓
✓
The opportunity
$USD 16-24B US workforce mobility accommodation market -
recurring, high-frequency and high volume
Why it’s the right fit
Serko’s corporate travel expertise + Booking.com for Business
simplicity = built for arrangers at scale
Initiate & expand testing
Scale up volumes across initial customer group
Expand customer base
Add new customers and drive booking volumes
Drive volume at scale
Full commercial scale across targeted US
corporate segments
1
2
3
MILESTONES DELIVERED
NEXT MILESTONES
Now-ongoing
1H27 and ongoing
FY28+
3
*Based on management estimate

FY27 outlook
Serko 22
Darrin Grafton
Chief Executive Officer

FY27 Guidance
see slides 33-34 for context to Serko’s FY27 guidance

Serko 23
Business travel demand in our key markets remains resilient despite ongoing geopolitical uncertainty
and macroeconomic challenges.
Serko has made a strong start to FY27, with booking volumes slightly ahead of our growth expectations.
Serko expects total income for FY27 in the range of $128 million to $134 million. The range is primarily
driven by the timing of booking volumes from the strategic initiative targeting defined US corporates.
Serko expects total spend in the range of $132 million to $140 million.
Guidance is subject to uncertainty and volatility in economic and geopolitical conditions including the
impact of the conflict in the Middle East on business travel demand.
1

Business travel demand in our key markets remains resilient
1

Q&A
Serko 24

Appendix
Serko 25

FY26 financial and operational summary
Serko 26

1H252H25FY251H262H26FY26FY26 v FY25 %
Financial ($m)

Total income$42.7$47.7$90.5$61.8$59.1$120.934%
Total operating expenses$50.4$57.2$107.6$65.1$67.3$132.423%
Total spend$44.1$48.6$92.7$59.3$63.7$122.933%
EBITDAFI gain/(loss)$1.2$1.5$2.8$6.1$0.4$6.5137%
Net profit/(loss) after tax($5.1)($16.9)($22.0)($9.5)($8.2)($17.7)-19%
Free Cash Flow$1.3($3.2)($1.9)$3.0($7.4)($4.4)131%
Operational

Online bookings (millions)2.8m3.6m6.4m4.7m4.3m9.0m41%
Completed room nights (millions)1.6m1.7m3.3m2.1m2.2m4.3m31%
ARPB$13.76$12.15$12.85$12.04$13.08$12.53-2%
AComPCRN€20.00€18.61€19.27€19.64€18.39€18.99-1%
ARPCRN€10.00€9.30€9.63€9.65€8.88€9.25-4%
Active Customers (000)187k222k222k262k301k301k36%

Delivering to our $250m FY30 aspiration
A&NZ
Contribution to $250m by FY30

Growth trajectory to FY30
Serko.ai
Defined
US
corporate
segments
Booking
.com for
Business

Booking.com for Business
Core growth engine.
Highest contributor to
$250m aspiration, based
on growing volumes.
Pursuing new, diversified opportunities balanced with strengthening our core business
Illustrative only, not to scale, based on management estimates
Serko.ai
Highest upside potential. Revenue
acceleration towards FY30 from
expected partner and customer
take-up and direct acquisition.
Defined US corporate segments
Using Booking.com for Business,
meaningful contributor through to
FY30 based on expected incremental
volume outside the commission tiering
model.
A&NZ
Foundation revenue. Stable
with lower growth trajectory with
customers expected to increase
usage of Serko.ai over time.
Growth across time:StableEmergingStrong GrowthHigh growth
Serko 27

Revenue analysis
Serko 28
●Booking.com for Business partnership
continues to drive growth in the Supplier
Commissions category and the Europe and
Other geography.
●Travel platform booking revenue in US grew
with the additional GetThere revenue.
Australia revenue growth supported by
stronger AUD.
●Expense platform revenue dropped in 2H26
with divestment of Interplx in Sep-25.
●Services revenue increased in FY26 with
work on NDC and partner product
development.
●Lower ARPB with the addition of GetThere
providing a higher mix of managed travel
transactions.
●Total income of $120.9 million includes $16.1
million following the acquisition of GetThere
on 7 January 2025. Excluding the GetThere
contribution, total income for FY26 was
$104.8 million.
Revenue and Other Income by Type20262025Change%

$m$m$m

Revenue – transaction and usage fees:

Travel platform booking revenue39.127.311.843%
Expense platform revenue4.25.3(1.1)-21%
Supplier commissions revenue73.454.319.135%
Services revenue2.41.21.297%
Other revenue0.30.30.03%
Other income1.52.0(0.5)-25%
Total revenue and other income120.990.530.434%

Operating revenue by geography

Australia25.624.31.35%
New Zealand2.62.7(0.1)-5%
US16.06.79.4140%
Europe and Other75.154.720.437%
Total Revenue119.488.530.935%

Total travel bookings (000)10,4277,6532,77436%
Online bookings (000)9,0006,3762,62341%
ARPB (travel related revenue only/online bookings)$12.53$12.85-$0.32-2%
Average revenue per completed room night (ARPCRN)€9.25€9.63-€0.39-4%

Total spend
Serko 29
●Total Spend increased by $30.3 million, primarily
due to a full year of GetThere related spend and
increased Platform Investment.
●This was partially offset by lower third party
costs and efficiencies achieved in hosting costs
for Zeno and Booking.com for Business, along
with lower marketing, professional fees &
development costs.
●Total Income has grown 34% on FY25 while
Total Spend has been held at an increase of 33%.
Total Spend20262025Change%

$m$m$m

Operating Expenses132.4107.624.723%

Add back: capitalised development8.65.03.673%
Deduct: depreciation and amortisation(18.0)(19.9)1.9-10%

Total Spend122.992.730.333%
Percentage of revenue103%105%

Operating expenses
Serko 30
●Remuneration and benefits has increased with a
full year of GetThere and the increased Platform
Investment.
●Third party direct costs grew at just 22% against
online booking growth of 41%, demonstrating
operating leverage as we scale.
●Other operating expenses increased primarily
driven by GetThere and Platform Investment
related costs. This includes the use of Sabre for
transitional services and external development
costs to build Serko.ai.
●Amortisation and depreciation has dropped $1.9m
reflecting the lower level of intangible assets held.
Operating Expenses20262025Change%

$m$m$m

Total remuneration and benefits76.159.117.029%
Percentage of revenue64%67%

Third party direct costs13.911.42.522%
Percentage of revenue12%13%

Other operating expenses24.317.27.142%
Percentage of revenue20%19%

Total amortisation and depreciation18.019.9(1.9)-10%
Percentage of revenue15%22%

Total Operating Expense132.4107.624.723%
Percentage of revenue111%122%

Product and technology
Serko 31
●Product & Technology spend is a
non-GAAP measure representing the
internal and external costs related to P&T
that have been included in Operating
Expenses or capitalised as computer
software development during the period.
●Total P&T expenditure has increased due
to GetThere operations and the initial
platform acceleration investment.
●Capitalised development has increased
with Serko.ai development.
Product & Technology Expenditure20262025Change%

$m$m$m

Total Product Design & Development63.042.620.448%
Percentage of revenue53%48%

Less: capitalised product development costs(8.6)(5.0)(3.6)73%
Percentage of Product Design & Development costs14%12%

Product and Technology (excluding amortisation)54.437.716.845%
Percentage of revenue46%43%

Add: Amortisation of capitalised development costs14.018.4(4.5)-24%
Total Product & Technology Operating Expense68.456.112.322%
Percentage of revenue57%63%

Free Cash Flow
Serko 32
●Free Cash Flow excludes movements
between cash and short-term
investments, cash flows related to
capital raises and acquisitions.
●The GetThere purchase price
payments relates to the deferred
consideration portion of the
acquisition and the receipt of a
working capital adjustment.
●Free Cash Flow includes purchases of
fixed assets, multi year licences and
other capital expenditure items.
Free Cash Flow20262025Change%

$m$m$m

Movement in cash(2.3)2.3(4.5)-200%

Cash movements from short-term deposits(5.0)(21.5)16.5-77%

GetThere purchase price payments2.817.3(14.5)-84%

Free cash flow(4.4)(1.9)(2.5)131%

Cash, cash equivalents and short-term
deposits at beginning of year61.480.6(19.2)-24%
Reported Cash, cash equivalents and short
term deposits at the end of the year54.161.4(7.3)-12%

Impacts of the conflict in the Middle East
1
The March/April period has been used to average out the impact of the timing of Easter relative to the prior year.

2
For the purposes of this analysis we have excluded volumes in the prior period relating to customers which migrated off GetThere in H1FY26.
Serko 33
Direct regional impact contained
Direct exposure: The identifiable impact on Serko’s business has
been minimal, primarily confined to a reduction in Completed
Room Nights (CRNs) within the Middle East. Middle East CRNs
represented less than 3% of total group CRNs prior to the onset
of the conflict.
Resilient transaction volumes
Positive trajectory: Outside the Middle East volumes are
resilient. Combined March/April volumes
1
and the first two
weeks of May show consistent year-over-year volume
expansion
2
in our US and ANZ markets.
North America: booking volumes in the US have tracked
stronger than pre-conflict forecasts.
Australasia: Australian volumes remain resilient, tracking in line
with or slightly ahead of expectations.
SME : Year on year comparisons are challenging due to the high
growth rate of Booking.com for Business but customer booking
frequency has tracked slightly higher than anticipated
pre-conflict.
Diversity and market dynamics strengthens position
Inelastic demand: The resilience of corporate travel vs. leisure in
the current environment has been noted by a number of industry
participants including airlines, hotel groups and travel
management companies.
Geographic, content and sector diversity: Serko’s footprint
spans different geographic markets (US, ANZ, Europe) and
content mix (flights vs. hotels) and sectors (including
government,energy, professional services and small businesses),
minimising exposure to any particular market.
Low international air travel exposure: Flight revenues are
predominantly domestic related.
Air travel substitution in Europe: In Europe, where revenues are
primarily hotel-centric, any macro-driven reduction in short-haul
flights could be substituted in whole or on part to rail or ground
transport preserving hotel bed nights.

Context for guidance
1
For example the Australian Treasury severe scenario where oil prices escalate to $200 a barrel projects economic contraction in the September 26 quarter.
Serko 34
Macro factors
There is significant uncertainty as to when the flow of oil and
associated products from the Gulf will return to pre conflict levels.
Our three key markets have different exposures. The US is a net
exporter of oil and the conflict is impacting primarily as a domestic
fuel-cost challenge with consumer cost pressures likely to adversely
impact some sectors while others benefit from the higher energy
prices. Europe is a net importer of energy and is exposed to systematic
energy availability threats. Australia sits somewhere between the two
as a net exporter of energy benefiting from higher LNG and coal
pricing but a net importer of fuels. The table below sets out the IMF’s
estimates of GDP growth before and after the conflict indicating
modest impacts in their base scenario. In more extreme scenarios
growth could be more significantly impacted.
1
Table 1: IMF Outlook for GDP Growth

Impact on guidance
In setting our FY27 guidance we have assumed current conditions persist
through FY27 (elevated airline prices, reduced capacity, Middle East
corridor disruption etc). Given business travel's resilience to these factors
to date, we assume limited negative impacts. The primary impact is
assumed to be from lower GDP growth, which historically typically affects
business travel.
Risks not factored into guidance range
The conflict in the Middle East presents unpredictable, wide-ranging
scenarios for business travel. Due to the difficulty in estimating these
potential impacts and their probability, they are not included in our
guidance assumptions as it would result in a large range of projected
values that would not be meaningful to investors. Examples of risks arising
in severe scenarios include major changes in business behaviour (e.g.
widespread travel restrictions) or significant jet fuel shortages in key
markets.
Targeted US corporate segments
The achievement of targeted revenue in these segments is highly sensitive
to the timing of customer acquisition and onboarding in FY27. The
guidance range factors in a broad range of potential outcomes for the
level of FY27 revenue.
RegionPre-Conflict
Forecast
(Jan 2026)
Current Post-Conflict
Forecast
(Apr 2026)
United States2.40%2.30%
Euro Area1.30%1.10%
Australia & NZ2.10%2.00%

Definitions
Serko 35
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 is a non-GAAP measure comprising the number of Unmanaged customers who have made a booking in the preceding
12-month period.
●AComPCRN or Average Commission per Completed Room Night is a non-GAAP measure and comprises the total unmanaged supplier
commissions from a transaction, prior to the commission sharing arrangements per Completed room night for revenue generating hotel
transactions.
●ARPB or Average Revenue per Booking is a non-GAAP measure. Serko uses this as a useful indicator of the revenue value per Online
Booking. ARPB for travel-related revenue is calculated as travel-related revenue divided by the total number of Online Bookings.
●ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and comprises the gross unmanaged supplier
commissions revenue per completed room night for revenue generating hotel transactions – Serko’s share of the AComPCRN.
●Australasia: New Zealand and Australia.
●CRN or Completed room nights is a non-GAAP measure comprising the number of unmanaged hotel room nights which have been
booked and the traveller has completed the stay at the hotel.
●EBITDAFI is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,
Amortisation, Foreign Currency (Gains)/Losses, Fair value measurement and Impairment.
●Free Cash Flow is a non-GAAP measure comprising GAAP cash flows excluding movements between cash and short-term investments,
cash flows related to capital raises and strategic acquisition payments.
●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.

Definitions (continued)
Serko 36
●New Distribution Capability (NDC) is a non-GAAP term referring to a technical capability that allows airlines to distribute and
sell air travel products more dynamically and directly to travel agents and customers.
●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.
●Platform investment is a non-GAAP measure representing investment across key areas of the business that is evolving our technology
to execute on our 2030 strategy. This includes the dedicated Booking.com for Business teams, the expanding India engineering hub
teams and Serko.ai.
●Product & Technology Operating Expenses is a non-GAAP measure representing the internal and external costs related to the design,
development and maintenance of Serko’s platforms, including costs within Operating Expenses and amortisation. It excludes
capitalised development costs.
●Pre-acquisition business is a non-GAAP measure reflecting the Serko business excluding the impacts of acquiring GetThere,
including related transaction and implementation costs.
●Total Spend is a non-GAAP measure comprising of Operating Expenses and capitalised development costs.
It excludes depreciation and amortisation.
●Total travel bookings include both online and offline bookings. Offline bookings are system automated bookings.
●Unmanaged customers is a non-GAAP term referring to companies who make Online Bookings through Serko’s
Booking.com for Business platform.

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
37

---

Annual Report
FY26

Important notice
Some parts of this Report include information regarding Serko’s plans and
strategy and include forward-looking statements about Serko and the
environment in which Serko operates that involve risks and uncertainties.
All forward-looking statements are based on assumptions and subject to
uncertainties and contingencies outside Serko’s control. Actual results and the
timing of certain events may differ materially from future results expressed
or implied by the forward-looking statements. Non-GAAP (generally accepted
accounting practice) financial information is used by management to monitor
the business and is included in this Report to assist readers to assess business
performance. Non-GAAP financial information does not have a standardised
meaning prescribed by GAAP and therefore may not be comparable to similar
financial information presented by other entities. The non-GAAP financial
information included in this Report has not been subject to review by auditors.
Comparative figures are for the prior comparative period (FY25) unless otherwise
stated. All amounts are presented in NZ dollars unless stated otherwise.
Contents
This Annual Report is dated 20 May 2026 and is signed on behalf
of the Board of Directors of Serko Limited by Claudia Batten, Chair,
and Darrin Grafton, Chief Executive Officer.
Darrin Grafton
Chief Executive Officer
Claudia Batten
Chair
02 About Serko
04 FY26 achievements
06 From the Chair & CEO
10 Strategy & delivery
14 Commercial overview
16 Financial summary
18 Our leadership
22 Financial Statements
58 Independent Auditor’s Report
62 Corporate Governance Statement
91 Remuneration Report
114 Glossary
116 Company Directory
01

About Serko
A clear path to FY30: At our Investor Day in March 2026,
we shared Serko 2030 - our strategy and plan for how we
will grow revenue, expand our market position and deliver
long-term shareholder value.
A significant and growing global opportunity: Shifting industry
dynamics are creating tailwinds we have not seen before,
underpinned by our partnership with Booking.com for Business
and strong foundations in North America.
Built to lead the AI shift in business travel: The winners in AI will
be trusted suppliers with rich proprietary data and deep domain
expertise, both earned by Serko over two decades and extremely
difficult to replicate.
Why Serko?
For more than 20 years, Serko has
been building the platform, data
and relationships to make business
travel effortless. Now, with AI, we
have the final transformative piece.
Serko’s technology powers differentiated solutions for a range of
partners and organisations globally based on size and complexity.
• Booking.com for Business - for small-to-medium sized businesses
• Zeno - for larger companies
• GetThere - for enterprise companies

Read more about our products on pages 10 - 11
Our solutions

Sustainability is core to how we operate - building trust,
empowering our people and driving innovation.
Sustainability at Serko
Our latest ESG Report details our
progress in FY26: serko.com/investors
Serko is a technology company that makes
business travel effortless.
Our solutions are used by millions of travellers around the world to book and
manage their work trips, and by thousands of organisations to manage their
travel programmes.
Our purpose
Bring people together
Our vision
Create a connected,
frictionless travel experience
Our mission
Building the world’s leading
business travel platform
Founded in New Zealand in 2007, Serko is a global travel
technology company whose platform and products power
how travel management companies and organisations book
and manage business travel.
From our origins in New Zealand, we have expanded into Australia,
North America and Europe, working with some of the world’s
leading travel management companies and corporates - and the
travellers within those organisations.

Read more about how our business works on pages 14 - 15
Our business
Serko is headquartered
in Auckland, New Zealand.
Its primary listing is on
the New Zealand Stock
Exchange (NZX) with a dual
listing on the Australian
Securities Exchange (ASX).
Our strategy aims to deliver greater value to our customers and
in turn shareholders. There are three key growth initiatives to
achieve our long term ambitions:
• Launching Serko.ai: Serko’s new multi-agent AI solution, now in
a closed beta trial in the US.
• Scaling Booking.com for Business: Building on positive momentum
and delivering greater scale.
• Winning defined US corporate segments: Targeting US corporates
that regularly move people at scale with Booking.com for Business.

Read more about our strategy on pages 10 - 13
Our strategy
Our Serko 2030 strategy
was finalised during the year
and builds on our previous
strategy (FY23-FY25).
Our Guiding Principles inform how we act and make decisions.
They ensure we remain focused on our customers, shareholders,
and the communities we serve.
Our people and culture
Serko’s 400+ employees are
based in Australia, China, India,
New Zealand, the United Kingdom
and the United States.
Boldly go
beyond
Win
together
Be a good
human
Dare to
simplify
03

02
Serko Annual Report 2026 About Serko
02

Total online
bookings
Serko.ai
Australasian
online bookings
9m
4.1m
41%
1.3%
Closed-beta
launched
On track for Q3 FY27 open beta
In FY26 we grew our established business while accelerating investment in our
future, delivering Total income at the top end of our narrowed guidance range
with disciplined cost management. This is an exciting period as we lead the shift
in business travel and pursue the massive opportunity before us.
Financial highlights
Revenue
Total income
$120.9m 34%
Cost
Operating expenses
$132.4m 23%
Total spend
$122 .9m 33%
Cash flowBalance Sheet
Free Cash Flow
$(4 .4m)
Cash on hand
$54.1m
$2.5m higher burn$7.3m decrease
Profit (Loss)
Net loss after tax
$ (17.7m)
EBITDAFI
$6.5m
$4.2m improvement$3.8m increase
FY26 achievements
Business highlights
4.3m
301k
Booking.com for Business
31%
36%
Completed
Room Nights
Active
customers
05

04
Serko Annual Report 2026 FY26 achievements

From the Chair & CEO
FY26 was a year of execution and acceleration for
Serko, and a year that demanded smart decisions.
Our focus is clear: doubling down on our disruptive
capabilities while accelerating our operational
pace. The foundations we have built are now
advantages as we execute at speed to lead the
next era of business travel.
We delivered Total income of $120.9 million, a 34%
increase that sits at the top end of our narrowed
guidance range. This performance reinforces our
confidence in our Serko 2030 strategy and our
ability to deliver sustained, long-term high growth.
Through disciplined cost management, we offset
new investment with efficiencies gained across
the business, bringing total spend to $122.9 million,
near-parity with Total income at 102%.
The Board and management remain focused on
disciplined capital allocation. We have grown
investment in the areas that matter most - platform
acceleration, US expansion and AI capability -
while maintaining cost discipline and a strong
balance sheet. This approach preserves financial
flexibility while directing investment toward the
areas of greatest opportunity.
At our Investor Day in March, we shared our
pathway to 2030, built around three strategic
growth initiatives: Serko.ai, our AI solution
designed to make business travel effortless;
scaling Booking.com for Business; and targeting
defined US corporate segments. What connects
all three is they build on the strength of what Serko
already has - and we are turning these into a new
way of doing business travel.
Darrin Grafton
Chief Executive Officer
Claudia Batten
Chair
An established foundation
Our core business is robust, providing the
foundations for our global ambitions.
Booking.com for Business continues to scale
with Completed Room Nights up 31% to 4.3 million
and active customers growing 36% to 301,000,
reflecting the quality of execution by the
team across the year and the strength of
our partnership with Booking.com. Booking.com
for Business remains a cornerstone of our 2030
ambitions and a critical focus in the year ahead.
In Australasia, our managed travel business
delivered stable revenue, with online bookings up
1.3% to 4.1 million while maintaining healthy average
revenues per booking. This is a mature, reliable
business, which continues to be a market leader.
The world has rarely felt more
unsettled. Geopolitical risk has
taken on new complexity and
artificial intelligence is reshaping
industries at pace. Against this
backdrop, Serko delivered a
strong performance, drove
product innovation powered by
AI, and accelerated investment
to capture the ever-expanding
opportunity in front of us.
FY26 financial summary
Serko delivered Total income at the top end of the narrowed
guidance range, driven by continued momentum in Booking.com
for Business and the first full year of GetThere revenue, $16.1 million.
The result reflects both the strength of the underlying business and
the quality of execution across the year.
Total income
$120.9m 34%
Underlying operating earnings improved significantly, with EBITDAFI
up 137% to $6.5 million. Total spend of $122.9 million represented 102%
of Total income, a meaningful improvement in operating leverage
that demonstrates our ability to grow revenue ahead of costs.
EBITDAFI
$6.5m 137%
Total spend-to-income ratio 102%
The net loss after tax narrowed by $4.2 million to $(17.7) million,
reflecting the non-cash accounting impairment recognised in the
prior year. Serko remains well capitalised with $54.1 million in cash
and short-term deposits and no debt as at 31 March 2026, providing
a strong foundation to execute on our FY30 strategy.
Net loss after tax
$(17.7m)
Improved $4.2m
Serko.ai - effortless travel
A defining moment of the past 12 months has been
the build and launch of Serko.ai into closed beta in
the US. This multi-agent AI solution creates a new
level of business travel experience, designed to
make travelling for work genuinely effortless for
the traveller, while giving organisations the policy
control and data intelligence they need.
US-based customers and travellers are helping
to shape the product and the early validation
from travellers in closed beta has been positive.
The demand signals we are seeing reinforce our
conviction that the market is ready for this shift.
0706
Serko Annual Report 2026From the Chair & CEO

Thank you
On behalf of the Board, we thank our partners,
customers, and you, our shareholders. We
especially thank our incredible team for leaning
into the challenges and opportunities and their
dedication to what we are building together.
The foundations are in place, the opportunity is
large, and our focus is on executing with the pace
and discipline this moment demands. We look
forward to keeping you updated on our progress.
Darrin Grafton
CEO & Co-founder
Claudia Batten
Chair
What makes Serko.ai advantageous is not the AI
by itself - it’s the combination of proprietary data,
deep domain expertise and the trust we have built
with organisations and travellers over many years.
Each year, Serko’s technology processes millions
of bookings. We understand how people travelling
for work actually behave, what travel policies
organisations need to enforce, and where the
friction points are.
We are moving at pace and open beta remains on
track for Q3 FY27.
North America - building scale
North America is at the forefront of business travel
and GetThere has provided strong foundations:
established customer relationships, US operational
experience, and a real market presence that would
have taken years to build.
It is in this market that two of our most significant
strategic initiatives are taking shape. The first is
Serko.ai. As described above, we are building
it with the US market, with our customers and
travellers shaping the product architecture,
the user experience and the commercial model.
The second is a focused expansion into high-value
US corporate segments through Booking.com for
Business - industries that require supply breadth
and simple, automated solutions without the
complexity of traditional enterprise programmes.
Over the next 12 months, our focus will be on
testing and scaling with an initial group of
customers before broadening our customer
base and driving volume at scale.
Our people and organisation
Success at this scale is only possible through a
culture that values excellence and speed. This year,
the Board and management focused on uplifting
organisational capability, attracting senior leaders
with global AI and e-commerce experience while
ensuring the right resources were in place to
support our growth ambitions. We also prioritised
our international workforce strategy, focusing on
our engineering hub in India and strengthening
our US team.
FY27 guidance
Business travel demand in our key markets remains
resilient despite ongoing geopolitical uncertainty
and macroeconomic challenges.
Serko has made a strong start to FY27, with booking
volumes slightly ahead of our growth expectations.
Serko expects total income for FY27 in the range of
$128 million to $134 million. The range is primarily
driven by the timing of booking volumes from the
strategic initiative targeting defined US corporates.
Serko expects total spend in the range of $132 million
to $140 million.
Guidance is subject to uncertainty and volatility
in economic and geopolitical conditions including
the impact of the conflict in the Middle East on
business travel demand.
From the Chair & CEO
0908
Serko Annual Report 2026From the Chair & CEO


Travellers will move from manually booking trips to declaring their intent - with AI agents
searching across options and booking the best one, personalised to their schedule,
preferences and the purpose of the trip.

Rigid one-sized-fits-all travel policies will give way to adaptive policies that are context-aware,
flexing by traveller role, urgency, and risk while remaining within company rules.

Rather than navigating multiple disconnected apps, travellers will use a single trusted solution
acting on their behalf across the entire journey - from searching to booking to expense filing.

Compliance will become frictionless, with automated expense capture and classification
replacing the labour-intensive processes that frustrate travellers today.
Our solutions
Booking.com for Business, which is used by small-to-medium businesses
globally through a partnership with Booking.com, one of the world’s leading
digital travel companies
Zeno, the market leader in Australia & New Zealand managed business travel
and operates in the mid-market of the US
GetThere, the second largest independent corporate booking tool in the
US market*, meeting the needs of some of the world’s largest companies
Serko is a technology company that makes business travel effortless.
Our solutions are used by millions of travellers around the world to book and manage their work trips, and
by thousands of organisations - across different sizes and geographies - to manage their travel programmes.
At Serko, we believe the way people experience business travel
is on the cusp of change.
Three core principles
Serko.ai is built on three core principles that reflect how people actually travel for work.
Serko’s AI advantage
Serko’s AI advantages are significant: decades
of rich, proprietary travel data at scale, a deeply
connected supply ecosystem, and an embedded
technology platform that is already trusted
by millions of travellers and thousands of
organisations worldwide.
US trial underway
Serko.ai is currently in closed-beta trial in the US.
It will iterate rapidly, with an open beta launch
scheduled in Q3 FY27, with Serko.ai eventually
forming the foundation of all our global managed
travel product offerings.
At our Investor Day in March, we presented a refreshed strategy and our pathway to FY30. Our strategy
builds on proven strengths while sharpening our focus on the initiatives with the greatest potential.
We will continue to grow Booking.com for Business, deepen our position in Australasia and build a
significant US footprint.
Alongside this we are evolving our commercial model to more closely align our success with the value
we deliver to customers - strengthening unit economics and building the financial sustainability needed
to achieve our long-term ambitions.
This year we have delivered on our strategic priorities
Sustaining the high growth
trajectory of Booking.com
for Business
Strengthening our leadership
position in Australasia
Expanding our US presence, with a
full year of operation following the
acquisition of GetThere in early 2025
Launching
Serko.ai
Serko’s new multi-agent
AI solution, now in a
closed beta in the US.
Scaling Booking.com
for Business
Continuing to build on
positive momentum and
deliver greater scale.
Winning defined US
corporate segments
Targeting US corporates that
regularly move people at scale
with Booking.com for Business.
There are three key pillars of our strategy
Agentic by design
This is not a chatbot layered on top
of a booking tool. It is a coordinated
execution engine that takes action
on travellers’ behalf, with a multi-
agent architecture that orchestrates
every facet of the trip.
Intent-driven
We understand why people travel
for work, not just where they are
going. This allows us to optimise
arrival timing, hotel proximity,
policy alignment, and more.
Personalised
by default
After just a few bookings, Serko.ai
learns seat preferences, airline
biases, status goals and company
travel policies, and applies them
automatically.
We are in a unique position to drive this shift, and in May 2026
we launched the closed-beta trial of our new agentic AI offering.
Strategy & delivery
Introducing Serko.ai
132
1
* By volume, based on management estimate.
1110
Serko Annual Report 2026Strategy & delivery

Defined US corporate segments
Serko provides the corporate travel experience
and expertise that powers the business layer
of Booking.com, one of the world’s largest
travel brands. Through a close and sustained
partnership, we have consistently grown this
business and see significant opportunity ahead.
We intend to leverage this experience to bring
targeted customer segments into the partnership,
generating incremental demand that benefits
customers, Booking.com and Serko, with a clear
focus on the US market.
We are targeting corporate customers in
industries that:
• Have a consistent need to regularly move
large groups of people and require strong
breadth of supply.
• Prefer simple, automated solutions that
reduce friction.
• And do not require the complexity of a full
enterprise travel programme or platform.
These segments represent structural, high-value
demand. The industries we are targeting initially
represent a combined accommodation market
of USD $16–24 billion annually*. Critically, this is
not one-off spend from infrequent travellers
- these are recurring travel programmes with
predictable volume, long average stays, and a
strong appetite for better solutions than those
available to them today.
Scaling Booking.com for Business
Strategy & delivery
Booking.com for Business is on a mission to help small businesses
go further, faster, by building the world’s smartest business travel
product that people love to use.
Booking.com for Business has proven highly successful with
small businesses and straightforward travel programmes.
Serko is now bringing that same focus to a distinct corporate
segment — organisations that move large groups of people
regularly, but do not need a full enterprise travel solution.
Serko’s corporate
travel expertise
Booking.com for Business
simplicity
A compelling fit for travel
arrangers managing
accommodation at scale
+=
Our vision for Booking.com for Business through to 2030 is a comprehensive business travel
experience built around five principles:
One seamless experience
Accessible wherever users already are, with a single, seamless experience closely integrated
with the world-leading Booking.com platform.
Stress-free travel
Simple for the person taking the trip across planning, booking, managing changes, staying
informed, and returning home. Booking.com for Business will support the traveller across the
journey, quietly handling complexity in the background so the trip itself feels effortless.
Intelligence at every step
AI surfaces better options, and manages complexity on behalf of the traveller.
Travel operating system for businesses
Policy, payments, reporting, approvals, and duty of care all working together in one connected system.
Connected community
Shared insights, benchmarking, and collective learning means every company benefits as the
Booking.com for Business community grows.
2
3
Active customers
FY24
172k
FY23
157k
FY22
64k
FY25
222k
FY26
301k
* Based on management estimate.
1312
Serko Annual Report 2026Strategy & delivery

Commercial overview
Industry evolution
and opportunity
The industry is undergoing a structural shift.
Business travellers increasingly expect the
seamless, intuitive technology experiences they
have in their personal lives - and AI is accelerating
the move from manual booking towards intelligent
automation. Serko is well positioned to lead this
transition, reducing friction across the ecosystem
and enabling organisations to manage work travel
with greater efficiency and confidence.
We use our technology to connect travel suppliers,
companies, and business travellers, doing the
hard work behind the scenes so that booking and
managing work travel feels effortless.
Partners
Serko’s growth is underpinned by a strong
partner network that provides global scale and
broad content access. A cornerstone of this is
the Booking.com for Business partnership that
leverages Serko’s technology to power travel
for over 300,000 active companies worldwide.
In the managed travel sector, Serko works
with leading Travel Management Companies
(TMCs) including Flight Centre Travel Group and
American Express Global Business Travel, who
distribute Serko’s solutions and provide service
support for enterprise clients. These relationships
are complemented by deep integrations and
connections with travel suppliers, ensuring
travellers have access to competitive, personalised
fares across a comprehensive range of content.
* GBTA 2025 Business Travel Index (BTI) Outlook, https://
gbta.org/wp-content/uploads/GBTA-BTI-Report_2025_
Executive-Summary-FINAL.pdf
Business travel ecosystem
The global corporate travel market
is a multi-layered ecosystem of
suppliers (airlines, hotels, car
rentals), global distributors,
and technology providers,
currently valued at approximately
USD $1.5 trillion and forecast to
reach USD $2.0 trillion by 2029.*
Serko’s role
Serko’s technology creates
value for both organisations
and travellers alike: cost
control and visibility for
organisations, and effortless
travel for the people taking
the trips.
Serko’s current offering
* Supplier Commissions and Travel Platform Booking Revenue
made up 94% of Total revenue in FY26 with a small amount of
revenue generated through Expense and Services revenue.
Organisations
Serko serves organisations of all sizes - from
small businesses managing straight-forward
travel needs through to large enterprises running
complex, multi-geography travel programmes.
Regardless of size, the challenges organisations
face are consistent: keeping travel spend within
policy, ensuring the safety and wellbeing of
employees on the road, maintaining visibility over
who is travelling where and why, and managing
the administrative burden that comes with it.
Serko’s solutions address each of these needs.
For the employees taking the trips, the experience
is designed to be simple and intuitive, removing
the friction that has historically made booking
and managing work travel more difficult than it
needs to be.
Supplier commissions:
primarily from the Booking.com
for Business partnership.
Travel platform booking revenue:
bookings made through the Zeno and
GetThere products.
Revenue model
*
Serko earns revenue from:
Supplier Commissions Revenue
Supplier Commissions Revenue is primarily
generated through the Booking.com for
Business partnership, servicing the high-
growth small-to-medium enterprise (SME)
segment. Under this model, Serko receives
a share of the commissions paid by travel
suppliers, predominantly hotels, when a
booking is made through the platform.
Revenue is recognised only once the
traveller has completed their stay, measured
through Completed Room Nights (CRN).
This approach ties income recognition
to actual travel delivered, effectively
eliminating the risk of revenue reversals from
cancellations. The key performance indicator
for this stream is the Average Revenue per
Completed Room Night (ARPCRN), which
reflects the rate Serko achieves across its
global partner network.
Travel Platform Booking Revenue
Travel platform booking revenue is
generated through Serko’s enterprise travel
platforms, Zeno and GetThere, which are
used by large organisations, principally via
TMCs. In this model, Serko typically charges
the TMC a transaction fee for each booking
processed through its technology. Unlike
commissions, this revenue is generally
recognised at the time the booking is made,
with performance monitored through the
Average Revenue per Booking (ARPB) metric.
1514
Serko Annual Report 2026Commercial overview

Total income
• Total income was up 34% to $120.9 million — driven by continued demand, growth in Booking.com for Business
and a full year of GetThere revenue.
• The result included a solid performance by Serko’s Australian business and $16.1 million of income from
GetThere (acquired on 7 January 2025).
Total online bookingsTotal income ($m)
FY24FY24FY25FY25FY26FY26
71.2m
4.9m
90.5m
6.4m
120.9m9.0m
16.1m
3.0m
4.8m
0.9m
104.8m
6.0m
85.7m
5.5m
Pre-acquisition business GetThere Pre-acquisition business GetThere
Year ended 31 March20262025Change%
$m%$m
Financial ($m)
Total income120.990.530.434%
Total operating expenses132.4107.624.723%
Total spend122.992.730.333%
EBITDAFI gain / (loss)6.52.83.8137%
Net profit / (loss) after tax(17.7)(22.0)4.2-19%
Free Cash Flow(4.4)(1.9)(2.5)131%
Income growth while delivering operating leverage
• Positive EBITDAFI of $6.5 million, a $3.8 million improvement. This reflected higher Total income growth
and continued cost management. The ratio of total spend to Total income has been held flat at 102%
with increased investment in our areas of strategic focus.
• Net loss after tax was $17.7 million, an improvement of $4.2 million, reflecting the non-cash accounting
impairment in the prior year.
• Free Cash Flow outflow increased to $4.4 million.
Net (loss) after tax / EBITDAFI
1
reconciliation
Year ended 31 March20262025Change%
$m$m$m

Net (loss) after tax(17.7)(22.0)4.2-19%
Deduct: net finance (expense) / income(0.9)(3.3)2.4-72%
Add back: income tax0.71.4(0.6)-47%
Add back: depreciation and amortisation18.019.9(1.9)-10%
Add back: asset impairment and disposals2.15.4(3.2)-60%
Add back: FEC contract (gains) / losses3.81.32.5184%
Add back: net foreign exchange (gains) / losses0.50.10.5700%
EBITDAFI (loss)6.52.83.8137%
Percentage of revenue5%3%
Long-term revenue trends
Travel platform
Expense platform
1. EBITDAFI 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 and Impairment.
FY14FY15FY17FY18FY19FY20FY21FY22FY23FY24FY25
$0.0m
$25.0m
$50.0m
$75.0m
$100.0m
$125.0m
FY16
Covid-19
impact
Supplier commissions and other
Services
Investor presentation available
at serko.com/investors
Financial summary
FY26
1716
Serko Annual Report 2026Financial summary

Independent non-executive director (since August 2021)
Chair of Audit, Risk and Sustainability Committee (since August 2021)
Jan brings extensive financial rigour and oversight to the Serko Board,
and a wealth of governance and risk experience. Jan is Chair of Port of
Auckland and ACC, and an independent director of Mitre 10 New Zealand.
She was previously Chair of Westpac New Zealand, Deputy Chair for
Air New Zealand, a director of Beca, AIG NZ and Meridian Energy, and a
member of the University of Auckland Council. She was a partner of KPMG for
30 years and the Chair and Chief Executive of KPMG New Zealand from 2006
until 2011. She holds a Bachelor of Commerce from the University of Auckland
and is a fellow of the New Zealand Institute of Chartered Accountants and
a fellow of the Institute of Directors in New Zealand. In 2024 she was named
Chairperson of the Year at the Deloitte Top 200 Awards.
Jan Dawson
Independent non-executive director (since February 2024)
Chair of People, Remuneration and Culture Committee (since June 2025)
Sean has direct operating experience building technology businesses,
including in data and AI, and in the US market. He has established and grown
two ground-breaking Silicon Valley technology companies: as CEO of Primer,
an AI and machine-learning company from 2015 to 2023, and as CTO at Quid,
an AI-powered visualisation company. In his early career, he was a NASA
research scientist and research fellow at the University of Oxford. He was
on the board of Anadarko Petroleum, a Fortune 500 energy company, from
2015 until its acquisition in 2019. Sean has a Master of Science in physics from
the University of Canterbury (NZ) and a PhD in physics from the University of
Oxford, where he was a Rhodes Scholar.
Sean Gourley
Executive director and co-founder (since 2007)
Darrin is the Chief Executive Officer of Serko, bringing more than 30 years’
experience in travel technology. A recognised industry innovator, he was
named one of the top 25 most influential executives in the travel industry by
the BTN Group in 2024, for the second time. Darrin was awarded the INFINZ
Leadership Award in 2021 and has previously received 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.
Darrin Grafton
Executive director and co-founder (since April 2007)
Bob is a technology entrepreneur who has spent more than three decades
shaping the global corporate travel industry, collaborating with leading
airlines, travel agencies and global distribution systems in senior executive
and board roles. His work has earned multiple accolades including
New Zealand Hi-Tech Company of the Year and B2B Travel Innovation
of the Year honours and he is a past EY Entrepreneur of the Year finalist.
Bob is recognised for his contribution to Māori tech as a Ngā Tohu Matihiko
‘Living Icon’ role finalist.
Bob Shaw
Our leadership
Our Board of Directors
Independent non-executive director (since April 2014)
Chair (since September 2020)
Claudia is an experienced company director and technology leader.
She spent 20 years in the US at the intersection of technology, digital,
and consumer behaviour including building and scaling two high-profile
digital businesses with successful exits to Microsoft and Havas SA.
Claudia is a director of Air New Zealand and Vista Group International
and Deputy Chair of Michael Hill International. She has an LLB (Hons)
and a BCA from Victoria University of Wellington.
Claudia Batten
1918
Serko Annual Report 2026Our leadership

Chief Executive Officer, executive director and co-founder
Darrin brings more than 30 years’ experience in travel technology.
A recognised industry innovator, he was named one of the top 25 most
influential executives in the travel industry by the BTN Group in 2024,
for the second time. Darrin was awarded the INFINZ Leadership Award
in 2021 and has previously received 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.
Our leadership
Our Executive Team
Darrin Grafton
Chief Financial Officer
Shane has more than 30 years’ experience in finance and commercial
leadership across the energy, telecommunications and technology
sectors. He has held senior roles at Vector, Spark and Pulse Energy, and
served as Chief Financial Officer of PushPay prior to joining Serko in 2021.
Shane has broad expertise across capital markets, financial strategy and
commercial performance, and is a member of Chartered Accountants
Australia & New Zealand.
Shane Sampson
Chief People Officer
Rachael has more than 20 years of global travel technology experience
across Europe, North America and Asia Pacific, including more than
16 years with Expedia Group. During her time with Expedia Group,
she held a range of senior leadership roles across multiple geographies.
She has particular expertise in organisational transformation and
unlocking individual, team and organisational potential. Rachael joined
Serko in 2021.
Rachael Satherley
Chief Strategy Officer, executive director and co-founder
Bob is a technology entrepreneur who has spent more than three decades
shaping the global corporate travel industry, collaborating with leading
airlines, travel agencies and global distribution systems in senior executive
and board roles. His work has earned multiple accolades including
New Zealand Hi-Tech Company of the Year and B2B Travel Innovation
of the Year honours and he is a past EY Entrepreneur of the Year finalist.
Bob is recognised for his contribution to Māori tech as a Ngā Tohu Matihiko
‘Living Icon’ role finalist.
Bob Shaw
Chief Technology Officer
Simon has more than 20 years’ experience in local and global technology
companies, with a track record of building high-performing engineering
teams and delivering product excellence. He has held a number of
executive leadership roles, including Chief Product and Technology Officer
at Trade Me and VP of Engineering at Halter. Simon joined Serko as Vice
President of Engineering in 2023 and was appointed Chief Technology
Officer in 2024.
Simon Young
Chief Revenue Officer
Liz brings extensive commercial and customer leadership experience in
New Zealand and internationally. Prior to joining Serko in 2024, she held
senior roles at Air New Zealand including Regional General Manager of the
Americas, based in Los Angeles, and General Manager Customer. Prior
to Air New Zealand, Liz worked in the media industry at TVNZ, MSN and
MediaWorks. She is Chair of Crescendo, a social enterprise empowering
youth to reach their potential through creativity.
Liz Fraser
Chief Operating Officer
Matthew brings substantial global travel technology experience to Serko.
As Chief Operating Officer, he leads the Company’s operating model,
product development, and business strategy. He joined Serko in 2025
following a decade at Booking Holdings and its subsidiary Booking.com.
During this time he led major strategic initiatives for Booking Holdings
and led customer insights at Booking.com, overseeing the data science,
experimentation, research and customer metrics divisions.
Matthew Gerrie
2120
Serko Annual Report 2026Our leadership

Financial
Statements
For the year ended 31 March 2026
Consolidated statement of comprehensive income24
Consolidated statement of changes in equity25
Consolidated statement of financial position26
Consolidated statement of cash flows27
Notes to the financial statements28
Independent Auditor’s Report58
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 2026
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 2026 and the results
of its operations and cash flows for the year ended on that date.
The directors consider the financial statements of the Group have been prepared
using accounting policies that have been consistently applied and supported by
reasonable judgements and estimates and that all relevant financial reporting and
accounting standards have been followed.
The directors believe that proper accounting records have been kept that enable,
with reasonable accuracy, the determination of the financial position of the Group
and facilitate compliance of the financial statements with the Companies Act 1993,
NZX Listing Rules, Financial Reporting Act 2013 and the Financial Markets Conduct
Act 2013.
The directors consider they have taken adequate steps to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities. Internal
control procedures are also considered to be sufficient to provide a reasonable
assurance as to the integrity and reliability of the financial statements.
The financial statements are signed on behalf of the Board of Directors on
20 May 2026 by:
Jan Dawson
Chair of Audit, Risk and Sustainability Committee
Claudia Batten
Chair
2223
Financial Statements
22
Serko Annual Report 2026
22

The accompanying notes form part of these financial statements.The accompanying notes form part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 March 2026
Notes31 Mar 202631 Mar 2025
$ (000)$ (000)

Revenue4119,39188,482
Other income41,4881,979
Total income120,87990,461

Remuneration and benefits (76,132)(59,143)
Other operating expenses (38,216)(28,568)
Amortisation and depreciation (18,013)(19,907)
Expenses from ordinary activities5(132,361)(107,618)

Loss before finance items, asset impairments and disposals (11,482)(17,157)

Foreign exchange gains / (losses) – net (520)(65)
Forward exchange contract gains / (losses)(3,832)(1,348)
Asset impairments and disposals5(2,119)(5,354)
Finance income51,5403,470
Finance expenses5(609)(148)
Loss before income tax (17,022)(20,602)
Income tax expense6(715)(1,360)
Net loss (17,737)(21,962)

Movement in foreign currency translation reserve 332656
Movement in cashflow hedge reserve(1,116)-
Total comprehensive loss for the period (18,521)(21,306)

Earnings per share
Basic and diluted earnings / (loss) per share (dollars)16(0.14)(0.18)
Consolidated statement of changes in equity
For the year ended 31 March 2026
* 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
Cashflow
hedge
reserve
Foreign
currency
translation
reserve
Accumulated
lossesTo t a l
  $ (000)$ (000)$ (000)$ (000)$ (000)$ (000)

Balance as at 1 April 2025 249,6739,482-607(159,824)99,938
Net loss for the year ----(17,737)(17,737)
Other comprehensive
income / (loss)*
--(1,116)332-(784)
Total comprehensive
income / (loss) for the year
--(1,116)332(17,737)(18,521)

Transactions with owners
Equity-settled share-based
payments
5,6561,481--1097,246
Balance as at 31 March 202615255,32910,963(1,116)939(177,452)88,663

Balance as at 1 April 2024244,5469,092-(49)(137,863)115,726
Net loss for the year----(21,962)(21,962)
Other comprehensive
income / (loss)*
---656-656
Total comprehensive
income / (loss) for the year
---656(21,962)(21,306)

Transactions with owners
Equity-settled share-based
payments
5,127390--15,518
Balance as at 31 March 202515249,6739,482-607(159,824)99,938
25
Financial Statements
24
Serko Annual Report 2026
2425

Jan Dawson
Chair of Audit, Risk and Sustainability Committee
Claudia Batten
Chair
Consolidated statement of financial position
As at 31 March 2026
For and on behalf of the Board of Directors, who authorise these financial statements for issue on 20 May 2026
Notes31 Mar 202631 Mar 2025
  $ (000)$ (000)

Current assets
Cash at bank 714,14616,404
Short-term deposits740,00045,000
Trade and other receivables829,99728,392
Derivative financial instruments921194
Total current assets84,16489,990

Non-current assets
Property, plant and equipment108,5653,482
Intangible assets 1121,35330,692
Deferred tax asset61,095329
Other non-current assets8021,847
Total non-current assets31,81536,350

Total assets115,979126,340

Current liabilities
Trade and other payables1214,92318,338
Deferred income141,9381,905
Lease liabilities131,423922
Derivative financial instruments92,3302,565
Income tax payable366369
Total current liabilities20,98024,099

Non-current liabilities
Lease liabilities135,5111,131
Deferred tax liability68251,172
Total non-current liabilities6,3362,303

Total liabilities27,31626,402

Equity
Share capital15255,329249,673
Share-based payment reserve1510,9639,482
Cashflow hedge reserve(1,116)-
Foreign currency translation reserve939607
Accumulated losses(177,452)(159,824)
Total equity88,66399,938

Total equity and liabilities115,979126,340
Consolidated statement of cash flows
For the year ended 31 March 2026
Notes31 Mar 202631 Mar 2025
$ (000)$ (000)

Cash flows from operating activities
Receipts from customers119,08083,142
Interest received1,9173,706
Receipts from government grants1,351231
Taxation paid(1,798) (858)
Payments to suppliers and employees(114,527) (84,080)
Interest payments on lease liabilities(553) (100)
Net GST refunded1,5602,781
Net cash flows (used in) / from operating activities19 7,0304,822
Cash flows from investing activities
Purchase of property, plant and equipment(1,324) (1,236)
Capitalised development costs and other intangible assets(8,596) (4,982)
Business combinations(2,845) (17,322)
Investment in term deposits(110,000) (101,000)
Proceeds from matured term deposits115,000122,500
Net cash flows (used in) / from investing activities(7,765) (2,040)
Cash flows from financing activities
Payment of lease liabilities(1,344) (1,159)
Net cash flows (used in) / from financing activities(1,344) (1,159)
Net increase / (decrease) in total cash(2,079)1,623
Net foreign exchange difference(179)642
Cash and cash equivalents at beginning of period16,40414,139
Cash and cash equivalents at end of the period14,14616,404
Cash and cash equivalents comprises the following:
Cash at bank and on hand714,14616,404
14,14616,404
The accompanying notes form part of these financial statements.The accompanying notes form part of these financial statements.
27
Financial Statements
26
Serko Annual Report 2026

Notes to the Financial Statements
For the year ended 31 March 2026
1. Corporate information
The financial statements of Serko Limited
(Company or Serko) and subsidiaries (Group)
were authorised for issue in accordance with
a Board resolution.
The Company is a limited liability company
domiciled and incorporated in New Zealand
under the Companies Act 1993 and is listed on
the New Zealand Stock Exchange (NZX) and the
Australian Securities Exchange (ASX) as an ASX
Foreign Exempt Listing. The Company is a for-
profit entity and is required to be treated as an
FMC reporting entity under the Financial Markets
Conduct Act 2013.
Its registered office is at Unit 14d, 125 The Strand,
Parnell, Auckland, New Zealand.
The Group provides online business travel booking
software solutions and is headquartered in
Auckland, New Zealand.
2. Basis of accounting
The material accounting policies applied in
the preparation of these Consolidated financial
statements are set out in the respective notes
and in this note. These policies have been
consistently applied to all the years presented,
unless otherwise stated.
a. Basis of preparation
The financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice in New Zealand (NZ GAAP) and the
requirements of the Financial Markets Conduct
Act 2013. The financial statements comply with
New Zealand equivalents to IFRS Accounting
Standards (NZ IFRS) and IFRS Accounting Standards
(IFRS), as appropriate for profit-oriented entities
with public accountability. Other than where
described below, or in the notes, the Consolidated
financial statements have been prepared using the
historical cost convention.
The financial statements are presented in
New Zealand dollars (NZD) and all values are
rounded to the nearest thousand dollars
unless stated otherwise.
b. Going concern
The Board has considered the ability of the Group
to continue to operate as a going concern for
at least the next 12 months from the date the
financial statements are authorised for issue. It
is the conclusion of the Board that the Group will
continue to operate as a going concern and the
Consolidated financial statements have been
prepared on that basis. In reaching their conclusion
the Board has considered the following factors:
• cash reserves (Cash at bank and Short-term
deposits) at 31 March 2026 of $54.1 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
$0.5 million, this included the one-off acquisition
net outflow for GetThere of NZD $2.8 million.
c. Basis of consolidation
The Group’s consolidated financial statements
incorporate the financial statements of the
Company and entities controlled by the Company.
Control is achieved when the Company:
• has power over the investee;
• is exposed, or has the rights, to variable returns
from its involvement with the investee; and
• has the ability to use its power to affect its returns.
Subsidiaries are consolidated from the date the
Company obtains control. They are deconsolidated
from the date that control is lost. The acquisition
method of accounting is used to account for
the acquisition of subsidiaries by the Group.
The consideration transferred for an acquisition is
measured as the fair value of the assets transferred
by the Group, equity instruments issued, and
liabilities incurred or assumed, by the Group at
the date of exchange. Costs directly attributable
to the acquisition are recognised in the income
statement. At the acquisition date the identifiable
assets acquired and the liabilities assumed are
recognised at their fair value.
A change in the ownership interest of a subsidiary,
without a cease of control, is accounted for as an
equity transaction. If the Group ceases control
over a subsidiary, it:
• derecognises the assets (including goodwill)
and liabilities of the subsidiary;
• derecognises the carrying amount of any
non-controlling interests;
• derecognises the cumulative translation
difference recorded in equity;
• recognises the fair value of the consideration
received;
• recognises the fair value of any investment
retained;
• recognises any surplus or deficit in profit or loss;
and
• reclassifies the parent’s share of components
previously recognised in other comprehensive
income to profit or loss or retained earnings,
as appropriate, as would be required if the
Group had directly disposed of the related
assets or liabilities.
Intra-Group transactions, balances and unrealised
gains and losses on transactions between Group
companies are eliminated. Accounting policies
of subsidiaries are consistent with the policies
adopted by the Group.
d. Foreign currency translation
i. Functional and presentation currency
Items included in these Consolidated financial
statements of each of the Group’s entities are
measured using the currency of the primary
economic environment in which the entity
operates ( functional currency). These financial
statements are presented in New Zealand dollars,
which is the Group’s presentation currency and
the Parent’s functional currency.
Key factors supporting the determination that
New Zealand dollars are the Company’s functional
currency are:
• Serko is NZX listed and has raised capital in
New Zealand dollars;
• Serko generates revenue in multiple currencies;
and
• New Zealand dollars are the primary currency for
labour, operating costs and capital expenditure.
ii. Transactions and balances
Transactions in foreign currencies are initially
recorded in the functional currency by applying
the exchange rates ruling at the date of the
transaction. Monetary assets and liabilities
denominated in foreign currencies are
retranslated at the rate of exchange ruling
at balance date.
Non-monetary items measured in terms of
historical cost in a foreign currency are translated
using the exchange rate as at the date of the initial
transaction. Non-monetary items measured at
fair value in a foreign currency are translated
using the exchange rates at the date when the fair
value was determined. Foreign exchange gains
and losses resulting from the settlement of such
transactions, and from the translation at year
end of exchange rates for monetary assets and
liabilities denominated in foreign currencies,
are recognised in the profit and loss.
29
Notes to the Financial Statements
28
Serko Annual Report 2026

2. Basis of accounting (continued)
iii. Foreign currency translation reserve
(FCTR)
Serko translates the results of its foreign
operations from their functional currencies to
the presentation currency using the closing
exchange rate at balance date for assets and
liabilities and the average monthly exchange rates
for income and expenses. The difference arising
from the translation of the statement of financial
position at the closing rates and the statement
of comprehensive income at the average rates
is recognised in other comprehensive income
and accumulated within the foreign currency
translation reserve within the statement of
changes in equity.
e. Sales tax
The Consolidated statement of comprehensive
income and the Consolidated statement of cash
flows have been prepared so that all components
are stated exclusive of sales tax, except where sales
tax is not recoverable. All items in the Consolidated
statement of financial position are stated net of sales
tax except for trade receivables and trade payables,
which include sales tax payable / receivable. Sales
tax includes Goods and Services Tax.
f. Application of new and revised
standards, amendments and
interpretations
NZ IFRS 18 Presentation and Disclosure in Financial
Statements was issued in May 2024 as replacement
for NZ IAS 1 Presentation of Financial Statements.
The standard introduces a new requirement to
classify the components of the income statement
into five defined categories – operating, investing,
financing, income taxes and discontinued
operations – along with two mandatory subtotals
– operating profit and profit before finance and
income taxes.
Along with the above classification changes, the
standard also provides enhanced guidance on how
to organise information and whether to provide it
in the primary financial statements or the notes.
This standard will be effective for the Group’s
reporting period beginning 1 April 2027 and it is
expected that there will be changes to the layout
and disclosures in the Consolidated statement of
comprehensive income.
Other amendments to existing standards that
are not yet effective are not expected to have a
material impact on the Group.
g. Comparatives
Certain comparative amounts have been
reclassified to conform to the current year’s
presentation.
3. Material accounting estimates
and judgements
The preparation of the Group’s Consolidated
financial statements requires the Group to
make judgements, estimates and assumptions
that affect the reported amounts of revenues,
expenses, assets and liabilities and the
accompanying disclosures.
The material judgements, estimates and
assumptions made by management in the
preparation of these financial statements are
outlined within the financial statement notes to
which they relate. A summary of these judgements
is as follows:
• Capitalised development costs (note 11);
• Impairment of intangible assets (note 11); and
• Revenue (note 4).
4. Revenue and other income
Revenue is measured based on the transaction
price specified in a contract with a customer to
the extent it is probable that the entity will collect
the consideration to which it will be entitled in
exchange for the goods or services that will be
transferred to the customer. Where a contract
contains an element of variable consideration,
revenue is only recognised once it is highly
probable that a significant reversal event will not
occur. Revenue is disclosed net of credit notes,
rebates and discounts.
a. Revenue from transaction
and usage fees
Revenue from transaction and usage fees include
travel platform booking revenue, expense platform
revenue and supplier commission revenue.
Revenue from travel platform bookings is recorded
at the time the travel bookings are processed
through Serko’s platforms. The revenue generated
is derived from numerous customer contracts
that feature diverse pricing structures, including
transactional and usage fees with varying triggers
for recognising revenue. Some contracts have
fixed minimum booking volume arrangements.
These commitments typically cover the duration of
the agreement and extend across multiple financial
reporting periods, and revenue is recognised over
the period of volume commitment. Serko records
revenue from its portfolio of contracts with
reference to actual transactions, and minimum
contracted commitments. 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 in-month 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. 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
identifiably distinct services within the contract.
c. Contract assets
Contract assets primarily relate to accrued
supplier commissions revenue (note 8).
The contract asset is reclassified to trade
receivables at the point at which it is invoiced
to the customer. Contract modifications arising
from changes in pricing minimum guaranteed
volumes are assessed on an individual basis
and are accounted for prospectively, rather
than adjusting the revenue for already satisfied
performance obligations.
31
Notes to the Financial Statements
30
Serko Annual Report 2026

4. Revenue and other income (continued)
d. Contract liabilities
If payments received exceed the revenue recognised to date, a contract liability is recognised for the
difference (note 14).
Notes20262025
  $ (000)$ (000)

Revenue – transaction and usage fees:
Travel platform booking revenue 39,05327,280
Expense platform revenue 4,2375,336
Supplier commissions revenue 73,38754,333
Services revenue 2,3751,204
Other revenue 339329
Total revenue 119,39188,482

Government grants141,2671,977
Other 2212
Total other income 1,4881,979

Total revenue and other income 120,879 90,461

20262025
  $ (000)$ (000)
Geographic information
Australia 25,59024,315
New Zealand 2,6142,748
US 16,0386,685
Europe and Other 75,14954,734
Total revenue 119,39188,482
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 2026
there were two customers (2025: two) that contributed more than 10% of the revenue for the Group. These
customers accounted for $84.9 million of the revenue for the year ended 31 March 2026 (2025: $65.4 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 2026, consideration payable to customers was
$6.1 million (2025: $3.6 million).
Revenue is attributed to geographic regions based on the location of the customer, which may differ from
the location of the traveller or ultimate end-user.
5. Expenses

20262025

$ (000)$ (000)

Loss before finance and taxation includes the following expenses:

Employee remuneration68,20354,804
Capitalised development costs(5,403)(4,627)
Contributions to pension plans3,1812,347
Share-based payment expenses7,2465,429
Other remuneration and benefits
2,9051,190
Total remuneration and benefits76,13259,143

Hosting expenses9,4406,955
Third-party connection costs1961,950
Other platform-related costs4,2372,468
Auditor remuneration and other assurance fees306339
Directors’ fees548681
Directors’ fees - subsidiaries2926
Movement of expected credit loss allowance on receivables13852
Bad debts written off126-
Rental and other lease expenses957337
Professional fees3,5874,578
External software development5,3331,455
Computer licenses3,5872,616
Insurance costs1,4561,450
Marketing expenses2,3861,681
Recruitment fees3471 74
Donations1815
Travel and entertainment2,1941,878
Other expenses
3,3311,913
Total other operating expenses38,21628,568

Amortisation15,74318,441
Depreciation
2,2701,466
Total amortisation and depreciation18,01319,907

Expenses from ordinary activities132,361107,618
33
Notes to the Financial Statements
32
Serko Annual Report 2026

5. Expenses (continued)
20262025
$ (000)$ (000)

Finance income and expenses includes:

Finance income
Interest received1,5393,468
Dividends received11
Total finance income1,5403,469

Finance expenses
Interest expense on lease liabilities(553)(100)
Other finance expenses(56)(48)
Total finance expenses(609)(148)

Total finance income and expenses9313,321
20262025
$ (000)$ (000)

Asset impairments and disposals includes:
Goodwill impairment-5,083
Other asset impairments79-
Loss on disposal of fixed and intangible assets2,040271
Total asset impairments and disposals2,1195,354
On 30 September 2025, the Group completed the sale of the InterplX business. The software assets, along
with selected other assets and liabilities, were transferred to Cerebri AI in exchange for a royalty calculated
as a percentage of future revenues. The net loss on the disposal of the InterplX business was $2.0 million.
This amount includes the disposal of $1.6 million of goodwill associated with the InterplX business and the
disposal of fixed and intangible assets worth $0.6 million for contingent consideration with the present value
of $0.2 million.
Auditor remuneration
20262025
$ (000)$ (000)
Amounts for services performed by Deloitte Limited:
Audit of financial statements306303
Other assurance services*-36
Total fees paid to auditors306339
* Other assurance services relate to the Greenhouse Gas Emissions Inventory limited assurance engagement in the prior year.
6. Income tax
Income tax expense comprises current and deferred tax movements.
Tax assets and liabilities for the current period are measured at the amount expected to be recovered from,
or paid to, the taxation authorities based on the current period’s taxable income. The tax rates and tax laws
used to compute the amounts are those that are enacted or substantively enacted in the jurisdictions in
which the Group operates at the reporting date. Taxation is recognised in the income statement, except
when it relates to items recognised directly in equity.
Deferred tax is recognised on all temporary differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences except:
• where the entity has unrecognised losses sufficient to cover the deferred income tax liability; and
• for a deferred income tax liability arising from the initial recognition of goodwill; and
• where the deferred income tax liability arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss, nor gives rise to equal taxable or deductible
temporary differences.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, to
the extent that it is probable that taxable profit will be available against which the deductible temporary
differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) relevant to the
appropriate tax jurisdiction, that have been enacted or substantively enacted at the balance date. Deferred
tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and
liabilities, and where the deferred tax balances relate to the same taxation authority.
20262025
$ (000)$ (000)

Accounting loss before income tax(17,022)(20,602)

At the New Zealand statutory income tax rate of 28% (2025:28%) (4,766)(5,769)
Non-deductible items2,2713,094
Adjustments in respect of income tax211(200)
Foreign taxes(305)1,560
Tax losses and temporary differences unrecognised3,6541,746
Effect of tax on overseas subsidiaries at different rate(350)929
Income tax (benefit) / expense7151,360
At effective income tax rate of:-4.2%-6.6%
35
Notes to the Financial Statements
34
Serko Annual Report 2026

6. Income tax (continued)
20262025
$ (000)$ (000)

Current income tax
Current income tax charge1,591815
Adjustments in respect of income tax211(200)
Deferred tax expense (1,087)74 5
Income tax expense / (benefit) reported in the
statement of comprehensive income
7151,360
Deferred income tax at 31 March relates to the following:

Intangibles
and
non-current
assets
Employee
entitlementsProvisionsOtherTo t a l
$ (000)$ (000)$ (000)$ (000)$ (000)

2026
Balance at 1 April 2025(937)119-(25)(843)
Recognised in profit or loss 66034261241,087
Currency translation205-126
Balance at 31 March 2026(257)46661-270

Presented in the Consolidated statement
of financial position as:
Deferred tax asset 51750870-1,095
Deferred tax liability (774)(42)(9)-(825)
Balance at 31 March 2026(257)46661-270

2025
Balance at 1 April 202458830422441,120
Recognised in profit or loss (306)(185)(225)(29)(745)
Recognised on acquisition(1,214)---(1,214)
Currency translation(5)-1-(4)
Balance at 31 March 2025(937)119-(25)(843)

Presented in the Consolidated statement
of financial position as:

Deferred tax asset 249105-(25)329
Deferred tax liability (1,186)14--(1,172)
Balance at 31 March 2025(937)119-(25)(843)
6. Income tax (continued)
The Group has not recognised deferred tax assets in respect of the following items, as it is not currently
considered probable that future taxable profits will be available in the relevant jurisdictions against which
these benefits can be utilised:
20262025
Unrecognised tax benefits$ (000)$ (000)

Unused tax losses - New Zealand 138,7071 2 7, 47 5
Unused tax losses - Other jurisdictions13,29110,547
Deductible temporary differences - Share based payment 3,44622,140
Deductible temporary differences - Other654921
Total unrecognised tax losses and temporary differences156,098161,083
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.
20262025
$ (000)$ (000)

Cash at bank – New Zealand dollar balances4,7296,815
Cash at bank – foreign currency balances9,4179,589
Cash and cash equivalents14,14616,404

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

New Zealand dollars4,7296,815
Australian dollars1,694727
Chinese Yuan3,1012,897
US dollars3,6945,590
Indian Rupee676367
Euros2528
14,14616,404

Short-term deposits40,00045,000
Cash includes USD $nil (2025: 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 $40.0 million (2025: $45.0 million) represent term deposits used for the investment
of surplus funds. Short-term deposits are all New Zealand dollars denominated.
37
Notes to the Financial Statements
36
Serko Annual Report 2026

8. Trade and other receivables
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Collectability of receivables is reviewed on an ongoing basis. Debts that are known to be uncollectable
are written off when identified. In accordance with NZ IFRS 9: Financial instruments, trade receivables are
assessed for impairment and an expected credit loss (ECL) provision made based on lifetime expected
credit losses. The ECL model considers various aspects of credit risk within a risk matrix, considering
history of debtor write off, ageing of invoices, country, market and product risk.
The impairment, and any subsequent movement, including recovery, is recognised in the Consolidated
statement of comprehensive income.
20262025
$ (000)$ (000)

Trade receivables6,7987,9 7 0
Expected credit loss provision(497)(356)
Trade receivables (net)6,3017,614

GST receivable1,294424
Sundry debtors3,5414,124
Contract assets13,32012,394
Prepayments 5,5413,836
Total trade and other receivables29,99728,392

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

New Zealand dollars3,4343,655
Australian dollars2,8722,553
Euro11,7049,350
US dollars5,5878,898
Other1,356456
24,95324,912
At 31 March the ageing analysis of receivables and contract assets was as follows:
20262025
Ageing analysis$ (000)$ (000)

0-30 days11,65613,870
31-60 days7,0554,767
61-90 days3511,576
91+ days1,056151
20,11820,364
8. Trade and other receivables (continued)
Expected credit loss – Trade receivables
The Group’s trade receivables and contract assets over 60 days were $1.4 million (2025: $1.7 million). An ECL
provision of $497 thousand (2025: $356 thousand) has been recognised, resulting in a movement for the
period of $141 thousand (2025: $182 thousand). Additionally, the Group recognises an allowance of individual
trade 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.
Movement in the Group’s expected credit loss during the year was as follows:
20262025
$ (000)$ (000)

Balance at 1 April 3561 74
Acquisition-123
Bad debts written off(126)-
Expected credit loss provision26452
Currency translation37
Balance at 31 March 497356
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:
20262025
$ (000)$ (000)

Derivative assets
Foreign currency forward exchange contracts -
not designated as hedging instruments21194
Foreign currency forward exchange contracts -
designated as hedging instruments--
Balance at 31 March21194

Derivative liabilities
Foreign currency forward exchange contracts -
not designated as hedging instruments
1,2142,565
Foreign currency forward exchange contracts -
designated as hedging instruments1,116-
Balance at 31 March2,3302,565
39
Notes to the Financial Statements
38
Serko Annual Report 2026

9. Derivative financial instruments (continued)
The following table presents the contractual amounts of the Group’s derivatives:
20262025
$ (000)$ (000)

Derivative assets
Foreign currency forward exchange contracts -
not designated as hedging instruments6188,881
Foreign currency forward exchange contracts -
designated as hedging instruments--


Derivative liabilities
Foreign currency forward exchange contracts -
not designated as hedging instruments24,59759,454
Foreign currency forward exchange contracts -
designated as hedging instruments63,251-
Foreign currency hedges
The Group has designated certain forward exchange contracts as cash flow hedging instruments.
The Group has determined that the cash flows being hedged are highly probable under NZ IFRS 9: Financial
instruments and there is an economic relationship between the hedging instrument and the Group’s EUR
denominated revenue, based on the currency and timing of respective cash flows. Derivatives in hedge
relationships are designated as hedging instruments based on a hedge ratio of 1:1. Hedges are deemed
to be ineffective if there is a change in the forecasted timing or amount of cash flows of hedged items.
The changes in the fair value of forward exchange contracts that are designated and qualify as effective
cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective
portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified
to the income statement in the periods during which the hedged transaction affects the Group’s profit
and loss. For the year ended 31 March 2026, a net hedging gain / loss of $1.1 million (before taxation) was
recognised in other comprehensive income. All designated hedging positions are set to mature between
1 April 2026 and 31 March 2027.
9. Derivative financial instruments (continued)
Hedge position
The Group’s derivative financial instruments designated as hedging instruments are as follows:
20262025

Average
forward
Price
Fair valueNotional
amount
hedged
(NZD)
Average
forward
Price
Fair valueNotional
amount
hedged
(NZD)
$ (000)$ (000)$ (000)$ (000)

Derivative liabilities
Buy NZD – Sell EUR0.511,11663,251---
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.
41
Notes to the Financial Statements
40
Serko Annual Report 2026

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.

Leasehold
improvement
Furniture &
fittings
Computer
equipment
Right-of-use
asset*To t a l
$ (000)$ (000)$ (000)$ (000)$ (000)

2026
Cost or valuation
Balance at 1 April 20256519803,5876,43811,656
Additions3201179436,6638,043
Lease modifications---(340)(340)
Disposals(24)(101)(490)(4,902)(5,517)
Currency translation8(1)(29)(115)(137)
Balance at 31 March 20269559954,0117,74 413,705

Depreciation
Balance at 1 April 20255726262,4674,5098,174
Depreciation expense88666831,4332,270
Disposals(16)(88)(378)(4,823)(5,305)
Currency translation3(1)9(10)1
Balance at 31 March 20266476032,7811,1095,140
Net carrying amount3083921,2306,6358,565

2025

Cost or valuation
Balance at 1 April 20246488983,0405,43910,025
Additions15781,1601,1892,442
Disposals(14)-(644)(252)(910)
Currency translation24316299
Balance at 31 March 2025651 980 3,587 6,438 11,656
Depreciation
Balance at 1 April 20245615552,6923,7177,525
Depreciation expense10683801,0081,466
Disposals--(636)(252)(888)
Currency translation13313671
Balance at 31 March 2025572 626 2,467 4,509 8,174
Net carrying amount79 354 1,120 1,929 3,482
* Right-of-use assets relate to premises leases.
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 product offerings.
The Group capitalises software development costs based on direct costs associated with the project and a
proportion of employee costs that directly relate to the software development project. Computer software
development costs recognised as assets are amortised over their estimated useful lives and tested for
impairment whenever there is an indication that the intangible asset may be impaired. Intangible assets
under development and not yet completed at balance date are recorded as work in progress.
Other expenditures that do not meet the above criteria are recognised as expenses as they are incurred.
This includes research costs and costs associated with maintaining internal computer software programs.
43
Notes to the Financial Statements
42
Serko Annual Report 2026

11. Intangibles (continued)
Amortisation and impairment of non-financial assets
Amortisation is recognised as an expense in the income statement. The estimated useful lives are as follows:
• Goodwill (indefinite useful life, not amortised, but tested annually for impairment);
• Development work in progress (not yet ready for use, tested annually for impairment);
• Computer software (finite, amortised between 3 and 5 years on a straight-line basis); and
• Other intangible assets (finite, amortised between 3 and 5 years on a straight-line basis).
At each reporting date, the Group assesses whether there is an indication that an asset may be impaired.
Where an indicator of impairment exists the Group makes a formal estimate of the recoverable amount.
Where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired
and is written down to its recoverable amount. The recoverable amount is the greater of its fair value less
costs of disposal or value in use. For the purposes of assessing impairment assets are grouped into cash
generating units (CGUs).
Goodwill acquired in a business combination is allocated to CGUs and along with Development work
in progress, is tested at least annually for impairment, or whenever indicators of impairment exist.
At the balance date, Serko had two CGUs – GetThere and Core Serko. At balance date, no indicators
of impairment in relation to the CGUs existed and no goodwill was held by these units.
Development work in progress relates to internally developed software assets. As of 31 March 2026,
the outstanding balance relates to software assets within the Core Serko CGU. Development work in
progress does not generate identifiable cash flows independent of other assets, it however contributes
to the total value of the Core Serko CGU. Consequently, its recoverable amount is tested for impairment
at the CGU level.
The recoverable amount of the Core Serko CGU was determined using a value-in-use calculation based on
a discounted cash flow analysis. Key assumptions include the discount rate, growth rates, and forecasted
financial performance. Management estimates the discount rate using rates that reflect current market
assessments of the time value of money and risks specific to the CGU. Forecasted revenues and costs
are based on historical experience and expectations of future market changes. The value-in-use was
determined using cash flow projections over a five-year period, applying a pre-tax discount rate of 11.7%
(2025: 11.5%) and a terminal growth rate of 2.0% (2025: 2.0%). Sensitivity analysis performed over these
key assumptions—including a 20% reduction in year-five revenue—indicated that no reasonably possible
change in assumptions would result in an impairment.
11. Intangibles (continued)
Goodwill
Computer
software
Development
work in
progress
Other
intangible
assetsTo t a l
$ (000)$ (000)$ (000)$ (000)$ (000)

2026

Cost
Balance at 1 April 20251,67676,858 1,803 7,65087,987
Additions--8,596-8,596
Disposal and impairment(1,623)(17,343)-(1,711)(20,677)
Transfer of cost-6,382(6,382)--
Currency translation(53)(145)-(79)(277)
Balance at 31 March 2026-65,7524,0175,86075,629

Amortisation and impairment
Balance at 1 April 2025-55,179-2,11657,295
Amortisation-13,967-1,77615,743
Disposal-(16,927)-(1,711)(18,638)
Currency translation-(115)-(9)(124)
Balance at 31 March 2026-52,104-2,17254,276
Net carrying amount-13,6484,0173,68821,353

2025

Cost
Balance at 1 April 20241,59463,5304,8761,75971,759
Additions--4,982-4,982
Acquisition5,1107,385-5,80318,298
Disposal and impairment(5,083)(2,289)(45)-(7,417)
Transfer of cost-8,010(8,010)--
Currency translation55222-88365
Balance at 31 March 20251,67676,8581,8037,65087,987

Amortisation and impairment
Balance at 1 April 2024-38,901-1,75940,660
Amortisation-18,172-26918,441
Disposal-(2,068)--(2,068)
Currency translation-1 74-88262
Balance at 31 March 2025-55,179-2,11657,295
Net carrying amount1,67621,6791,8035,53430,692
45
Notes to the Financial Statements
44
Serko Annual Report 2026

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.
20262025
$ (000)$ (000)

Trade payables9403,274
Accrued expenses6,3815,626
Annual leave accrual3,3223,504
Other payables4,2805,934
Total trade and other payables14,92318,338

Disclosed as:
Current14,92318,338
Non-current--
14,92318,338

Foreign currency risk

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

New Zealand dollars
5,7308,139
Australian dollars
1,0401,145
US dollars
5,5838,063
Other
2,570991
14,92318,338
13. Lease liabilities
Recognition and measurement of Serko leasing activities
The Group leases property for fixed periods of between one and five years and some include extension
options. These extension options are usually at the discretion of the Group and are included in the
measurement of the lease asset if management concludes it is reasonably certain that the extension
will be exercised.
Lease liabilities include the net present value of fixed payments less any lease incentives receivable.
The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that
the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions.
The amortisation of the discount applied on recognition of the lease liability is recognised as an interest
expense in the income statement.
Low value and short-term leases are expensed to the income statement. These include leases on property
of $512 thousand (2025: $199 thousand) that are short term in nature.
Key movements relating to lease balances are presented below:
20262025
$ (000)$ (000)

Balance at 1 April2,0531,983
Leases entered into during the period6,6631,189
Lease modification(326)-
Principal repayments(1,344)(1,159)
Foreign exchange adjustment(112)40
Closing balance6,9342,053

Classified as:
Current1,423922
Non-current5,5111,131
Closing balance6,9342,053

Maturity analysis – contractual undiscounted cash flows:
Less than 1 year2,1891,059
Greater than 1 year but less than 2 years2,128672
Greater than 2 years 4,461566
Total undiscounted lease liabilities at 31 March8,7782,297
47
Notes to the Financial Statements
46
Serko Annual Report 2026

14. Deferred income and government grants
Deferred income is presented in the table below:
20262025
$ (000)$ (000)
Opening deferred income1,9051,621
Covid-19 government subsidies-(75)
Research and development tax incentive (RDTI)(66)(548)
Contract liabilities99907
Closing deferred income1,9381,905

Deferred income disclosed as:
Current1,9381,905
Non-current--
1,9381,905
Government grants are not recognised until there is a reasonable assurance that the Group will comply
with the conditions attached to them and that the grants will be received.
The research and development tax incentive is recognised as income as it is expected to be received
in cash.
Government grants are recognised as Other income 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 the table below:
20262025
$ (000)$ (000)

During the year, the Group claimed the following grants:
Research and development tax incentive (RDTI)1,0891,732
Other government grants172122
Total compensation1,2611,854

Income recognised
Covid-19 government subsidies31148
Research and development tax incentive (RDTI)1,0951,707
Other government grants141122
Total income recognised1,2671,977
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
Consolidated statement of comprehensive income when incurred. Transaction costs relating to the issue
of new share capital are recognised directly in equity as a reduction of the share proceeds received.
During the year the Group allocated the following equity instruments to Serko employees (note 17)
in respect of:
• the Restricted Share Plan (RSP), the Group allocated nil shares (2025: nil). Unallocated shares are 1,263,865
(2025: 1,263,865); and
• Restricted share units (RSUs), the Group allocated 3,682,370 (2025: 2,903,814).

2026202520262025

Number of
shares
Number of
shares
$ (000)$ (000)(000)(000)

Ordinary shares
Balance at 1 April249,673244,546123,126121,846
Issue of shares pursuant to RSU scheme5,6565,0381,7561,255
Issue of shares to non-executive directors-89-25
Share capital at 31 March255,329249,673124,882123,126

Share-based payment reserve
Balance at 1 April9,4829,092
RSUs expensed during the year7,2465,429
Shares vested to employees via RSU scheme(5,656)(5,038)
Share options expired(109)(1)
Share-based payment reserve at 31 March10,9639,482
49
Notes to the Financial Statements
48
Serko Annual Report 2026

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:
  20262025
  $ (000)$ (000)

Loss attributable to ordinary equity holders of the Parent
Continuing operations (17,737)(21,962)
  (17,737)(21,962)

Notes20262025
NumberNumber
(000)(000)

Basic earnings per share
Issued ordinary shares15124,882123,126

Weighted average of issued ordinary shares124,467122,629
Adjusted for unallocated employee restricted share plan shares(1,264)(1,264)
Weighted average of issued ordinary shares outstanding123,203121,365

Basic and diluted earnings / (loss) per share (dollars)(0.14)(0.18)

20262025
CentsCents

Net tangible assets per security*53.9257.03
* 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.
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 RSU 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 (2025: 1,263,865 shares).
Employee restricted share units
Under the Employee Incentive Share Scheme (EISS), CEO long-term incentive scheme (CLTI) and Executive
Long Term Incentive scheme (ELTI), Restricted Share Units (RSUs), are allocated to employees at grant date,
which convert into ordinary shares in Serko at vesting date with a zero-exercise price. Awards will be
taxable to the employee in the income year when the awards vest.
Vesting conditions are based on:
• continued employment at vesting date; and / or
• performance hurdles, such as performance against share price targets based on absolute total
shareholder return.
The weighted average grant date fair value of RSUs issued during the year was determined by the volume
weighted average price (VWAP) of shares traded in the previous 20 trading days preceding the designated
grant date. Share-based payments with non-market based performance hurdles are initially recognised
at fair value, subsequently measured and reassessed at each reporting date for the probability of meeting
performance targets, with movements recognised in the Consolidated statement of comprehensive
income. Share-based payments with market based performance hurdles incorporate the market condition
into the grant date fair value and are not subsequently adjusted. Share-based payments with market
based performance hurdles incorporate the market condition into the grant date fair value and are not
subsequently adjusted.
2026202620252025

Weighted
average price
NZ$
Number of
RSUs
Weighted
average price
NZ$
Number
of RSUs

Outstanding at 1 April3,840,2472,910,248
Allocated to employees during the year3.023,682,3703.112,903,814
Cancelled during the year2.97(676,183)3.16(717,896)
Vested during the year3.22(1,755,269)4.01(1,255,919)
Outstanding at 31 March3.025,091,1653.113,840,247
51
Notes to the Financial Statements
50
Serko Annual Report 2026

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. There were no holders of options at 31 March 2026 (2025: 14).
Movements in the number of options outstanding and their related weighted average exercise prices
are as follows:

2026202620252025

Weighted
average
exercise price
($)Options
Weighted
average
exercise price
($)Options

Outstanding at 1 April60,20863,124
Cancelled during the year4.55(10,217)4.80(1,924)
Expired during the year4.80(49,991)3.32(992)
Outstanding at 31 March--4.5960,208
18. Related parties
The Group has related party relationships with its controlled entities and with key management personnel.
a. Subsidiaries
The Consolidated financial statements include the financial statements of Serko Limited and its subsidiaries
as listed in the following table:
  % Equity interest% Equity interest
Entity NamePrincipal activity20262025

Serko Australia Pty LtdSales and marketing100%100%
Serko Trustee LimitedTrustee100%100%
Serko India Private LimitedResearch and development services 100%100%
Serko Investments LimitedNon-trading100%100%
Foshan Sige Information Technology
Limited
Research and development services100%100%
Serko Inc.Sales and marketing100%100%
InterplX, Inc.Non-trading100%100%
GetThere LLCSales and marketing100%100%
b. Transactions with related parties
There were no transactions or outstanding balances held with related parties for the year other than key
management personnel remuneration.
18. Related parties (continued)
c. Key management remuneration*
20262025
$ (000)$ (000)

Non-executive directors' remuneration548592
Non-executive directors' share-based payments-89
Salary and other short-term benefits3,7434,121
Share-based payments2,8211,866
Total compensation7,1126,668
* Key management personnel includes Serko’s Board of directors, the Chief Executive Officer and direct reports. Share-based payments
represent the current year’s expense recognised in the Consolidated statement of comprehensive income 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
personnel. Outstanding balances at year end are unsecured and settlement occurs in cash.
19. Reconciliation of operating profit to net cash outflow from
operating activities
  20262025
  $ (000)$ (000)

Net loss(17,737)(21,962)
Add non-cash items
Amortisation 15,74318,441
Depreciation2,2701,466
Asset impairments and disposals2,1195,354
Deferred tax (gain) / loss(1,087)74 5
Unrealised foreign currency (gain) / losses(549)2,017
Share-based compensation7,2465,518
8,00511,579
Add / (less) movements in working capital items
(Increase) / decrease in receivables(1,223)(11,643)
Increase / (decrease) in income tax payable(4)(286)
Increase / (decrease) in trade and other payables2525,172
(975)(6,757)

Net cash flow (used in) / from operating activities7,0304,822
53
Notes to the Financial Statements
52
Serko Annual Report 2026

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.
Financial liabilities
Financial liabilities are initially measured at fair value, net of transaction costs, and subsequently measured
at amortised cost using the effective interest method.
Financial liabilities are classified as current liabilities unless the Group has a right at the end of the reporting
period 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 the prior year, the Group did not have any financial liabilities exposed to
variable interest rate risk.
Excess funds over the forecasted requirements are invested in short-term deposits with a mixture of
maturity dates. All short-term deposits have fixed interest rates, which means the Group’s exposure to
movements in interest rates is limited.
20. Financial risk management objectives and policies (continued)
ii. Liquidity risk
Liquidity risk represents the Group’s ability to meet its financial obligations as they fall due. In terms of
managing its liquidity risk, the Group holds sufficient cash reserves to meet its obligations arising from
its financial liabilities. Surplus funds are invested in term deposits, with varying maturity dates based on
forecasted cash flows, to manage liquidity risks.
The following table sets out the contractual cash flows for all non-derivative financial liabilities settled
on a gross cash flow basis:
Weighted
average effective
interest rate %
Contractual
cash flows
6 months
or less
7-12
months
1-2
years
2-5
years
More than
5 years
  $ (000)$ (000)$ (000)$ (000)$ (000)$ (000)

Group - 2026
Trade and other
payables
0%10,89810,898----
Lease liability12%8,7781,0891,1002,1284,461-
19,67611,9871,1002,1284,461-
Group - 2025
Trade and other
payables
0%14,83414,834----
Lease liability8%2,297729330672566-
17,13115,563329672566-
b. Currency risk
The Group has exposure to currency risk as a result of transactions denominated in foreign currencies.
The risk specifically relates to the variability of foreign exchange rates for the currencies the Group trades
in and the impact this has on the Group’s financial results. The majority of the Group’s expenditure occurred
in New Zealand dollars, however, sales to overseas customers are transacted in Euros, Australian dollars,
New Zealand dollars and US dollars.
Refer to notes 7, 8, and 12 for further details on the Group’s foreign currency denominated cash and
short-term deposit balances, accounts receivable and accounts payable.
The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity
of + / - 10% (2025: + / - 10%) has been selected based on what management consider to be a reasonable
movement in exchange rates.
55
Notes to the Financial Statements
54
Serko Annual Report 2026

20. Financial risk management objectives and policies (continued)
The sensitivity table below is excluding the impact of foreign exchange contracts:
  Foreign currency risk
  +10% -10%
Foreign exchange
balances
Carrying
amount
Post-tax
profitEquity
Post-tax
profitEquity
$ (000)$ (000)$ (000)$ (000)$ (000)

2026
Cash at bank9,417856856(1,046)(1,046)
Trade and other receivables21,5191,9561,956(2,391)(2,391)
Trade and other payables(9,193)(836)(836)1,0211,021
Net exposure21,7431,9761,976(2,416)(2,416)

+20% -20%
Carrying
amount
Post-tax
profitEquity
Post-tax
profitEquity
$ (000)$ (000)$ (000)$ (000)$ (000)
2025
Cash at bank9,589872872(1,065)(1,065)
Trade and other receivables21,2571,9321,932(2,362)(2,362)
Trade and other payables(10,199)(927)(927)1,1331,133
Net exposure20,6471,8771,877(2,294)(2,294)
c. Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash at bank, short-term deposits,
derivative assets, trade receivables and contract assets. The Group’s exposure to credit risk arises from
potential default of the counterparty, with a maximum exposure equal to the carrying amount of these
instruments. Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group monitors and manages the exposure to credit risk by ensuring customers have an appropriate
credit history. Banking arrangements (including the investment of surplus funds) are monitored to ensure
all banks have sufficient credit ratings and exposure to any one banking partner is limited.
The Group’s other largest concentration of credit risk is with one customer, with $11.7 million receivable
at 31 March 2026 (2025: $9.2 million).
At reporting date, the Group’s cash and short-term deposits were held in several banks with the following
distribution: the largest bank concentration makes up 69%, the second largest concentration is 18%, with
the remaining 13% held in other banks (2025: 60% & 20% each held with two banks and 20% in other banks).
A total of 87% (2025: 88%) 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.
20. Financial risk management objectives and policies (continued)
d. Fair value
The Board considers that the carrying amounts of financial assets and financial liabilities recognised
in the Consolidated statement of financial position approximate their fair value.
21. Events after balance sheet date
There were no other material events between the balance sheet date and the date these financial
statements were authorised for issue.
22. Contingent liabilities
There were no contingent liabilities at balance date (2025: $nil).
57
Notes to the Financial Statements
56
Serko Annual Report 2026

Independent Auditor’s Report
To the Shareholders of Serko Limited
Opinion We have audited the consolidated financial statements of Serko Limited (the ‘Company’) and its
subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31
March 2026, and the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated 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 22 to 57, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2026,
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 IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting
Standards Board.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the 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 of Ethics for
Professional Accountants (including International Independence Standards) (‘IESBA Code’) as
applicable to audits of financial statements of public interest entities. We have also fulfilled our
other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor, we have no relationship with or interests in the Company or
any of its subsidiaries, except that partners and employees of our firm deal with the Company and
its subsidiaries on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries.
Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $2,350,000.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor’s Report
To the Shareholders of Serko Limited
Opinion We have audited the consolidated financial statements of Serko Limited (the ‘Company’) and its
subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31
March 2026, and the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated 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 22 to 57, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2026,
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 IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting
Standards Board.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the 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 of Ethics for
Professional Accountants (including International Independence Standards) (‘IESBA Code’) as
applicable to audits of financial statements of public interest entities. We have also fulfilled our
other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor, we have no relationship with or interests in the Company or
any of its subsidiaries, except that partners and employees of our firm deal with the Company and
its subsidiaries on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries.
Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $2,350,000.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Revenue recognition
The Group has reported total revenue of $ 119.4 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 is $39.1 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,
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 $8.6 million and transferred $6.4 million
of work in progress to software assets, as set out in note 11 'Intangibles'. $4
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 amounts of the Group’s cash-generating units are
determined using a value-in -use calculation based on a discounted cash flow
analysis. This calculation involves judgement, with key assumptions including
the discount rate, growth rates, and forecasted financial performance.
We have included capitalisation and impairment considerations of software
development as a key audit matter due to the level of judgement required.
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 and performed sensitivity analysis over
key drivers in the Group’s impairment model,
particularly assumptions around forecast revenue
growth rates.

Key audit matter How our audit addressed the key audit matter
Revenue recognition
The Group has reported total revenue of $ 119.4 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 is $39.1 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,
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 $8.6 million and transferred $6.4 million
of work in progress to software assets, as set out in note 11 'Intangibles'. $4
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 amounts of the Group’s cash-generating units are
determined using a value-in -use calculation based on a discounted cash flow
analysis. This calculation involves judgement, with key assumptions including
the discount rate, growth rates, and forecasted financial performance.
We have included capitalisation and impairment considerations of software
development as a key audit matter due to the level of judgement required.
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 and performed sensitivity analysis over
key drivers in the Group’s impairment model,
particularly assumptions around forecast revenue
growth rates.

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Other information

The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the ESG Report and in the Annual Report that
accompanies the consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
Directors’ responsibilities for the
consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the
audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1
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
20 May 2026

Independent Auditor’s Report
To the Shareholders of Serko Limited
Opinion We have audited the consolidated financial statements of Serko Limited (the ‘Company’) and its
subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31
March 2026, and the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated 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 22 to 57, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2026,
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 IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting
Standards Board.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the 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 of Ethics for
Professional Accountants (including International Independence Standards) (‘IESBA Code’) as
applicable to audits of financial statements of public interest entities. We have also fulfilled our
other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor, we have no relationship with or interests in the Company or
any of its subsidiaries, except that partners and employees of our firm deal with the Company and
its subsidiaries on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries.
Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $2,350,000.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Introduction
The Board and management of Serko Limited
(Company or Serko) are committed to ensuring
that Serko maintains best practice corporate
governance and adheres to high ethical standards.
Serko is required to report against the NZX
Corporate Governance Code dated 31 January
2025 (NZX Code). The Board considers that
Serko’s corporate governance structures,
practices and processes have followed all of the
Recommendations in the NZX Code during the
financial year ended 31 March 2026 and as at the
date of this Annual Report.
As part of Serko’s commitment to best practice
governance, it has also voluntarily followed all of
the Recommendations in the Australian Securities
Exchange Corporate Governance Council
Principles and Recommendations (Fourth Edition).
An index setting out where each NZX Code
Principle and Recommendation is addressed is
set out on pages 88 - 89.
Stock exchange listing
Serko is listed on the New Zealand Stock Exchange
(NZX Main Board) and on the ASX as an ASX Foreign
Exempt Listing. As an NZX listed issuer and ASX
Foreign Exempt issuer, Serko complies with the
NZX Listing Rules and applicable ASX Listing Rules.
Pursuant to ASX Listing Rule 1.15.3, Serko confirms
that it continues to comply with the NZX Listing Rules.
Serko is incorporated in New Zealand.
Ethical standards
The Board recognises that high ethical standards
and behaviours are central to good corporate
governance.
Code of Ethics
Serko’s Code of Ethics outlines how Serko people,
being its directors, employees, contractors and
advisers of Serko and its subsidiaries, 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;
e. requiring Serko people to be familiar with, and
comply with, all relevant laws and policies; and
f. requiring Serko people to act ethically,
responsibly, honestly and with high standards
of personal integrity at all times; and
3. highlighting mechanisms to report any potential
or actual breach of the Code of Ethics, including
via the Whistleblowing Policy.
The Board will be provided with timely information
relating to any material breaches of the Code
of Ethics.
The Code of Ethics is available to all Serko people
via the Company’s intranet and is provided to all
new employees and directors. Onboarding training
on the Code of Ethics is incorporated as part
of the induction process for new employees.
Regular training for existing Serko people is
also incorporated into our ongoing compliance
training schedule.

Corporate
Governance
Statement
For the year ended 31 March 2026
This Corporate Governance Statement has
been prepared in accordance with the NZX
Listing Rules and was approved by the Serko
Board on 20 May 2026.
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62

Whistleblowing Policy
A stand-alone Whistleblowing Policy, which is
overseen and monitored by the Audit, Risk and
Sustainability Committee, exists to support the
application of the Code of Ethics and defines the
process for raising serious wrongdoings within
Serko. It forms part of a broader ‘See Something,
Say Something’ approach at Serko, designed to
provide different mechanisms and channels to
raise concerns, both formal and informal.
Under the Whistleblowing Policy, employees
may choose to raise concerns with managers or
members of the Executive Team, but they can also
raise concerns and report serious wrongdoings
via an independent external whistleblower hotline.
A designated email address, accessible only by
non-executive directors, is also available for staff
to confidentially raise concerns.
The Audit, Risk and Sustainability Committee is
informed of all material incidents under this policy.
Other ethical standards
and policies
In addition, Serko also has the following ethical
standards and policies in place:
1. Anti-Bribery and Corruption Policy: Serko
takes a zero-tolerance approach to bribery
and corruption and is committed to acting
professionally, fairly and with integrity in
all business dealings and relationships.
This policy sets out our responsibilities,
and the responsibilities of those working for
and on our behalf, in observing and upholding
our requirements on bribery and corruption,
the giving or acceptance of gifts and dealing
with government officials.
2. Business Partner Code of Conduct: Serko’s
Business Partner Code of Conduct is designed
to communicate Serko’s expectations in relation
to ethical and other behaviours to our partners.
For more information about the work that is
being completed in this area, including Serko’s
Business Partner Code of Conduct, supply chain
initiatives and partner screening, please refer to
the ‘Social’ section of our ESG Report, available
at serko.com/investors.
3. Human Rights Policy: Our Human Rights Policy
sets out our commitment to respecting human
rights, as well as Serko’s approach to preventing
and addressing modern slavery risks to meet
Australian legislative requirements.
4. Modern Slavery Statement: This statement,
which is published annually, addresses the steps
taken by Serko and the planned future actions
to identify and address the risks of slavery
and human trafficking as at 29 April 2026.
This includes conducting targeted due diligence
on higher risk suppliers, improving supply chain
visibility to identify and mitigate risks, and
delivering regular compliance reporting to
the Board.
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.
The Board
The Board is elected by shareholders to govern Serko in the interests of its shareholders and to protect
and enhance the value of Serko’s assets. The Board is responsible for corporate governance and Serko’s
overall strategic direction and is the overall and final body responsible for all decision-making within
Serko. The Board Charter describes the Board’s roles and responsibilities and regulates internal
Board procedures.
Our Board – Diversity, size and composition
The directors of Serko’s Board, as at the date of this Annual Report, are set out on pages 18 - 19.
A brief profile, including the experience of each director, can be found on pages 18 - 19.
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 20072008200920102011201220132014201520162017201820192020202120222023202420252026
Darrin Grafton
Bob Shaw
Claudia Batten
Jan Dawson
Sean Gourley
* Serko was founded in 2007.
As at 31 March 2026, the average tenure of non-executive directors is 6.3 years and the average tenure of all
directors is 11.4 years.
Board gender mix
All directors
60.0%40.0%
Non-executive directors
33.3%66.7%
19 years (co-founder)
19 years (co-founder)
12 years (since IPO)
5 years
2 years
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Serko Annual Report 2026

Board skills matrix
The Board regularly reviews its skills matrix as part of its succession planning and considers the appropriate
mix of skills required to govern Serko as its strategy evolves and Serko expands internationally.
The Board assessed the skills of its directors and reviewed the Board’s skills matrix. A summary of this matrix
is set out below.
Capability
Skill category Director capability
Travel industry knowledge
Experience in the travel industry, including knowledge of travel trends,
customer needs and industry specific challenges and opportunities.
Technology, AI and innovation
Expertise in the development and implementation of travel technology
solutions, including software, platforms and innovative tools such as
artificial intelligence that enhance the travel experience.
Cyber security and data governance
Expertise in data collection, processing, analysis and protection,
including best practice for cyber security, the application of data in
artificial intelligence and to derive insights and drive decision-making.
Digital product lifecycle management
Experience in managing and marketing digital products, including
understanding technology trends, user experience and the software
value chain.
Global market expansion
Experience in expanding into international markets, including direct
sales, market entry strategies and customer channel management.
Strategy
Expertise in corporate strategy, business development, strategic
reviews, mergers and acquisitions and forming strategic partnerships.
Executive leadership
Experience as a senior executive in a large organisation or
public company.
Financial acumen
Significant experience in finance, accounting, tax management,
capital markets, banking and investor relations, particularly within
a public company.
Governance, sustainability and risk
Depth of experience in governance (including on public company
boards), investor engagement, sustainability and risk, including
oversight of climate risks / opportunities.
Organisation, culture and change
Expertise in human resources, including remuneration, retention,
workforce planning, talent management, organisational change and
fostering a positive organisation culture.
Key capabilities
Claudia Batten, BCom, LLB (hons)
Technology and Innovation, Global
Market Expansion, Strategy, Governance,
Sustainability and Risk
Bob Shaw
Technology and Innovation, Strategy,
Travel Industry Knowledge, Global
Market Expansion
Sean Gourley, Phd (Physics), MPhys
Technology and AI, Cyber Security and
Data Governance, Strategy, Governance
Darrin Grafton
Travel Industry Knowledge, Strategy,
Technology and Innovation, Digital
Product Lifecycle Management
Jan Dawson, BCom
Financial Acumen, Governance,
Sustainability and Risk, Strategy,
Executive Leadership
Board appointments, training
and evaluation
The Board is responsible for the nomination and
appointment of directors to the Board. The Board
Charter sets out the process of nomination and
appointment of directors to the Board.
The Board will regularly review the structure, size
and composition (including the skills, knowledge
and experience) of the Board and formulate
succession plans, taking into account the challenges
and opportunities facing the Company and the skills
and expertise required on the Board in the future, to
ensure that the Board has the appropriate balance
of skills, knowledge, experience, independence
and diversity to enable it to discharge its duties and
responsibilities effectively. The Board will identify
external candidates to fill Board vacancies as and
when they arise.
When considering candidates to act as a
director, the Board will consider factors it deems
appropriate, including the candidate’s background,
experience and qualifications. Serko undertakes
appropriate ‘fit and proper’ background checks
before appointing a director or a member of the
Executive Team, or putting forward any candidate
for election as a director.
The procedure for the appointment and removal
of directors is ultimately governed by Serko’s
Constitution and the NZX Listing Rules. All directors
are elected by Serko’s shareholders (other than
directors appointed by the Board, who must retire
and stand for election at the next meeting of
shareholders). Directors are subject to the rotation
requirements set out in the NZX Listing Rules.
At the time of appointment, each new director signs
a comprehensive letter of appointment, setting
out the terms of their appointment, including
duties and expectations in the role. Each director
receives the Code of Ethics, and other related
governance documents, policies and procedures,
and is introduced to the business through a tailored
induction programme.
All directors are regularly updated on relevant
industry and Company issues and are expected
to undertake training to remain current on how
best to perform their duties as directors of Serko.
All directors have access to senior management
to discuss issues or obtain information on specific
areas or items to be considered at Board meetings
and each director actively utilises this access to
support the Company and its Executive Team.
Low to Medium capability High to Very High capability
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All three of Serko’s non-executive directors
(Claudia Batten (Chair), Jan Dawson 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. Serko’s executive directors are not
considered independent.
The Board and Board Committees and each director
have the right to seek independent professional
advice, at Serko’s expense, to assist them in carrying
out their responsibilities.
Evaluation of the performance of the Board and its
Committees is regularly undertaken. A performance
review of the Board (individually and collectively)
was carried out by the Chair of the Board for FY26.
Each Committee’s performance is also reviewed by
the Board on an annual basis against its Charter.
Independence of directors
The Board (other than Claudia Batten) has
considered the tenure of Claudia, who has been
a director since 2014, and the Chair since 2020.
The Board considers that she continues to bring
independence of judgement when carrying out
her director duties and acts in the best interests
of Serko and its shareholders.
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.
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
3x Independent directors
2x Non-independent directors
Inclusion and diversity
Serko has an Inclusion and Diversity Policy that reflects its commitment to achieving diversity in skills,
attributes and experience of our directors, Executive Team and employees across a broad range of criteria
(including, but not limited to, culture, gender and age). The People, Remuneration and Culture Committee
is responsible for oversight and monitoring of the Inclusion and Diversity Policy and for developing and
recommending to the Board measurable objectives for achieving the principles set out in the policy.
The Board is responsible for setting measurable objectives for achieving diversity and assessing Serko’s
progress on an annual basis towards achieving the objectives. The Board has evaluated Serko’s progress
towards achieving the principles set out in the Inclusion and Diversity Policy and determined that progress
towards achieving the measurable objectives and other initiatives is appropriate. Serko’s performance
against its measurable objectives, including relevant FY26 achievements, is set out in our ESG Report
available at serko.com/investors.
As at 31 March 2026, the gender split across Serko’s Board and Executive Team was as follows:
Board and Executive Team
20262025
FemaleMaleNon BinaryFemaleMaleNon Binary
Directors2 (40%)3 (60%)02 (33%)4 (67%)0
Executive Team *2 (29%)5 (71%)02 (29%)5 (71%)0
* Executive Team are the Senior Executives of Serko, comprising the CEO and direct reports to the CEO and this corresponds to ‘Officers’
as defined under Listing Rule 3.8.1(c). The Chief Executive Officer and Chief Strategy Officer are included in both the number of directors
and Executive Team reported.
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Board committees
Board committees focus on specific areas of
governance, enhancing the efficiency and
effectiveness of the operation of the Board.
However, the Board retains ultimate responsibility
for the functions of its committees and determines
each committee’s roles and responsibilities.
The current standing committees of the Board are:
1. Audit, Risk and Sustainability Committee; and
2. People, Remuneration and Culture Committee.
Details of the roles and responsibilities of these
Committees are described in their respective
Charters and are summarised below.
The Board has determined that the whole Board
will carry out the functions of a nomination
committee.
As at the date of this Annual Report, the Board
has determined that no other standing committees
are required.
Audit, Risk and Sustainability
Committee
The Audit, Risk and Sustainability Committee
advises and provides assurance to the Board,
to enable the Board to fulfil its oversight
responsibilities relating to Serko’s risk management
and internal control framework, the integrity of
its financial reporting, its auditing processes and
sustainability matters (including management
and monitoring of climate-related risks and
opportunities). In carrying out its risk management
functions, the Committee is specifically responsible
for oversight of information security risk practices.
Under the Audit, Risk and Sustainability Committee
Charter, the Committee must be comprised
of a minimum of three members who are each
non-executive directors, the majority of whom
are also independent directors and at least one
independent director with an adequate accounting
or financial background. Further, the Chair of the
Committee is required to be independent and
not also be the Chair of the Board. The Chair of
the Committee is not permitted to have been an
audit partner or senior manager at Serko’s external
audit firm within the past three years. The current
members of the Committee are Jan Dawson
(Chair), Claudia Batten and Sean Gourley, all of
whom are independent, non-executive directors.
Their qualifications and experience are set
out on pages 18 - 19 of this Annual Report.
Jan Dawson is both an independent director
and a financial expert.
People, Remuneration and
Culture Committee
The People, Remuneration and Culture Committee
oversees remuneration and people-related policies
and practices, executive succession planning and
culture and employee wellbeing. The Committee is
responsible for oversight and monitoring of Serko’s
Inclusion and Diversity Policy.
Under the People, Remuneration and Culture
Committee Charter, the Committee must have
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 Sean Gourley (Chair), Jan Dawson
and Claudia Batten, all of whom are independent,
non-executive directors. Their qualifications and
experience are set out on pages 18 - 19 of this
Annual Report.
Ad hoc committees
From time to time, the Board may establish
an ad hoc committee to deal with a particular
issue that requires specialised knowledge
and experience.
Board and Committee attendance
The directors’ attendance at FY26 Board and Committee meetings is set out in the table below.
Directors also met for several additional special meetings during the financial year to undertake specific
planning for the business outside of scheduled Board and Committee meetings. Employees only attend
meetings by invitation of the Board or Committee.
Director attendance Board
Audit, Risk and
Sustainability Committee
People, Remuneration
and Culture Committee
Claudia Batten 12/124/4 4/4
Jan Dawson12/124/44/4
Sean Gourley *11/124/43/4
Darrin Grafton12/12****
Clyde McConaghy ***4/120/41 /4
Bob Shaw 12/12****
* Appointed as Chair to the People, Remuneration and Culture Committee in June 2025.
** Indicates the director is not a member of the Committee (although they may have been in attendance for these meetings).
*** Retired from the Board and as Chair of the People, Remuneration and Culture Committee in June 2025.
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Reporting and disclosure
Serko is committed to promoting investor
confidence by ensuring that the trading of Serko
shares occurs in an efficient, competitive and
well-informed market. The Board is tasked with
ensuring the integrity of financial and non-financial
reporting to shareholders.
Market Disclosure Policy
Our Market Disclosure Policy guides Serko’s
compliance with the continuous disclosure
requirements of the NZX Main Board. In addition,
directors and management consider at each Board
meeting whether there are any issues that have
arisen that require disclosure to the market.
Under this policy, a Disclosure Committee has
been established whose role it is to determine
whether information is ‘material information’ and
whether the material information is required to
be released to the NZX and ASX. The Disclosure
Committee comprises the Board Chair, the Audit,
Risk and Sustainability Committee Chair, the Chief
Executive Officer and the Disclosure Officers,
being the Chief Financial Officer and the General
Counsel & Company Secretary (or their respective
nominees). The Disclosure Officers are responsible
for administering the policy.
Charters and policies
Key corporate governance documents referred to
in this Corporate Governance Statement, including
policies and charters, are available on our website
at serko.com/investors.
Financial reporting
The Board is responsible for overseeing the
integrity of Serko’s accounting and corporate
reporting systems, including the preparation of
the financial statements. As part of this process,
the Chief Executive Officer and the Chief Financial
Officer are required to state in writing to the
Board that, to the best of their knowledge, Serko’s
financial records are properly maintained and the
financial reports:
• present a true and fair view of Serko’s financial
condition and operational results;
• are prepared in accordance with the relevant
accounting standards; and
• are founded on a sound system of risk
management and internal control that is
operating effectively.
The Board is committed to reporting Serko’s
financial reports in a manner that is balanced, clear
and objective, in accordance with relevant financial
standards. The FY26 full-year Financial Statements
are set out from page 22 of this Annual Report.
Non-financial reporting
Serko’s Annual Report and ESG Report provide
information about how Serko is performing
on various non-financial matters, including
environmental, social and governance
(ESG) matters.
A copy of the ESG Report is available on our
website at serko.com/investors.
Climate reporting
The proposed amendments in the Financial
Markets Conduct Amendment Bill, announced
in October 2025, will raise the mandatory
climate-reporting threshold for listed issuers
from $60 million to $1 billion market capitalisation.
Under this change, Serko will no longer be classified
as a climate-reporting entity. For the FY26 reporting
period, Serko has chosen to rely on the interim
‘no action’ relief offered by the Financial Markets
Authority for entities sitting below the $1 billion
market capitalisation threshold and not publish
a Group Climate Statement aligned with the
New Zealand Climate Standards. However, Serko
remains committed to transparent reporting on
its carbon-reduction progress and this includes
voluntarily publishing an annual Greenhouse Gas
(GHG) Emissions Inventory Report.
Serko’s approach to climate change and the
environment, including the GHG emissions
inventory, is set out in our ESG Report which is
available on our website at serko.com/investors.
Remuneration
Serko is committed to remunerating its
non-executive directors, executive directors and
employees fairly, transparently and reasonably.
Serko’s Remuneration Policy and our remuneration
practices are detailed in the Remuneration Report
set out from page 91 of this Annual Report.
Risk management
Serko is committed to proactively and consistently
managing risk to:
• enhance and protect Serko’s value by delivering
on our commitments and meeting stakeholders
expectations;
• allow Serko to pursue opportunities in an
informed way and aligned with the Board’s risk
appetite; and
• ensure a safe and secure environment for our
people, partners and customers.
Risk Management Framework
Serko’s risk management programme is operated
in accordance with its Managing Risk Policy and
Risk Management Framework (Framework).
The Framework:
• articulates Serko’s process to identify, assess,
control, monitor and report on risks that may
affect the ability to achieve objectives; and
• covers financial and non-financial risks, as well
as those related to internal compliance systems.
On an annual basis, Serko’s Board reviews and
approves the risk appetite categories, target levels
and appetite statements under the Framework.
FY26 was no different, with all risk categories
reviewed and amended to better suit the Serko
business of the future. The Board discussed and
approved the risk appetite for the year ahead.
Serko’s management is responsible for developing
mitigation strategies to manage risks within
the Board’s defined risk appetite and tolerance
levels. An extensive risk register is maintained by
management, with ongoing monitoring and review
of all risks identified.
If a business risk becomes a Top Risk, additional
reporting and oversight is required. A Top Risk
is a business risk that has been identified and
assessed as having a critical or high residual rating.
The Audit, Risk and Sustainability Committee can
use their discretion and add a lower-rated risk to
the Top Risk group should they believe visibility at
Committee level is required.
In its oversight function, the Audit, Risk and
Sustainability Committee receives risk reports
at each meeting, covering Serko’s Top Risks,
monitoring results and trends, mitigation
strategies, action plans and updates on the
ongoing programme of work. This Committee
reports back to the Board following each
meeting, with the Board also having access to the
Committee’s minutes.
The Audit, Risk and Sustainability Committee
receives updates from Serko’s Chief Information
Security Officer on information security threats,
risks and mitigation plans as part of each
Committee meeting. Additional reporting on
information security risk is provided to the Board
monthly, covering progress on the security
programme, key monitoring metrics and insights.
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Summary of Serko’s Top Risks
The table below includes Serko’s Top Risks, together with our health and safety business risk.
RiskDescriptionPrincipal mitigants
AI Business
Transformation
Serko fails to transition from
linear workflows to an AI-driven
ecosystem resulting in an under-
optimised AI first transformation,
with missed opportunities for
scalable growth and market-
leading responsiveness.
• Product Development: AI-first product capability (Serko.ai),
focused on an autonomous assistant to manage travel intent
and execution, with ongoing experimentation to test and
validate emerging approaches and support appropriate
self-disruption.
• Engineering Practices: Deploy autonomous coding agents to
automate routine development tasks, enabling our team to
achieve significantly greater software output per employee.
• Organisation Workflow: Redesign of internal workflows to
automate mundane administrative tasks, allowing staff to
shift from manual execution to high-value strategic direction.
• AI Fluency: Embed AI-native logic into the DNA of every
department through continuous experimentation to
ensure our teams’ capabilities keep at pace with external
technology advancements.
Business Travel
Downturn
Sudden and prolonged downturn
in demand for business travel
due to macroeconomic
conditions, natural disasters,
pandemics, extreme weather
events, breakdown in critical
infrastructure or geopolitical
events.
• Operating multiple commercial models across varied
geographies and travel categories to reduce exposure to
market-specific volatility.
• Leveraging proprietary platform data and quantified scenario
planning and stress testing to enable early identification of
emerging trends and timely decision-making.
• Maintaining robust capital reserves and rigorous business
continuity plans to neutralise or absorb the impact of
temporary external shocks positioning the business to
capture market share during recovery.
Customer
Concentration
The potential for significant
financial loss or business failure
resulting from an over-reliance
on a limited pool of customers,
ie, Booking.com for Business.
• Investment in Serko.ai: Serko is investing in Serko.ai as part
of the strategy to balance the revenue stream mix, including
targeted growth in the US market. The time horizon for this
risk is tied to the long-term strategic plan to diversify revenue
streams, specifically through investment in Serko.ai.
• Ongoing review of Booking.com’s strategic direction that
may impact Serko’s revenue from Booking.com for Business.
• Mapping out key steps between now and 2029’s contract
renewal with Booking.com.
• Leverage the deep strategic relationship with Booking.com
to maintain early visibility of strategic changes or prioritisation
within Booking Holdings, that may impact Serko’s revenue
growth expectations.
Summary of Serko’s Top Risks (continued)
The table below includes Serko’s Top Risks, together with our health and safety business risk.
RiskDescriptionPrincipal mitigants
Cyber SecurityData is stolen, accessed, acquired,
shared, exposed or disclosed
without authorisation due to
security practices failure.
• Mandatory, regular security awareness training for all
staff, with completion tracked and refreshers targeted
to emerging threats.
• A tested security incident and crisis response framework
with Board-level involvement and regular simulation exercises
to validate readiness.
• Data minimisation programme operating in conjunction with
Serko’s Data Retention Policy and Schedules.
• A threat-informed security operations capability delivering
rapid detection, response and recovery, supported by
proactive vulnerability management across critical assets
and infrastructure.
• Regular independent security assessments to confirm controls
operate effectively, risks remain within appetite, and security
aligns with regulatory and industry standards.
• Use of structured maturity frameworks to measure,
benchmark, and improve security across the software
development lifecycle, hosting, AI and machine learning,
and operations, supported by data loss prevention controls
to prevent unauthorised data transfer.
Data Protection
and Privacy
Privacy practices do not
meet legal requirements or
contractual commitments
resulting in unauthorised
collection, use, disclosure,
modification, destruction or
storage of personal information.
• Dedicated Privacy Officer responsible for annual
privacy programme.
• Onboarding and ongoing mandatory training of all
Serko employees and contractors.
• Data Governance Group and Data Steering Committee
established with privacy and legal representation to
oversee data analytics and experimentation activities.
• AI governance framework established to include privacy
oversight of the implementation and use of AI tools under
Serko’s AI Acceptable Use Policy.
• Data minimisation programme operating in conjunction
with Serko’s Data Retention Policy and Schedules.
• Privacy review of all contractual commitments involving
personal data.
• Privacy considerations incorporated into incident
management policies and practices.
FX Rate Fluctuations in currency
exchange rates will impact
our financial performance.
• Serko sets forward exchange contracts to protect future short
term cash flows from fluctuations in FX rates. Contracts are
denominated in currencies Serko received revenue in, but
does not have substantial expenditure (EUR and AUD).
• Board approved Treasury Policy which sets the guidelines for
the level of contracts to be entered into.
• Board reporting on key FX rates (USD and EUR) are reported
frequently with a recommendation on any actions to consider
from the Chief Financial Officer.
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Summary of Serko’s Top Risks (continued)
The table below includes Serko’s Top Risks, together with our health and safety business risk.
RiskDescriptionPrincipal mitigants
Go To MarketSerko.ai product and features fail
to achieve commercial objectives
due to misalignment or failures
of distribution channels, pricing
strategy, commercial model,
product marketing and / or
operational readiness to support
the product launch.
• Cross-Functional Collaboration and go to market processes
established that align Product, Sales, Marketing and Operations
from the inception phase through to post-launch evaluation.
• Customer-Informed Development: Mitigating misalignment
through early adopter groups and Beta testing to validate
value propositions and ’product market fit’ before a
full-scale release.
Market
Disruption
Failure to retain and win customers
due to rapidly evolving competitor
products and substitute
technologies disrupting the
market for business travel.
• Sales and marketing activity focused on customer retention
and new direct customer acquisition.
• Pursue global reseller relationships in new geographies to
reduce concentration risk, with continued investment in
direct go to market sales.
• Channel partner programme to support sales and operational
enablement with a strong focus on reseller partnerships.
• Market monitoring for disrupters, new entrants and
technological advancements and innovation.
Platform
Performance
Product experience is undermined
by platform failure to meet
required performance, system
reliability and uptime standards.
• Comprehensive service observability, including dedicated
observability and alerting personnel and tooling.
• Serko platform modernisation and investment programme.
• Investment in incident management processes, training
and tooling.
• 24/7 / 365 on-call programme with technical specialists
and escalation policies covering global system availability.
• Independent and regular audits, assurance and testing
(eg, SOC2, PCI audits).
Product
Market Fit
New products and features fail
to meet customer and business
partner requirements, resulting in
a failure to acquire new customers
and undermining a change in
commercial model.
• Customer Centric Design: Product roadmaps are dictated by
verified customer pain points rather than internal assumptions.
• Co-Innovation Partnerships: Engaging key business
partners and customers in the design phase to ensure new
features align with the broader ecosystem and distribution
requirements.
• Voice of the Customer: Systematic feedback loops - Customer
Satisfactions Score (CSAT) and Customer Advisory Boards - to
provide real-time data on product sentiment.
• Adoption and Engagement Analytics: Monitoring usage metrics
to identify ’friction points’ in the user journey early and address
them through rapid updates.
Health and
Safety
Failure to maintain a safe and
healthy work environment may
lead to increased workplace
injuries, decreased productivity
and potential legal liabilities due
to inadequate risk management
practices.
• Bi-monthly pulse and listening surveys.
• Governance and Oversight: Regular reporting to the Board
and relevant Committees on key health, safety and wellbeing
performance indicators (KPIs), ensuring executive oversight
of risk trends and incident management.
• Active identification, assessment and mitigation of Health and
Safety risks using the health and safety hazard risk register.
• Integrated Wellbeing Programmes: Comprehensive initiatives
supporting mental, physical and financial health, including
flexible working models, ongoing wellbeing programme of
events and proactive Employee Assistance Programmes (EAP).
For more information about the work being completed in this area, refer to our ESG Report which is
available at serko.com/investors.
Auditors
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 FY26 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 external auditor 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.
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Information for shareholders
Serko is committed to maintaining a full and
open dialogue with our shareholders (and other
interested stakeholders) and we have in place
an investor relations programme to facilitate
effective two-way communications with
shareholders. The aim of Serko’s investor
relations and communications programme
is to provide shareholders with information
about Serko and to enable them to actively
engage with Serko and exercise their rights as
shareholders in an informed manner. We facilitate
communications with shareholders through
written and electronic communications and by
facilitating shareholder access to directors,
management and Serko’s auditor.
We provide shareholders with communications
through the following channels:
• the investor section of Serko’s website;
• full-year reporting and half-year results;
• the Annual Shareholders Meeting;
• regular disclosures on Serko’s performance
and news via stock exchange online
disclosure platforms;
• disclosure of presentations provided to analysts
and investors during regular briefings; and
• Serko’s Investor Day held with investors
and analysts.
Serko’s website is an important part of Serko’s
shareholder communications strategy. Included
on the website is a range of information relevant
to shareholders and others concerning the
operation of Serko. Serko has published on its
website this Corporate Governance Statement,
which outlines our governance practices, as well
as our ESG Report, predominantly focused on our
environment and social responsibility practices.
Shareholders may, at any time, direct questions
or requests for information to directors or
management through Serko’s website or by
emailing investor.relations@serko.com.
We provide shareholders with the option to receive
communications from, and send communications
to, Serko and its share registrar electronically.
The majority of Serko shareholders have elected
to receive electronic communications.
Shareholder protections
and voting rights
All ordinary shares on issue have the same voting
rights, each conferring on the registered holder
an equal right to vote on any resolution at a meeting
of shareholders.
In accordance with the Companies Act 1993,
Serko’s Constitution and the NZX Listing Rules,
Serko refers major decisions that may change the
nature of Serko to shareholders for approval.
Serko conducts voting at its shareholder meetings
by way of polls, reflecting the principle of one
share, one vote. Further information on shareholder
voting rights is set out in Serko’s Constitution.
Serko did not raise any capital during FY26.
Annual Shareholders Meeting
Serko’s 2026 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. Serko’s external auditor will attend
the meeting and will be available to answer any
questions in relation to the audit.
Director disclosures
Section 140(1) of the Companies Act 1993 requires a director of a company to disclose certain interests.
Under subsection (2) a director can make disclosure by giving a general notice in writing to Serko of a
position held by a director in another named company or entity. The particulars included in Serko’s Interests
Register as at 31 March 2026 are set out in the table below:
DirectorEntityRelationship
Claudia BattenMichael Hill International Limited
Vista Group Limited
Air New Zealand Limited
Wonderful Investments Limited
Deputy Chair
Director
Director
Director
Jan DawsonPort of Auckland Limited
Accident Compensation Corporation
Northern Rescue Helicopters
Mitre 10 (New Zealand) Limited
Jan Dawson Limited
Chair
Chair
Chair
Director
Director
Sean GourleyNilNil
Darrin GraftonFinancial Equities Limited
Grafton-Howe No.2 Trust
InterplX, Inc.
1

Serko Australia Pty Ltd
1
Serko Inc.
1

Serko India Private Limited
1

Serko Investments Limited
1

Travelog World for Windows Pty. Limited
Director / Shareholder
Trustee / Beneficiary
Director
Director
Director
Director
Director
Director
Bob ShawFinancial Equities Limited
Ripon Trust
Serko Australia Pty Ltd
1

Travelog World for Windows Pty. Limited
Director / Shareholder
Trustee / Beneficiary
Director
Director
1. Serko subsidiary as detailed on page 85.
Shareholders rights and relations
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Serko Annual Report 2026

Shareholding
In accordance with section 148(2) of the Companies Act 1993, directors disclosed the following acquisitions
or disposals of relevant interests in Serko’s ordinary shares during the financial year ended 31 March 2026:
Nature of relevant interest
Number of
securities
acquired /
(disposed)
Consideration
paid /
received
Date of
acquisition
or disposal
Claudia
Batten
On-market automated sale by the custodian under the Non-
Executive Director Fixed Trading Plan to settle administration
fees arising in relation to the administration and management
of the Plan (following completion of the term of the Plan).
1
(121.75)$381.651-Jul-25
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
(121.13)$313.154-Nov-25
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
(140.08)$270.383-Mar-26
Darrin
Grafton
Legal owner of unlisted RSUs.
2

Registered holder and beneficial owner of ordinary shares in
Serko Limited.
(96,603)
96,603
Nil / Services27-May-25
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.
(2,103)
3

2,103
3
Nil / Services27-May-25
On market sale of Ordinary Shares to meet personal financial
obligations, including tax obligations arising from the vesting
of restricted share units under Serko’s Long Term Incentive
Scheme.
(600,000)$1,740,00018-Jul-25
Bob
Shaw
Legal owner of unlisted RSUs.
2
Registered holder and beneficial owner of ordinary shares in
Serko Limited.
(65,567)
65,567
Nil / Services27-May-25
On market sale of Ordinary Shares under sell to cover
arrangement to settle tax obligations arising on the vesting of
Serko equity-based remuneration.
(25,571)$77,480.1327-May-25
1. As described in Serko’s FY22 ESG Report (available on the Investor Centre of Serko’s website), the Non-Executive Director Fixed Trading
Plan is now grandfathered.
2. RSUs are issued under the Serko Long Term Incentive Scheme, which, upon vesting, convert to ordinary shares in Serko Limited.
3. By virtue of Darrin Grafton’s personal relationship with the beneficial holder of these shares (Donna Bailey), he is implied to have the
power to exercise, or to control the exercise of, any right to vote attached to these shares.
In accordance with the NZX Listing Rules, as at 31 March 2026, directors had a relevant interest (as defined
in the Financial Markets Conduct Act 2013) in Serko shares as follows:
NameRelevant interest%
5
Darrin Grafton
1
11,956,4639.57
Bob Shaw
2
9,370,1237.50
Claudia Batten
3
130,587.530.10
Jan Dawson
4
6,1850.01
Sean Gourley6,1850.01
1. The relevant interest includes 10,284,629 ordinary shares held via a trust in which the director is a trustee and beneficiary; 436,346
ordinary shares held directly; and an indirect interest in 1,235,488 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 629,697 unlisted RSUs (which includes 348,547
performance RSUs) allocated pursuant to the Serko Employee Incentive Share Scheme and the Serko ELTI Scheme and has an indirect
interest in 4,022 unlisted RSUs 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 218,873 ordinary
shares held directly. Bob Shaw is also the registered holder and beneficial owner of 244,586 unlisted RSUs (which includes 145,312
performance RSUs) allocated pursuant to the Serko Employee Incentive Share Scheme.
3. 40,948.53 ordinary shares are held in custody pursuant to the now grandfathered, Serko Non-Executive Director Fixed Trading Plan.
4. 6,185 ordinary shares are held via a trust in which the director is a trustee and beneficiary.
5. Based on the number of shares on issue as at 31 March 2026: 124,881,635.
For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register of
the Company and its subsidiaries in relation to insurance effected for directors and officers of Serko and
its subsidiaries in relation to any act or omission in their capacity as directors or officers and in relation to
a general deed of indemnity entered into by the Company for the benefit of the directors of Serko and its
subsidiary companies and certain officers.
There were no new entries made in the subsidiary company Interests Registers during the financial
reporting period.
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Shareholding disclosures
As at 31 March 2026 there were 124,881,635 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:
Size of shareholdingNumber of holders%Number of ordinary shares%
1 - 1,0001,02144.80420,3760.34
1,001 - 5,00074932.871,854,8611.49
5,001 - 10,00023210.181,725,8211.38
10,001 - 50,0001988.694,289,3943.43
50,001 - 100,000361.582,548,0772.04
100,001 and over431.89114,043,10691.32
To t a l
1
100100
1. Includes 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the now
grandfathered Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22. Restricted shares,
when allocated, have voting rights attached, which are exercised on behalf of a beneficial holder by the trustee at the direction of the
beneficial holder.
As at 31 March 2026, 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; and
• 174 participants holding a total of 5,091,164 RSUs pursuant to the Serko Employee Long Term Incentive
Scheme (ANZ) and Serko Employee Share Incentive Plan (US).
Further information on these incentive plans is contained in the Notes to the Financial Statements and the
Remuneration Report included in this Annual Report.
Top 20
Below are details of the 20 largest shareholders of Serko as at 31 March 2026:
ShareholderNumber of ordinary shares held%
1Bnp Paribas Nominees NZ Limited Bpss4021,329,62617.08
2Apex Custodian Nominees15,123,90812.11
3Grafton Howe No.2 & Darrin Grafton &
Geoffrey Robertson Ashely Hosking
10,284,6298.24
4Robert James Shaw & Michael John Moore9,151,2507.33
5Custodial Services Limited7,798,0036.24
6HSBC Nominees (New Zealand) Limited6,171,8754.94
7Accident Compensation Corporation5,605,1944.49
8Coronado Pte Limited5,406,4314.33
9Citibank Nominees (Nz) Ltd5,130,1204.11
10New Zealand Superannuation Fund Nominees Limited4,831,6913.87
11New Zealand Depository Nominee2,525,9712.02
12Forsyth Barr Custodians Limited2,303,8681.84
13NZ Permanent Trustees Ltd Grp Invstmnt Fund No 201,902,3641.52
14JPMORGAN Chase Bank1,866,3321.49
15Serko Trustee Limited1,263,8651.01
16Donna Bailey1,217,5940.97
17Pt Booster Investment Nominees Limited1,210,7450.97
18Philip Rodger Ball1,044,5750.84
19Joanne Maree Phipps778,7640.62
20FNZ Custodians Limited719,2090.58
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Serko Annual Report 2026

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 2026:
Substantial product holder
Number of ordinary shares in which
relevant interest is held
% of class held
at balance date
6
FirstCape Group Limited20,521,875
3
16.433
Harbour Asset Management Limited20,217,348
3
16.189
Darrin Grafton11,956,463
4
9.574
Geoffrey Hosking
1
10,284,629
4
8.236
Fisher Funds Management Limited10,636,309
3
8.517
Bob Shaw9,370,123
4
7.503
Michael Moore
2
9,151,250
4
7.328
ANZ New Zealand Investments Limited7,779,856
5
6.230
Mint Asset Management6,202,685
3
4.967
1. Geoffrey Hosking is a trustee of the Grafton-Howe No. 2 Family Trust, of which Darrin Grafton is a trustee and a beneficiary.
2. Michael Moore is a trustee of the Ripon Trust, of which Bob Shaw is a trustee and a beneficiary.
3. Based on the last substantial product holder notice filed prior to 31 March 2026.
4. Based on Serko’s records and on the last substantial product holder notice filed prior to 31 March 2026.
5. Based on the last substantial product holder notice filed prior to 31 March 2026 for ANZ New Zealand Investments Limited,
ANZ Bank New Zealand Limited and ANZ Custodial Services New Zealand Limited (aggregated as related bodies corporate).
6. Based on issued share capital of 124,881,635 as at 31 March 2026.
Subsidiary company directors
With the below exception, directors of Serko’s subsidiaries do not receive any remuneration or other
benefits in respect of their appointments. The remuneration and other benefits of any such directors who
are employees of the Group totalling $100,000 or more during the financial year ended 31 March 2026 are
included in the relevant bandings for remuneration disclosed on page 107 of this Annual Report.
Yogita Chadha received NZD $26,250 for her role as a non-executive director of Serko India Private Limited
for the period of 1 April 2025 to 31 December 2025. Arjun Shetty received NZD $2,808 for his role as a
non-executive director of Serko India Private Limited for the period of 1 October 2025 to 31 March 2026
and NZD $10,203 for his role as a consultant for the period of 1 April 2025 to 31 March 2026.
The following persons held office as directors of subsidiary companies as at 31 March 2026:
SubsidiaryJurisdictionDirectors
Serko Investments LimitedNew ZealandDarrin Grafton
Shane Sampson
Serko Trustee LimitedNew ZealandShane Sampson
Rachael Satherley
Serko Australia Pty LtdAustraliaDarrin Grafton
Bob Shaw
Murray Warner
GetThere LLC (US)United StatesNot applicable
1
Serko Inc.United StatesDarrin Grafton
Shane Sampson
2
InterplX, Inc.United StatesDarrin Grafton
Shane Sampson
Foshan Sige Information Technology LimitedChinaMark Xu (Legal Representative)
Serko India Private LimitedIndiaDarrin Grafton
Shane Sampson
3
Arjun Shetty
3
1. GetThere LLC does not have directors and is managed by its sole member, Serko Inc..
2. Claudia Batten resigned as a director on 1 May 2025. Shane Sampson was appointed as a director on 2 May 2025.
3. Bob Shaw resigned as a director on 30 September 2025. Yogita Chadha resigned as a director on 31 December 2025.
Shane Sampson and Arjun Shetty were appointed as directors on 1 October 2025.
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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
FY26. 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.
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 in relation to FY26.
Takeover Response Guidelines
Serko’s Board regularly reviews its Takeover
Response Guidelines. The Guidelines set out
the procedure to be followed in the event there
was a ‘control transaction’ (as defined under the
NZX Code) for Serko. The Guidelines include the
procedure for any communication between the
Board, management and the bidder, disclosure of
an independent advisory report to shareholders
and establishment of an independent committee.
Net tangible assets
Serko’s net tangible assets per share (excluding
treasury stock) as at 31 March 2026 was 53.92c.
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Corporate Governance Statement

Index
Relevant policies and charters are available at serko.com/investors
Principle / RecommendationSection of Report and page number
Principle 1 – Ethical Standards
1.1 Code of EthicsCode of Ethics on page 63
1.2 Financial product dealing policySecurities Trading Policy on page 64
Principle 2 – Board Composition and Performance
2.1 Board CharterThe Board on page 65
2.2 Board appointment and nominationBoard appointments, training and evaluation on page 67
2.3 Director agreementsBoard appointments, training and evaluation on page 67
2.4 a. Director profilesOur Board of Directors on pages 18 – 19
a. Director length of serviceTenure on page 65
a. Director ownership interestsShareholding on page 81
b. Director meeting attendanceBoard and Committee attendance on page 71
c. Director independenceIndependence of directors on page 68
2.5 Diversity policyInclusion and diversity on page 69
2.6 Director trainingBoard appointments, training and evaluation on page 67
2.7 Director performanceBoard appointments, training and evaluation on page 67
2.8 Majority independent directorsOur Board – Diversity, size and composition on page 65
2.9 Independent ChairIndependence of directors on page 68
2.10 Chair / CEO separationIndependence of directors on page 68
Principle 3 – Board Committees
3.1 Audit CommitteeAudit, Risk and Sustainability Committee on page 70
3.2 Attendance at Audit CommitteeBoard and Committee attendance on page 71
3.3 Remuneration CommitteePeople, Remuneration and Culture Committee on page 70
3.4 Nomination CommitteeBoard Committees on page 70
3.5 Other standing committeesBoard Committees on page 70
3.6 Takeover protocolTakeover Response Guidelines on page 86
Principle / RecommendationSection of Report and page number
Principle 4 – Reporting and Disclosure
4.1 Continuous disclosure policyMarket Disclosure Policy on page 72
4.2 Code of ethics, charters and policies on websiteCharters and policies on page 72
4.3 Balanced, clear and objective financial reportingFinancial reporting on page 72
Financial Statements are contained from page 22
4.4 Non-financial disclosure
Non-financial reporting on page 72
ESG Report is available at serko.com/investors
Principle 5 – Remuneration
5.1 Director remuneration policyRemuneration on page 73
Remuneration Report from page 91
5.2 Executive remuneration policyRemuneration on page 73
Remuneration Report from page 91
5.3 CEO remunerationRemuneration Report from page 91
Principle 6 – Risk and Management
6.1 Risk management frameworkRisk Management from page 73
6.2 Health and safety risksRisk Management on page 76
Principle 7 – Auditors
7.1 Audit frameworkExternal auditor’s independence on page 77
7.2 External auditor attends annual meetingAnnual Shareholders Meeting on page 78
7.3 Internal auditInternal audit on page 77
Principle 8 – Shareholder Rights and Relations
8.1 Investor websiteInformation for shareholders on page 78
Investor information is available at serko.com/investors
8.2 Shareholder communicationsInformation for shareholders on page 78
8.3 Right to voteShareholder projections and voting rights on page 78
8.4 Pro rata offersN/A during this reporting period
8.5 Notice of meetingAnnual Shareholders Meeting on page 78
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Serko Annual Report 2026

Remuneration
Report
PRAC Committee Chair’s Letter92
Governance94
Remuneration strategy and framework95
Remuneration structure and policy96
Remuneration benchmarking96
CEO remuneration102
Employee remuneration107
Executive director remuneration109
Non-executive director remuneration111
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PRAC Committee Chair’s Letter
Dear Shareholders
I am pleased to introduce this year’s
Remuneration Report. As the new
Chair of the People, Remuneration
and Culture (PRAC) Committee, I firstly
want to thank Clyde McConaghy for
his significant work over the years,
guiding the Committee through a
period of significant change and
growth and for providing me with
a strong foundation for the future.
The Committee continues to be committed to
ensuring our disclosures are clear and responsive
to feedback from our investors and stakeholders.
Following valuable feedback, we have reviewed
our remuneration disclosures and made
some enhancements for FY26, particularly in
improving the transparency of CEO performance
against personal KPIs, our Company scorecard
performance metrics and results, as well as the
performance hurdles for our Executive Long-Term
Incentive. Our intention is to continue to build on
this transparency in FY27. This enhanced disclosure
ensures greater clarity on the link between overall
organisational performance, CEO achievements,
and remuneration outcomes.
This year has included notable developments
that have directly shaped our remuneration
arrangements and reinforced our remuneration
philosophy: rewarding high performance,
driving strategic delivery for shareholder value,
and leveraging AI capability necessary for the
Company’s future competitive advantage and
growth. This is evidenced through the following
initiatives delivered in FY26.
• Executive Incentives: We redesigned Executive
Incentive arrangements (including the CEO)
to further strengthen the connection between
executive performance and long-term
shareholder value. This involved converting prior
Long-Term Incentive tenure-based tranches
into an Executive Deferred Short-Term Incentive
(EDSTI) tied to annual scorecard results, while
retaining a genuine long-term incentive tranche
measured against a three year absolute Total
Shareholder Return (aTSR) hurdle.
• Strategic Growth and Talent: We actively
identified and enhanced our organisational
capability in line with strategy delivery. Over
the last year, a key focus has been securing
platform capability in India and AI-first talent
for Serko.ai on the US West Coast. These
targeted hires increase the speed of product
development and bolster our AI capability.

We strategically utilise equity as a core
component of remuneration packages for
these roles to promote retention, foster an
ownership culture, and reinforce accountability
for strategic delivery.
• Performance Development: We embedded
our performance management philosophy,
and for FY27 we have introduced a ‘learn’
dimension to ensure employees strategic skill
acquisition. This addition explicitly drives and
rewards upskilling, to ensure our talent remains
future-ready and capable of leveraging this
competitive advantage.
• Job Architecture: We evolved our global Job
and Pay Architecture, establishing a refined,
level-based structure with transparent career
pathways for both individual contributors
and managers. This foundational work
included building a dedicated Engineering
career framework to support internal talent
development and clear progression.
Sean Gourley
Chair • People, Remuneration
and Culture Committee
Organisational performance
Our incentive outcomes reflect our organisational
performance in the reporting period. Our overall
organisational performance resulted in a 55%
company multiplier that was applied to our Short-
Term Incentive, Employee Incentive Share Scheme
and the new Executive Deferred Short-Term
Incentive. More details on the scorecard and
organisational outcomes are provided on page 101.
CEO remuneration
The CEO received a market based increase
to base salary of 2.5% which was aligned with the
organisational budget for New Zealand based
employees. The CEO Long-Term Incentive (CLTI)
was redesigned to align with the rest of the
Executive Team, removing tenure based tranches.
Minor changes were made to the CEO’s employment
contract during the period, detailing the variation
relating to his Long-Term Incentive. Details of the
new incentive structure can be found on page 97.
Non-executive director
remuneration
The Board approved an adjustment to the fixed
annual fee payable to the Board Chair from
AUD $180,000 to AUD $200,000 to position the fees
within the market aligned fee range communicated
to shareholders at the 2024 Annual Shareholders
Meeting. There were no other changes to
non-executive director remuneration during
the reporting period.
Chair closing statement
We welcome feedback on the improvements
we have implemented. The PRAC Committee
remains committed to maintaining a remuneration
philosophy that transparently drives our strategic
goals and shareholder value and explicitly rewards
high performance and the strategic skill
acquisition momentum required to accelerate
and grow a mature AI-first organisation.
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Governance
Serko’s People, Remuneration and Culture
Committee (PRAC Committee) is responsible
for reviewing and approving the Group’s
remuneration principles and framework and
reviewing and approving the provision of any
significant employee benefits outside of that
framework. The PRAC Committee also reviews
and approves Serko’s Remuneration Policy.
The PRAC Committee is also accountable for
ensuring the remuneration framework is aligned
with the remuneration principles outlined on the
following page.
The PRAC Committee operates under a written
Charter, which is available in our Investor Centre:
serko.com/investors.
The PRAC Committee makes recommendations
to the Board in relation to the remuneration of the
Chief Executive Officer (CEO) and the Company’s
broader Executive Team (in consultation with the
CEO). This includes recommendations related
to equity-based incentive schemes and the
discretionary annual incentive, including whether
offers under the incentive plans are made
each year. They also make recommendations
regarding the fixed remuneration pools for all
Serko employees. Company-wide performance
measures and targets that relate to incentives are
reviewed annually by the PRAC Committee and
approved by the Board.
The Board retains ultimate responsibility for the
remuneration arrangements of the CEO in relation
to their terms of employment, remuneration
and participation in the Group’s incentive
programmes, including the setting and evaluating
of performance targets.
The current members of the PRAC Committee are:
• Sean Gourley (Chair);
• Jan Dawson; and
• Claudia Batten.
All members are independent, non-executive
directors. For more information on the roles
and responsibilities of the Board and the PRAC
Committee with respect to remuneration
practices, as well as PRAC Committee attendance,
see our Corporate Governance Statement,
on pages 62 – 89 of this Annual Report.
Remuneration strategy and framework
Serko’s Purpose is to bring people together. This Purpose is underpinned by our Vision and Mission, our
Guiding Principles and our strategic goals. Serko’s remuneration strategy and framework is designed to
attract and retain high-calibre talent who are empowered, motivated and driven to deliver against these
strategic goals and ultimately create long-term shareholder value.
Serko’s Remuneration Policy outlines the following remuneration principles that apply to all employees,
including executives, underpinned by Serko’s Guiding Principles, to ensure remuneration practices at Serko
are fair and equitable and that reward is differentiated for higher individual and Company performance.
This policy has a separate section for the Executive Team and also outlines the treatment of non-executive
director remuneration.
Each year, the PRAC Committee conducts a review of Serko’s Remuneration Policy to assess whether any
changes are required to ensure it continues to deliver a remuneration structure that is aligned to Serko’s
strategic goals and creation of shareholder value. The policy has been updated to reflect the changes in
Serko’s incentive structures, as outlined in this Remuneration Report.
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.
• Rewards are uniquely Serko.
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 will continue to review and evolve
the reward offering based on market
and business context.
Boldly
perform
Bold and strong
performance is
rewarded
• Reward for achievement above target.
• Recognition for intelligent innovation.
• Build mastery and have an impact.
Be a good
human
Win
together
Boldly
go beyond
Dare to
simplify
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Remuneration structure
and policy
Serko’s remuneration framework is applied to
all employees, including its Executive Team,
which includes the CEO and his direct reports.
Our updated global job architecture ensures roles
are mapped into levels with broadly equivalent work
scope and complexity. Pay ranges for each band
are determined based on local benchmarking of
market rates for the technology industry.
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.
Individual performance is measured using a
what and how matrix designed to support the
‘pay for performance’ policy and to ensure
delivery of shareholder value over both the
short and long-term.
Company and individual short-term objectives
are agreed annually. The PRAC Committee reviews
performance against the Company’s objectives
following the release of the results for the first
six months of the financial year and again at the
financial year end.
Individual performance for employees is tracked
and assessed throughout the year via coaching
and continuous feedback sessions with managers.
A formal annual assessment of performance
and recommended remuneration and incentive
outcomes for each member of the Executive
Team is completed by the CEO. These are
approved by the PRAC Committee during the
end-of-year review process. The performance
and remuneration of the CEO and Chief Strategy
Officer (CSO) is reviewed and approved by the
Board annually, following recommendation from
the PRAC Committee. A performance evaluation
was undertaken in accordance with this process
for each member of the Executive Team during
the reporting period.
Serko has not provided loans to executives.
Remuneration benchmarking
The PRAC Committee reviews market
benchmarking for Serko’s pay bands for
employees and key roles, including executives
on a regular basis to ensure trends in the market
are tracked and identified and can be responded
to accordingly.
Serko continues to use technology specific market
data through Aon Radford (a global remuneration
consultancy) to underpin Serko’s job architecture
remuneration framework. This data is released
quarterly for market benchmarking purposes.
In FY26, the Board did not engage any external
independent remuneration consultants for bespoke
executive benchmarking, but used benchmarks
from the Aon Radford Executive Module to inform
executive remuneration decisions.
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 107.
Executive incentives
Serko has redesigned executive incentives (including for the CEO) to further align executive remuneration
with strategic delivery and shareholder value creation, replacing the Executive Long-Term Incentive (ELTI)
and CEO Long-Term Incentive (CLTI). All tenure based components have been removed and replaced with a
deferred STI of equal target value with the outcome dependent on organisational performance. This change
is effective retrospectively for the FY26 year.
Executive incentives are now made up of three components:
1. Short-Term Incentive
2. Deferred Short-Term Incentive
3. Long-Term Incentive
A summary of executive incentives is outlined below:
Incentive
On target %
of base salary
(Exec / CEO)Vesting period
Performance
criteria PayoutPay vehicle
STI50% / 50%1 yearIndividual
Performance
and Company
Scorecard.
Payout is calculated based
on the individual and
Company multiplier.
Cash
EDSTI50% / 100%1 year / 2 yearCompany Scorecard
(on grant).
Payout is calculated based
on the Company multiplier.
RSUs
ELTI50% / 100%3 yearAbsolute Total
Shareholder Return
(aTSR) based on
Weighted Average
Cost of Capital
(WACC) (on vesting).
Payout is calculated on
performance up to a
maximum of 150% of
achievement against target.
RSUs
Short-Term Incentive (STI)
The annual STI provides executives (including the CEO) with an on-target opportunity of 50% of base salary.
The STI is subject to a combination of individual performance objectives and performance against the
Company KPI Scorecard. STI outcomes are assessed and paid annually in cash.
Executive Deferred Short-Term Incentive (EDSTI)
The EDSTI provides executives with an on-target opportunity of 50% of base salary and the CEO with an
on-target opportunity of 100% of base salary. The EDSTI is subject to performance against the Company KPI
Scorecard. EDSTI outcomes are assessed annually and awarded in restricted share units (RSUs) subject to
a 2 year vesting schedule with half vesting after 1 year and half vesting after 2 years.
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Executive incentives (continued)
Executive Long-Term Incentive (ELTI)
The ELTI provides executives with an on target opportunity of 50% of base salary and 100% of base salary for
the CEO and is subject to pre-grant gateways. The vehicle for the ELTI is restricted share units (RSUs) which
will convert to ordinary shares in Serko on vesting subject to a 3 year absolute shareholder return (aTSR)
performance hurdle with threshold, target and stretch hurdles.
The following table outlines the hurdles for the FY25 aTSR tranches of the ELTI and CLTI. The FY26 hurdles will
be confirmed when the ELTI is granted in July 2026.
PerformanceWAC C3 year aTSR% of incentive that vests
Performance not met<10.7%<38.1%0%
Threshold Performance10.7%38.1%60%
Target Performance11.35%40.1%100%
Stretch Performance17.03%60.2%150%
Serko does not have a minimum shareholding policy for the CEO or executives as in practice executives hold
their stock. This will be reviewed if this practice changes in the future.
Fixed remuneration
All permanent and fixed-term employees have fixed remuneration in the form of base salary which may
include benefits such as employer retirement contributions (eg, KiwiSaver and Australian Superannuation).
Base salary at Serko is:
• 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 and emerging markets supported by market analysis.
Incentive schemes – key terms
The following table summarises Serko’s current incentive schemes, including for the Executive Team:
Short-Term Incentive
(STI)
Executive Deferred
Short-Term Incentive
(EDSTI)
Employee Incentive
Share Scheme (EISS)
Executive Long-Term
Incentive (ELTI)
PurposeTo reward
performance of
annual financial and
strategic objectives
for the respective
financial year.
To reward
performance against
the delivery of annual
financial and strategic
objectives, with
deferred vesting to
retain executives.
To provide employees
with a vested interest
in the Company,
rewarding individual
performance and
delivery of annual
financial and strategic
objectives, with vesting
schedule to retain
employees for delivery
of longer-term strategy.
To retain executives and
support longer-term
strategic delivery and
align rewards with
long-term shareholder
value creation, subject
to an aTSR performance
hurdle.
Pay VehicleDiscretionary cash
payment.
Discretionary equity-
based award in the
form of RSUs that
convert into Serko
shares at vesting.
Discretionary equity-
based award in the form
of RSUs that convert
into Serko shares at
vesting (paid in cash in
countries where issuing
stock is complex).
Discretionary equity-
based award in the form
of RSUs that convert into
Serko shares at vesting.
EligibilitySelected roles only
– primarily Executive
and Senior Leadership
Teams.
Executive Team
(including CEO).
All permanent
employees located in
New Zealand, Australia
or USA (excluding
Executive Team).
Executive Team
(including CEO).
GatewaysNot applicableNo incentive to be paid / awarded if gateways are not met, including
Company and individual performance thresholds.
Payment
/ Grant Value
Target % of base salary
subject to performance
criteria.
Target % of base
salary subject to
performance criteria.
Target % of base salary
subject to performance
criteria.
Target % of base salary.
Payment
/ Vesting
Schedule
Annual cash payment
following achievement
of Company and
individual performance
criteria.
Two year vesting
period (one half each
year) following the
end of the respective
financial year.
Three year vesting
period (one third each
year) following the
end of the respective
financial year.
Three year vesting
period (entire amount
after third year) following
the end of the respective
financial year.
Refer to table on page 98.
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Incentive schemes – key terms (continued)
The following table summarises Serko’s current incentive schemes, including for the Executive Team:
Short-Term Incentive
(STI)
Executive Deferred
Short-Term Incentive
(EDSTI)
Employee Incentive
Share Scheme (EISS)
Executive Long-Term
Incentive (ELTI)
Performance
Criteria
Rewards the
achievement of
Company performance
based on a Company
scorecard of metrics
(measuring ‘what’
outcomes are achieved).
Includes individual
performance objectives
and measures
(measuring ‘what’
outcomes are achieved
and ‘how’ those
outcomes are achieved).
Detail regarding
Company performance
criteria is on page 101.
Rewards the
achievement of
Company
performance based
on a Company
scorecard of metrics
(measuring ‘what’
outcomes are
achieved).
Detail regarding
Company
performance criteria
is on page 101.
Rewards the
achievement of
Company performance
based on a Company
scorecard of metrics
(measuring ‘what’
outcomes are achieved).
Includes individual
performance objectives
and measures
(measuring ‘what’
outcomes are achieved
and ‘how’ those
outcomes are achieved).
Detail regarding
Company performance
criteria is on page 101.
Rewards the achievement
against aTSR, 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 is measured based on
share price appreciation
and the applicable target
share price levels and
thresholds. These target
levels will be calculated
based on a weighted
average cost of capital
(WACC). WACC represents
a company’s cost of capital
from all sources, including
common stock and all
forms of debt. As such,
WACC is the average rate
that a company expects to
pay to finance its business.
Board
Discretion
The Board retains absolute discretion in relation to the STI, EDSTI, EISS and ELTI schemes.
Capital EventNot applicableThe 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
Not applicableNo director or employee is permitted to enter into financial products or
arrangements that operate to limit the economic risk of their vested or
unvested entitlements.
Malus /
Clawback
Payment of any
incentive under the
Scheme is at the
absolute discretion
of the Board.
The RSU Scheme Rules permit the Board to exercise discretion to clawback
an award or require repayment of the net proceeds of shares sold, in the
event of fraud, dishonesty or breach of other obligations (including a material
misstatement of financial information). This provision is designed to ensure no
unfair benefit is obtained by any participant.
TerminationIf a participant ceases
employment with the
Company, any unpaid
awards will be forfeited,
unless Board discretion
is exercised.
If a participant ceases employment with the Company, any unvested awards will
be forfeited, unless Board discretion is exercised.
Other incentives
Sales incentive plans are offered to selected sales and business development roles to support the delivery
of Serko’s revenue and customer-base growth. These are at risk, discretionary cash-based payment linked
directly to sales / business development performance targets.
Company performance scorecard
For FY26, the Company scorecard consisted of both Financial metrics and Non-Financial KPI’s weighted at
50% each. As a result of enhancements made to disclosures more detail is provided on the KPI’s including
a further breakdown of the individual KPI weighting as well disclosing performance expectations at the
threshold, target and stretch level for each. The Company results and outcomes for FY26 were as follows:
FY26
Target
measureThresholdTarget Stretch
FY26
Result
Incentive
weightingMultiplier Outcome
Financial
50%
Total income $118.1m $120.8m $127.5m $120.9m30% 100%30%
Total income –
Total Spend
1

-$11.7m -$7.2m -$2.7m -$2.1m20%125% 25%
Non Financial
50%
B4B CRNs4.360m 4.845m 5.330m Threshold
not met
20%0% 0%
Platform
Capabilities
2

8
completed
by 31/03/26
10
completed
by 31/03/26
12
completed
by 31/03/26
Threshold
not met
20% 0%0%
Contracted
ARR + in North
America

USD $3.2m USD $5.3m USD $6.6m Threshold
not met
10% 0%0%
Final
Multiplier
55%
1. Total income was in line with target and total spend was 4% below target, consistent with Serko’s ability to drive strong operating
leverage as its revenue grows. During the year management undertook a cost optimisation programme which was largely cost
neutral in FY26, but will result in meaningfully lower spend in future years. Total income is a non-GAAP measure comprising all Revenue
from customers and Other Income from all sources recognised in the current financial year. Total Spend is a non-GAAP measure
comprising of Operating Expenses and capitalised development costs. It excludes depreciation and amortisation.
2. Platform Capabilities represent the collection of business domain services that are orchestrated by the Serko platform.
Overall, significant progress was made on the Serko platform programme with major components of the Booking for Business
product moved to the new platform and rapid progress on the Serko.ai solution.
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Company performance scorecard (continued)
The incentive outcome of 55% reflects a year in which Serko achieved high income growth and maintained
cost discipline while investing for growth. Serko’s FY26 targets were set at ambitious levels to drive high
performance. As an example the Total income target was set above the midpoint of guidance issued to the
market in May 2025.
While significant progress was made across many areas of the business, the thresholds for the specific
non-financial targets were not achieved.
Nonetheless significant progress was made over the year and in particular the Board noted the rapid
development of the multi-agent AI solution, Serko.ai, which was not in the plan at the time the target
measures were set. Non-GAAP terms used in the incentive measures have the meanings set out in
the Glossary.
CEO remuneration outcomes for FY26
This section outlines the remuneration received by the CEO, Darrin Grafton, who is also an executive
director of Serko for FY26. Darrin Grafton received remuneration and other benefits in his capacity
as CEO in line with the Remuneration Policy and, accordingly, does not receive separate directors’ fees.
The CEO had an STI with an on-target payment of 50% of base salary, up to a maximum of 75% of base
salary if outperformance occurs against both the Company and individual performance measures.
The CEO’s LTI had an on-target payment of 200% of base salary remuneration, which has been split 50%
into the deferred short-term incentive (100% of base salary) with 50% remaining as his long-term incentive
(100% of base salary). The chart below shows the CEO’s target and maximum total remuneration for FY26:
2.5
CEO Total Remuneration
Fixed remuneration STI (Cash-based award) EDSTI (Equity-based award) ELTI (Equity-based award)
2.01.51.00.50
($million)
Target total rem
Max total rem
Fixed rem
22%16%31%31%
30%
14%28%28%
100%
CEO remuneration outcomes for FY26 (continued)
CEO employment terms
The CEO’s employment agreement may be terminated by the Company on 12 months’ written notice,
or by the CEO on six months’ written notice. The Company may terminate employment without notice,
in cases of serious misconduct, including fraud, dishonesty, criminal conviction resulting in imprisonment,
or bankruptcy.
The agreement also contains a customary ‘no fault’ termination provision, enabling the Company to
end the employment relationship where it determines this to be in the best interests of the organisation.
In such circumstances, the CEO would receive a payment equivalent to six months’ total fixed remuneration
in addition to the applicable notice period.
Consistent with the RSU Scheme Rules, equity awards and/or net proceeds from the sale of shares remain
subject to clawback provisions in cases of misconduct.
CEO remuneration paid / received
The table below (and accompanying notes) set out the total remuneration and value of other benefits
received / paid to the CEO during the financial period ended 31 March 2026, as well as 31 March 2025 for
comparative purposes:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives receivedTotal
remuneration
STI
3
EISS
4
Subtotal
FY26$532,887$16,121 $549,008$131,040$292,707 in the form of
96,603 RSUs
$423,747$972,755
STIEISSSubtotal
FY25$539,231
5
$14,029 $553,260 $137,655 $238,074 in the form of
74,866 RSUs
$375,729$928,989
1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a car park and life insurance,
which do not have individually allocated values.
2. Taxable benefits include health insurance.
3. The 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 the table below for more
detail. Represents the NZX closing price of Serko (SKO) ordinary shares on the day prior to vesting, multiplied by the number of securities
vested. Vesting was settled via the issue of new shares.
5. Base salary includes a recognition payment of $20,000 for the GetThere aquisition.
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CEO remuneration outcomes for FY26 (continued)
CEO remuneration earned
The table below (and accompanying notes) set out the total remuneration and value of other benefits earned
by the CEO relating to the financial period ended 31 March 2026 (as well as 31 March 2025 for comparative
purposes). Some of this remuneration will be paid in FY26 and beyond:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives earnedTotal
remuneration
STI
3
EDSTI
4
ELTI
5
Subtotal
FY26$532,887$16,121$549,008$141,372
(55% of FY26
STI target)
$282,744 in the
form of RSUs
to be issued
(55% of FY26
EDSTI target)
$514,080 in the
form of RSUs
to be issued
(100% of FY26
ELTI target)
$938,196$1,487,204
STICEO LTISubtotal
FY25$539,231$14,029$553,260$131,040
(52% of FY25
STI target)
$1,008,000 in the form of
453,906 RSUs issued
(100% of FY25 CLTI target)
$1,139,040$1,692,300
1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a car park and life insurance,
which do not have individually allocated values.
2. Taxable benefits include health insurance.
3. The STI stated was earned in the relevant financial year and will be paid in the following financial year.
4. The EDSTI equity-based incentive is intended to be granted in 2026 for non-cash consideration. The value stated is the gross amount
earned. The number of securities to be issued will be calculated based on the 20 day volume weighted average price of Serko (SKO)
ordinary shares on NZX at the time of grant.
5. The ELTI equity-based incentive is intended to be granted in 2026 for non-cash consideration. The value stated is the gross amount
earned. The number of securities to be issued will be calculated based on the 20 day volume weighted average price of Serko (SKO)
ordinary shares on NZX at the time of grant. The grant is subject to vesting conditions in three years.
CEO remuneration outcomes for FY26 (continued)
CEO target remuneration
The CEO’s total target remuneration for FY27, with FY26 as a comparison, is as follows:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives (on target)Total
remuneration
STI EDSTIELTISubtotal
FY27$545,375
3
$16,121$561,496$263,466
(100% of
FY27 STI
target)
$526,932
in the form
of RSUs
(100% of EDSTI
target)
$526,932
in the form
of RSUs
(100% of ELTI
target)
$1,317,330 $1,878,826
STI EDSTIELTISubtotal
FY26$529,502$14,029$543,531$257,040
(100% of
FY25 STI
target)
$514,080
in the form of
RSUs (100% of
EDSTI target)
$514,080
in the form of
RSUs (100% of
ELTI target)
$1,285,200$1,828,731
1. Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also receives a car park and life insurance,
which do not have individually allocated values.
2. Taxable benefits include health insurance.
3. The increase in base salary for the CEO reflects a market-based adjustment of 2.5%.

The following equity-based incentives previously granted to the CEO vested during the financial period
ended 31 March 2026:
Form of equityGrant yearGrant
Amount
Vested
in FY26
Value on
vesting
1
Remaining
unvested
Final
vesting year
Restricted
share units
Financial Year 2023
2
65,32021,773$65,97202026
Restricted
share units
Financial Year 2024
3
123,52841,176$124,76341,1762027
Restricted
share units
Financial Year 2025
4
168,26933,654$101,972134,6152028
Restricted
share units
Financial Year 2026
5
453,906--453,9062029
To t a l96,603292,707629,697
1. Represents the NZX closing price of Serko (SKO) ordinary shares on the day of vesting, multiplied by the number of securities vested.
Vesting was settled via the issue of new shares.
2. The grant made in FY23 (relating to FY22 performance), had a vesting schedule of one third per year over three years.
3. The grant made in FY24 (relating to FY23 performance), had a vesting schedule of one third per year over three years.
4. The grant made in FY25 (relating to FY24 performance), had a vesting schedule of one quarter for year one, one quarter for year two,
and half in year three.
5. The grant made in FY26 (relating to FY25 performance), has a vesting schedule of one quarter for year one, one quarter for year two,
and half in year three.
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Serko Annual Report 2026

Mar-20Mar-21Mar-22Mar-23Mar-24Mar-25Mar-26
-100%
300%
200%
100%
0%
Total Shareholder Returns
SKO NZX50 MSCI ACWI
CEO remuneration (actual as a % of target) over five-year period
Total
remuneration
(earned)
% STI awarded
against on-target
performance
STI
performance
period
% EISS or
ELTI / CLTI awarded
against on-target
performance
Span to EISS or ELTI
/ CLTI performance
periods
FY26 $1,487,20455%FY26100%
2
May 2026 to May 2029
FY25$1,692,300
3
52%FY25100%
1
May 2025 to May 2028
FY24$1,009,12966%FY24100%
2
May 2024 to May 2027
FY23$972,86892%FY2380%May 2023 to May 2026
FY22$722,89850%FY2275%May 2022 to May 2025
1. The CLTI grant value is not adjusted for Company performance in the period. Performance hurdles for aTSR are assessed prior to vesting.
2. The ELTI grant value is not adjusted for Company performance in the period. Performance hurdles for aTSR are assessed prior to vesting.
3. This figure was incorrectly reported in FY25 as target remuneration instead of earned. This has been updated.
Metric20262025ChangeChange
$ (000)$ (000)$ (000)%
Total income$120,879$90,461$30,41834%
Net profit / (loss) after taxation($17,737)($21,962)$4,225-19%
Market capitalisation$199,811$486,349($286,538)-59%
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 2026 totalling at least NZD$100,000.
The remuneration of employees paid outside of New Zealand has been converted into New Zealand dollars
as at 31 March 2026. No employee appointed as a director of a subsidiary company of Serko (except as noted
on page 85) 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.
CEO remuneration outcomes for FY26 (continued)
CEO pay relative to performance
Serko’s Total Shareholder Returns (TSR) over the last five years, as at 31 March 2026, are shown below, along
with incentive payments and equity grants awarded against on-target performance.
1. Specifies total number of employees within the range whose remuneration includes equity-based payments that have vested during the
period. Table excludes the executive directors’ remuneration.
Remuneration range
(incl EISS and ELTI)
Number of
employees whose
remuneration
includes vested
share-based
payments
1
Total number
of employees
in range
$1,250,000 - $1,260,00011
$990,000 - $1,000,00011
$770,000 - $780,00011
$730,000 - $740,00011
$710,000 - $720,00011
$700,000 - $710,00011
$680,000 - $690,00011
$640,000 - $650,00011
$580,000 - $590,00011
$560,000 - $570,00011
$500,000 - $510,00001
$480,000 - $490,00001
$470,000 - $480,00022
$460,000 - $470,00001
$450,000 - $460,00011
$430,000 - $440,00002
$410,000 - $420,00011
$400,000 - $410,00011
$390,000 - $400,00012
$370,000 - $380,00012
$350,000 - $360,00003
$340,000 - $350,00022
$330,000 - $340,00013
Remuneration range
(incl EISS and ELTI)
Number of
employees whose
remuneration
includes vested
share-based
payments
1
Total number
of employees
in range
$320,000 - $330,00011
$310,000 - $320,00012
$300,000 - $310,00011
$290,000 - $300,00023
$280,000 - $290,00033
$270,000 - $280,00015
$260,000 - $270,00012
$250,000 - $260,00024
$240,000 - $250,00013
$230,000 - $240,00046
$220,000 - $230,00025
$210,000 - $220,0001213
$200,000 - $210,0001214
$190,000 - $200,000913
$180,000 - $190,0001116
$170,000 - $180,0001521
$160,000 - $170,0002532
$150,000 - $160,0001720
$140,000 - $150,0001216
$130,000 - $140,0001123
$120,000 - $130,0001628
$110,000 - $120,0001229
$100,000 - $110,000927
200319
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1. Analysis includes all permanent full-time, permanent
part-time employees and fixed-term employees at full-time
equivalent salaries.
Gender gap and pay equity
We are committed to ensuring we pay our people
equitably. For FY26 we have further enhanced our
gender pay reporting by disclosing the CEO to
worker ratio for FY26.
For both pay equity and gender pay we use a
weighted average, so each gap is calculated and
then weighted based on the number of employees
in each country as a percentage relative to the total
number of employees at Serko.
This also supports visibility at both a country and
organisational level to better identify and track
trends and take appropriate action.
To calculate pay equity we compare individual
pay to the midpoint of our career-level pays
bands for each country and compare the median
gap between males and females. This ensures
we are comparing roles of comparable scope
and complexity relative to the market pay in
each country.
When employees are benchmarked to the median
of our career-level pay bands by country, the
median remuneration gap between males and
females increased slightly from 0% to 0.98%
1
.
Our median gap decreased from 13.3% in FY25
to 11.06%
1
in FY26 reflecting our system wide focus
on equity.
The pay gap is also impacted by the relative
distribution of females and males at different
career levels both within countries and across
the organisation.
Serko is committed to paying fairly and competitively
in all our global markets. In practice this means
all of our New Zealand based employees are paid
above the current Living Wage.
Our CEO to work ratio is 4.3:1 when all Serko
employee base salaries are converted to NZD.
Serko’s Pay and Gender Equity Statement can be
viewed at serko.com/careers. We also support the
New Zealand Mind The Gap reporting initiative and
contribute to this.
For more information on Serko’s broader inclusion
and diversity initiatives, see our latest ESG Report,
available at serko.com/investors.
Executive director remuneration
The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their
respective executive roles as CEO and CSO and, accordingly, do not receive directors’ fees. As detailed
above, the remuneration packages for the CEO, CSO and other Executive Team members are set by the
Board to reflect the scope and complexity of each role, with reference to comparative market data.
The CEO’s remuneration and other benefits are detailed on pages 102 – 106.
CSO remuneration paid / received
During the period ended 31 March 2026, the CSO’s variable remuneration components were based on
individual performance and Company performance against the scorecard detailed on page 101.
The table below (and accompanying notes) set out the total remuneration and value of other benefits
received by Serko’s CSO during the financial period ended 31 March 2026, as well as 31 March 2025 for
comparative purposes:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives receivedTotal
remuneration
STI
3
EISS
4
Subtotal
FY26$307,455$13,988$321,443$78,499$198,668 in the form of
65,567 RSUs
$277,167 $598,610
STI EISSSubtotal
FY25$316,457
5
$12,208 $328,666 $71,484 $149,619 in the form of
47,050 RSUs
$221,103 $549,769
1. The grant made in FY25 (relating to FY24 performance), had a vesting schedule of one quarter for year one, one quarter for year two,
and half in year three.
2. Taxable benefits include health insurance.
3. The STI stated was earned in FY25 and paid in FY26.
4. Equity-based incentives previously granted to the CSO that vested during the financial period. Represents the NZX closing price of Serko
(SKO) ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was settled via the issue of new shares.
5. Base salary includes a recognition payment of $15,000 for the GetThere acquisition.
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Serko Annual Report 2026

Executive director remuneration (continued)
CSO remuneration earned
The table below (and accompanying notes) set out the total remuneration and value of other benefits
earned by Bob Shaw relating to the financial period ended 31 March 2026, as well as 31 March 2025 for
comparative purposes. Some of this remuneration will be paid in FY26:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives earnedTotal
remuneration
STI
3
EDSTI
4
ELTI
5
Subtotal
FY26$307,455 $13,988$321,443$84,688
(55% of FY26
STI target)
$84,688
(55% of FY26
STI target)
$153,979 in the
form of RSUs
to be issued
(50% of FY26
LTI target)
$323,356 $644,799
STI

LT ISubtotal
FY25$316,457 $12,208 $328,666 $78,499
(52% of FY25
STI target)
$301,920 in the form of
123,956 RSUs issued
(100% of FY25 LTI target)
$380,419 $709,085
1. CSO Bob Shaw also received a car park and life insurance, which do not have individually allocated values.
2. Taxable benefits include health insurance.
3. The STI stated was earned in FY26 and will be paid in FY27.
4. The EDSTI equity-based incentive is intended to be granted in 2026 for non-cash consideration. The value stated is the gross amount
earned. The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO)
ordinary shares on NZX at the time of grant.
5. The ELTI equity-based incentive is intended to be granted in 2026 for non-cash consideration. The value stated is the gross amount
earned. The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO)
ordinary shares on NZX at the time of grant.
CSO target remuneration
The CSO’s total target remuneration for FY27, and FY26 for comparison, is as follows:
YearBase
salary
1
Taxable
benefits
2
SubtotalIncentives (on target)Total
remuneration
STIEDSTIELTISubtotal
FY27$312,577
3
$13,988$326,565$156,289
(100% of FY27
STI target)
$156,289
in the form
of RSUs
(100% of EDSTI
target)
$156,289
in the form
of RSUs
(100% of ELTI
target)
$468,866$795,431
STIEDSTIELTISubtotal
FY26$307,958$12,208$320,167 $159,979
(100% of FY26
STI target)
$307,958 in the form of
RSUs to be issued
(100% of FY26 LTI target)
$461,937 $782,104
1. CSO Bob Shaw also receives a car park and life insurance, which do not have individually allocated values.
2. Taxable benefits include health insurance.
3. The increase in base salary for the CSO reflects an adjustment of 1.5%.
Non-executive director remuneration
In July 2024, Serko’s shareholders approved a total fee pool of AUD $650,000 per annum for non-executive
directors’ fees for the purpose of the NZX Listing Rules.
The fees paid to non-executive directors are structured to reflect the global nature of Serko’s business
and the time commitment and level of governance required by the Serko Board. Effective 1 April 2025,
the Board approved an adjustment to the fixed annual fee payable to the Board Chair from AUD $180,000
to AUD $200,000 to position the fees within the market aligned fee range communicated to shareholders
at the 2024 Annual Shareholders Meeting.
There were no other changes to the fees paid to the non-executive directors in FY26. Accordingly, the
following fixed annual fees applied were paid to non-executive directors for the year ended 31 March 2026.
For transparency, the previous fees are provided in brackets:
Position Fees per annum (AUD $)
Board of Directors Chair
Non-executive directors
$200,000 ($180,000)
$100,000
Audit, Risk and Sustainability Committee Committee Chair
Committee member
$20,000
$10,000
People, Remuneration and Culture Committee Committee Chair
Committee member
$20,000
$10,000
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Non-executive director remuneration (continued)
By exception, non-executive directors may receive special exertion fees for ad hoc committee meetings
attended (for example, in relation to capital raisings or merger and acquisition (M&A) activity) or other
substantial additional work required in addition to their Board and Committee responsibilities. Where
special exertion fees are paid, they are required to fall within the shareholder-approved fee pool.
Non-executive directors received the following directors’ fees, remuneration and other benefits from
the Company in the year ended 31 March 2026:
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 $)
Total
remuneration
(NZD $)
To t a l
remuneration
(AUD $)
Claudia Batten
2
$224,631 *––$224,631$200,000
Jan Dawson$112,315$22,463 *$11,232$146,010$130,000
Sean Gourley
3
$112,315$11,232$16,848 *$140,394$125,000
Clyde McConaghy
4
$28,078$2,808$5,616 *$36,502$32,500
To t a l$477,339$36,503$33,695$547,537$487,500
* Indicates Chair of the Board / Committee.
1. The figures shown are gross amounts, which have been converted into NZD from AUD and exclude GST (where applicable).
2. The Board Chair fee is inclusive of all Committee fees.
3. Appointed as the Chair of the People, Remuneration and Culture Committee in June 2025.
4. Retired from the Board and as Chair of the People, Remuneration and Culture Committee in June 2025.
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 on page 81.
No retirement benefits will be paid to non-executive directors on their retirement unless required
under legislation.
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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
AUD or A$: Australian dollars
Australasia: New Zealand and Australia for the
purposes of this Annual Report
Booking.com for Business: A global online travel
booking offering targeting small to medium-
sized companies with Booking.com for Business
branding powered by Zeno
Board or Board of Directors: The Board of Directors
of Serko
Cash on hand: A non-GAAP measure comprising
cash and short-term investments
Cloud-based: Cloud computing is when the
software and associated data is hosted outside the
customer’s premises and delivered over a network
or the Internet as a service, which allows immediate
access to the software
Company or Serko: Serko Limited, a New Zealand
incorporated company
CRN or Completed Room Nights: A non-GAAP
measure comprising the number of unmanaged
hotel room nights that have been booked and the
traveller has completed the stay at the hotel
EBITDAFI: A non-GAAP measure representing
Earnings Before Interest, Taxation, Depreciation,
Amortisation, Foreign Exchange
gains / losses, Fair value remeasurements
and Impairment
ESG: Environmental Social Governance
ESG Report: Serko’s Environmental, Social
and Governance Report, available at
serko.com/investors
EUR or EUR€: European Euro
Free Cash Flow: A non-GAAP measure comprising
GAAP cash flows excluding movements between
cash and short-term investments, cash flows
related to capital raises and strategic acquisition
payments
FTE: Full-time equivalent
FX: Foreign exchange
FY: Financial year ended, or ending, on 31 March
(unless otherwise stated)
GetThere: Serko’s US based corporate booking tool
acquired in January 2025, designed to handle the
most complex travel programs
GST: Goods and Services Tax
IFRS: International Financial Reporting Standards
Independent directors: Claudia Batten,
Jan Dawson and Sean Gourley
IPO or Initial Public Offering Listing: The date Serko
shares started trading on the NZX Main Board,
24 June 2014
Non-GAAP: Financial Information that does not have
a standardised meaning prescribed by NZ GAAP
NZ: New Zealand
NZD or NZ$: New Zealand dollars
NZ GAAP or GAAP: New Zealand Generally
Accepted Accounting Practice
NZ IFRS: New Zealand equivalents to International
Financial Reporting Standards
NZX: NZX Limited, also known as the New Zealand
Stock Exchange
NZX Listing Rules or Listing Rules: The Listing Rules
applying to the NZX Main Board as amended from
time to time
NZX Main Board: The New Zealand main board
equity security market operated by NZX
Online Bookings: A non-GAAP measure comprising
the number of travel bookings made using Serko’s
Zeno and Serko Online platforms
Operating expenses: A non-GAAP measure
comprising expenses, excluding costs relating to
taxation, interest, finance expenses and foreign
exchange gains and losses
Pre-acquisition business: A non-GAAP measure
reflecting the Serko business excluding the
impacts of acquiring GetThere, including related
transaction and implementation costs
Serko.ai: Serko’s new multi-agent AI solution.
A closed-beta trial is currently underway in the US
Serko Online: Serko’s legacy cloud-based online
travel booking solution for large organisations
TMC, Travel Agency or Travel Management
Company: A travel management company that
provides specialised travel-related services to
corporate customers
Total Spend: A non-GAAP measure comprising
operating expenses and capitalised development
costs. It excludes depreciation and amortisation
Unmanaged customers: A non-GAAP term referring
to companies who make Online Bookings through
Serko’s Booking.com for Business platform
US: United States
USD or US$: 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
115
Glossary
114
Serko Annual Report 2026

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
Unit 14d, 125 The Strand
Parnell
Auckland 1010, New Zealand
+64 9 309 4754
Australia
Boardroom Pty Limited
Level 8, 210 George Street
Sydney NSW 2000
Australia
Principal administration office
New Zealand
Unit 14d, 125 The Strand
Parnell
Auckland 1010, New Zealand
+64 9 309 4754
Australia
Suite 310, Quay Quarter Tower
50 Bridge Street
Sydney NSW 2000
Australia
+61 2 9435 0380
Share registrar
New Zealand
MUFG Corporate Markets
A division of MUFG Pension
& Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010, New Zealand
+64 9 375 5998
serko@cm.mpms.mufg.com
Australia
MUFG Corporate Markets
A division of MUFG Pension
& Market Services
Liberty Place, Level 41
161 Castlereagh Street
Sydney NSW 2000
Australia
+61 1300 554 474
DirectorsAuditor
Claudia Batten (Chair)
Jan Dawson
Sean Gourley
Darrin Grafton
Robert (Bob) Shaw
Deloitte Limited
Deloitte Centre
1 Queen Street
Auckland 1140, New Zealand
+64 9 303 0700
Serko’s ESG Report, available at serko.com/investors.
Company Directory
116
Serko Annual Report 2026

Annual Report 2026 · Serko Limited
serko.com

---

ESG Report
FY26

Serko was founded with a simple promise: make business travel
effortless. Our vision is a connected, frictionless experience
from start to finish. To get there, we’re building the world’s
leading business travel marketplace — connecting travellers
to the content, insights and services they need at every step.
We have real data through our platforms from millions of
bookings, deep industry expertise and the trust of travellers
and organisations who rely on us to get it right. That combination
— data, insight and credibility — is the Serko advantage.
We make
business travel
effortless
2

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 (Environmental, Social and Governance)
practices give Serko its social licence to operate, as well as
creating long-term value for our business.
Working
towards a
sustainable
future
3

This ESG Report provides Serko’s
stakeholders with a view of the Company’s
ESG performance and activities in the year
ended 31 March 2026 (FY26).
This Report was approved by the Board of Serko Limited
on 20 May 2026 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 FY26 Annual Report
also contains related information, including its Corporate
Governance Statement, Remuneration Report and Risk
reporting. A copy of our Annual Report is available at
serko.com/investors.
Contents
02
FY26 progress
and highlights
. . . . . . . . . . . . . . . .7
01
Sustainability
at Serko
........................5
03
Environment ..................8
Our approach to climate change
and the environment
..........................9
Climate reporting
.............................10
FY26 Greenhouse gas
performance overview
.....................11
Social ...........................13
Serko culture .....................................14
Employee experience
.......................15
Inclusion and diversity
.....................18
Our workforce
...................................21
Health, safety and wellbeing
...........22
For good in our communities
..........23
Our supply chain
...............................26
05
06
Governance ................27
Succession planning .........................29
FY26 Remuneration
...........................30
Operational resilience
......................31
AI governance framework
...............32
Strengthened stakeholder
engagement
.......................................33
Appendix ....................34
Greenhouse Gas Emissions
Inventory Report
...............................35
04
4

Sustainability at Serko
Our approach to sustainability aligns
with our broader purpose, strategy
and guiding principles.
Execution of our sustainability
strategy will support achievement
of our business goals through three
key drivers — building trust in our
brand, empowering our people
and continuous innovation.
Section 01
S
U
S
T
A
I
N
A
B
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Y

S
T
R
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•

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r
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r

p
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e

•

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l
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P
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h
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5

Our drivers
Our sustainability strategy is based on three
drivers that underpin the decisions we make
and the areas we focus on.
Our key focus areas
In FY24, we undertook a materiality assessment,
assisted by external advisers, which identified
the environmental, social, governance and
commercial areas of greatest importance to our
stakeholders and business. The assessment has
provided a strong foundation for our sustainability
strategy, guiding how we prioritise efforts and
allocate resources.
In FY26, we conducted an internal review to test
the ongoing relevance of our material topics.
While the core topics remained sound, the
review highlighted how rapid advancements in
technology — particularly AI — have elevated
the importance of disruptive technologies and
reinforced the criticality of product development
and innovation to our business.
SDG alignment
We have aligned our drivers and material topics
with United Nations (UN) Sustainable Development
Goals (SDGs) to show which areas of sustainability
we are directly contributing to and how they relate
to a larger vision for positive change.
Our sustainability strategy
Our driversOur objectivesOur focus areas (key material topics)SDGs
Trusted by our
customers, employees,
investors and partners
• Cyber security and data protection
• Business continuity planning
• Legal compliance
• Ethical conduct
• Ethical and resilient supply chain
• Our environmental footprint
(carbon, waste)
• Investing in our communities
• Consumer preferences
• Sustainable financial performance
• Multi-market access (risk)
• Serko as a sector leader
Create an environment
where people can do
career-defining work
• Enablement of organisational effectiveness
• Employee attraction, development
and retention
• Health, safety and wellbeing
• Diversity and inclusion
• Cultural and indigenous engagement
To adapt to rapid
change and deliver
sustainable and
innovative products
to our customers
• Product development and innovation
• Disruptive technologies
• Sustainability mindset
• Employee attraction, development
and retention
• Enablement of organisational effectiveness
• Serko as a sector leader
Being a brand
you can count on
Continuously
innovating
Powering
our people
6

Our commitment to
strengthening ESG
practices remains
ongoing. Here is a
summary of our key
areas of focus and
improvement over the
past year, with each
area explored in further
detail in the sections
that follow.
FY26 progress and highlights
Environment
• Emissions intensity for Scope 1 and 2
21% below the FY23 baseline, remaining
on track towards FY28 30.6% target
reduction.
• Total emissions intensity 26% below
the FY23 baseline and down 15%
on last year.
• Two new sustainability initiatives
launched — Zeno Hotel Carbon
search filter and Air New Zealand
Sustainable Aviation Fuel (SAF)
certificate partnership.
Social
• Gender pay gap reduced from 17.9% to 11.06%
— the biggest year-on-year improvement
to date.
• Won the US GBTA WINiT award for ‘creating
a company culture for women to advance
and succeed’.
• First corporate travel platform to offer
First Nations-owned rental car content
via Cedrent.
• 1,161 volunteer hours contributed globally
and NZD $24,000 invested in community
organisations and scholarships.
Governance
• Senior Leadership Group (SLG) established
to strengthen alignment between strategy
and execution, along with executive incentives
realigned to long-term shareholder value.
• Business Continuity Management programme
comprehensively overhauled to align with
ISO 22301 standards.
• Continued evolution of our AI governance
framework, informed by an external risk
review and supported by a cross-functional
Community of Practice.
• Investor Day hosted by Serko in March,
outlining Serko’s long-term strategy and
growth plans with a demonstration of Serko.ai,
our new multi-agentic product.
Section 02
7

Environment
Section 03
8

Our approach to climate
change and the environment
At Serko, we believe that our
greatest environmental impact
opportunity lies in our core
business: travel technology.
By delivering innovative tools
that empower travellers to
make smarter, more sustainable
choices, we help our global
customer base reduce their
own environmental footprints.
As a digital-first organisation, our direct
operational footprint is relatively compact,
primarily consisting of third-party data
centres, office energy and employee
travel. However, we remain committed
to operational efficiency and minimising
our impact as we scale.
Making sustainable choices:
Zeno Hotel Carbon Search
In FY26, Serko released a new hotel
sustainability feature on Zeno to allow
corporate users to search and filter hotel
search results based on carbon emissions
data from Tasman Environmental Markets
(TEM). By providing estimated emissions
data accessed from TEM Blue Halo
product, this allows users to prioritise
accommodation reservations that align
to corporate sustainability commitments
and help organisations to track and achieve
their targets.
Decarbonising travel:
Sustainable Aviation Fuel (SAF)
In line with our purpose to bring people
together, we believe in the power of
face-to-face connection. Because travel
remains key to how we connect, Serko
is investigating options to mitigate the
emissions associated with our travel and has
partnered with Air New Zealand to purchase
Sustainable Aviation Fuel (SAF) Scope 3
Certificates equivalent to 11% of our FY26
Business Travel emissions. These certificates
act as an ‘inset’ within Serko’s supply chain,
directly supporting Air New Zealand’s use
of alternative jet fuel and the wider transition
to lower carbon fuels within the aviation
industry. Because SAF is typically produced
from raw materials, like used cooking oil
or forestry waste instead of fossil fuels,
it has lower lifecycle carbon emissions
than traditional jet fuel from fossil fuels.
This partnership with Air New Zealand
represents a proactive step in managing
our hard-to-abate travel emissions.
99

Climate reporting
We continue to evolve
our approach to
emissions management
and climate-related
disclosure each year.
Since 2023, Serko has published an
annual Greenhouse Gas Emissions
Inventory Report and, for the past two
years, a Group Climate Statement aligned
with the New Zealand Climate Standards.
These disclosures have provided
transparency on our governance,
climate risks and opportunities
and our carbon-reduction goals
and performance.
The proposed Financial Markets Conduct
Amendment Bill (FMCA Bill) announced in
October 2025, will raise the mandatory
climate-reporting threshold for listed
issuers from $60 million to $1 billion in
market capitalisation. Under this change,
Serko will no longer be considered
a climate-reporting entity. For the
2025–26 period, the Financial Markets
Authority has introduced interim ‘no
action’ relief for entities below the new
threshold, meaning it will not enforce
current climate-reporting obligations on
companies below the climate-reporting
threshold once the FMCA Bill is passed.
Given these changes, Serko has chosen
to rely on the ‘no action’ relief and will
not publish a Group Climate Statement
aligned with the New Zealand Climate
Standards for FY26.
Our climate commitments
While we have moved away from formal
climate-related disclosures, we remain
committed to transparent reporting
on our carbon-reduction progress.
Our stakeholders will continue to have
clear visibility of how we’re tracking
toward a low-carbon future:
• Emissions reporting: We will continue to
measure and report our Scope 1, 2 and 3
emissions and will still voluntarily publish
an annual Greenhouse Gas Emissions
Inventory Report. For FY26, Serko’s
emissions were calculated using the
best available management data, though
the Report has not undergone external
limited assurance.
• Emissions-reduction target: Our core
environmental goal remains unchanged:
a 30.6% reduction in emissions intensity
(tCO
2
e per $NZDm of Total Income across
Scope 1 and 2) by FY28, based on our FY23
baseline. While absolute emissions may rise
as our global footprint grows, we focus on
emissions-income intensity to ensure we
scale with increasing carbon efficiency.
• Climate risk management: We continue
to identify, assess and manage climate-
related risks through our established risk
management framework.
• Innovation: We will help our global
customer base reduce their own
environmental footprint by providing
tools and technology that empower
travellers to make sustainable choices.
Together, these actions reinforce
our commitment to carbon reduction,
environmental stewardship and
the long-term sustainability of our
global operations.
10

FY26 Greenhouse gas performance overview
Table 1: GHG emissions
Performance summary
FY26 was a year of significant
organisational growth for Serko,
including a full year of integration
of the GetThere business and the
expansion of our India development
hub. This growth, and associated
increase in operational activity,
contributed to a 13% increase in
GHG emissions against FY25.
Key drivers included:
• A broader geographic presence,
with new offices opened in Texas,
US and Bengaluru, India. In particular,
the opening of the India office
increased both purchased energy
and Transmission and Distribution
(T&D) losses.
• Deeper engagement with partners
and stakeholders across Australia,
Singapore, Europe, India and the US,
requiring a mix of in-person and
virtual meetings.
• A balanced approach to investment
in people and roles while growing
AI leadership.
• A 24% rise in average headcount as a
result of the growth described above,
which increased both commuting and
working-from-home emissions.
Alongside the rise in absolute emissions,
Serko’s GHG emissions intensity (Scope 1
and 2 tCO
2
e per $NZDm of Total Income)
increased from 0.5 to 0.9. Despite this
year-on-year increase, our FY26 intensity
measure is still 21% below our FY23
baseline of 1.1.
We remain committed to our FY28
reduction target of -30.6% and are
confident that, as we continue to scale,
emissions growth will decelerate relative
to our income growth, enabling us to
return to a downward intensity trend.
ScopeEmissions sourceFY23
Base
year
(tCO
2
e)
FY25
(tCO
2
e)
FY26
(tCO
2
e)
Total Serko
Pre-
acquisition
business
GetThereTotal
Serko
FY26 v
FY23
Base
year
(%)
FY26 v
FY25
(%)
Scope 1
Purchased natural gas61011-83%0%
Scope 2
Purchased energy48435057107123%149%
Scope 3
1
Hosting services118752213315531%107%
Business travel30368758531616103%-10%
Staff commuting32827928107234%30%
Working from home5238272451-2%34%
T&D losses222911450%450%
Total Scope 350788471422694085%6%
Total GHG emissions (Location based)5619287642841,04887%13%
Total GHG intensity (Location based)11.7010.307. 2917.6 18.67-26%-15%
Total GHG intensity (tCO
2
e per NZD$m of
Total Income across Scope 1 and 2 emissions)
1.100.500.483.600.89-21%84%
1. The Scope 3 emissions shown in this table include upstream emissions only. Downstream emissions (such as the energy used by
customers on our SaaS travel platform) are not included as we estimate their impact will not be material and difficult to measure.
11

Enabling reduction of
travel-related emissions
As with many technology businesses,
our Scope 3 (supply chain) emissions
dominate our footprint, comprising 90%
of our total emissions. Within that, business
travel comprises around 66% of Serko’s
Scope 3 emissions.
We also play a role in helping reduce the
travel-related environmental impact of
users of our platforms. Although Serko
does not supply directly to customers
booking travel online, our SaaS platforms
will increasingly assist carbon reduction by:
• providing clear visibility of travel-related
emissions and environmental impact
at point of sale; and
• encouraging lower-impact travel options
and supporting more sustainable travel
programmes through data-driven
decision-making.
As described on page 9, we have
partnered with Air New Zealand to
purchase Sustainable Aviation Fuel (SAF)
Scope 3 Certificates. This partnership
represents a proactive step for Serko
in managing our hard-to-abate travel
emissions. Serko purchased SAF
certificates equivalent to 70 tCO
2
e
relating to FY26 in April 2026.
Serko’s location-based GHG emissions (tCO
2
e)
0
200
1,400
1,200
1,000
800
600
400
FY23 Base YearFY24FY25FY26

Scope 3—T&D losses

Scope 3—Working from home

Scope 3—Staff commuting

Scope 3—Business travel

Scope 3—Hosting services

Scope 2—Purchased energy

Scope 1—Purchased natural gas
12

Social
Section 04
13

Serko culture
At Serko, our culture of agility
and experimentation drives our
mission to reimagine business
travel through an AI-first
lens. In FY26, this mindset,
underpinned by our guiding
principles, became a primary
driver of innovation across
our global capability hubs.
We are evolving our leadership from
traditional management to a high-
performance coaching model that
prioritises psychological safety
and resilience.
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
Our culture of curiosity is operationalised
through Growth Labs, which prioritise the
‘Learn’ alongside the ‘What’ and ‘How’.
By valuing the rate of skill acquisition and
rewarding adaptation to emerging tech, we
ensure our talent can push boundaries in a
supportive, performance-oriented setting.
Looking ahead, we remain committed to
empowering our global teams through
leadership investment, performance
coaching and strategic transparency,
as we transition to an AI-first approach.
By anchoring our daily experience in our
guiding principles, we will ensure a unified
sense of belonging and purpose across our
entire global workforce.
14

Employee experience
At Serko, we promote a culture
of learning and engagement that
supports our people to grow,
innovate and perform at their
best. We recognise that a resilient
organisation is only as strong as
its feedback loops.
Listening and engagement
We actively listen to our people through
quarterly pulse checks and annual engagement
surveys, which inform targeted actions to
strengthen alignment, collaboration and
capability as we scale. In FY26, we focused on
integrating our expanded global workforce and
sharpening our strategic priorities. Against this
backdrop of high-velocity change, employee
engagement remained strong, underpinned
by effective leadership and a shared sense
of accountability.
80%
Proud to work
at Serko
77%
Would recommend
Serko as a great
place to work
76%
Overall employee
engagement
Manager’s thoughts

Serko’s ambition to become a premier global
travel technology company is powered by a
diverse workforce operating globally across
five regions. This global operating model
enhances product development, attracts top
talent and strengthens strategic execution and
customer support. Combined with deep travel
and e-commerce expertise and emerging AI
capabilities, we are building a strong foundation
for Serko’s sustainable, long-term growth.
I am excited to be leading at Serko through

this journey.
David Holyoke
Senior Vice President Product, United States
FY26 engagement
overview
15

Learning, development and
internal mobility
Our commitment to employee growth
is supported by an integrated model of
learning pathways, dedicated development
time and a performance framework
focused on continuous improvement in the
flow of work. Prioritising internal mobility
and professional development increases
capability and fuels the innovation that
drives our business and customer outcomes.
During the year, we implemented career
frameworks to provide greater role clarity
and consistent competency expectations
with a view to defining a skills-based
framework for the future. This phased rollout
ensures that clear pathways are accessible
to all our people as we scale.
Future focus
In FY27, we remain committed to scaling our
AI fluency programmes from foundational
awareness to practical mastery, ensuring
every Serkodian is equipped to lead our
human-led, AI-augmented transformation.
Employee story

Since joining Serko as a Senior Product
Marketing Manager and progressing to

Head of Marketing, my role has grown
alongside our global ambitions. I have helped
shift our approach from a traditional B2B focus
to a sophisticated e-commerce strategy for
one of the world’s largest brands. This has
empowered me to lead the evolution of our
marketing tech stack, driving digital channel
innovation and deeper customer engagement.
Serko has consistently given me the opportunity
to challenge myself and grow across diverse
domains, and I am incredibly excited to keep
redefining how we connect with business
travellers worldwide.
79%
Employees feel
their manager
shows genuine
interest in their
career trajectory
75%
Employees feel
their performance
is evaluated fairly
within our data-driven
framework
80%
Employees say
they have access
to learning and
development
Kathryn Hoolihan
Head of Marketing, Booking.com for Business, New Zealand
16

We achieved a 55% conversion rate in FY26,
transitioning 10 of our 18 global interns into
permanent graduate positions through three
pillars of professional evolution:
• Real-world AI application: Connecting
academic theory with practical challenges,
providing hands-on experience across the
full development lifecycle within an
AI-augmented environment.
• Guided mentorship: Offering structured
support that encourages critical thinking
and the ‘curiosity’ needed to challenge
existing workflows.
• Strategic career pathways: Supporting
the seamless movement into associate
positions.
Looking ahead, we will continue to
evolve our early-career programmes
by strengthening the internship-to-graduate
pipeline. Our goal is to capitalise on the
unique skills of the next generation, ensuring
that new talent is not just proficient in our
current systems but is empowered to
drive the next wave of AI-driven innovation
at Serko.
We continue to invest in early-
career talent as a foundational
element of our future-ready
workforce.
Our programmes for interns and graduates
do more than just introduce fresh
perspectives; they aim to bring AI-native
expertise into the heart of our development
teams. By attracting emerging technology
professionals who inherently understand
the potential of agentic tools, we are
accelerating Serko’s transition to an
AI-first organisation.
Early in career: developing the next generation of tech talent
I’m very grateful for the learning opportunities
I’ve had at Serko. Beyond the professional growth,
the culture of collaborative problem-solving and
leadership support is what truly sets this Company
apart. I’m enthusiastic to continue my career here
as a permanent member of the team.
Tamalika Roy
Engineering Intern, India
My internship at Serko was a great experience
that turned the daunting prospect of a professional
environment into a welcoming space for growth.
The team struck a perfect balance between supporting
my learning journey and allowing me the independence
to develop my skills through real-world tasks. I felt
valued from day one and truly appreciated the friendly,
inclusive culture they have fostered.
Fares Selwadi
Engineering Intern, New Zealand
17

Inclusion and diversity
At Serko, our commitment to an
inclusive culture is foundational
to how we collaborate, make
decisions and show up for one
another every day.
We know that bringing together diverse
perspectives, backgrounds and skills is the
engine of our innovation, enabling us to
design travel solutions that genuinely serve
our global customer base.
As an equal-opportunity employer, we
celebrate and actively support the unique
experiences, cultural backgrounds and
diverse ways of thinking that our people
bring to the table.
Our journey toward greater equity requires
ongoing transparency and accountability.
Throughout FY26, we tracked our progress
against targeted objectives, reported
regularly to the Board and deepened
our focus on our three-pillar approach
to diversity, equity and inclusion.
Our key commitments are:
01
A systems approach
to promoting inclusion
and reducing bias in
everyday interactions
and business practices.
03
Building sustained
capability through
education, coaching
and self-reflection.
02
A data-led approach
to deepen our
understanding of
representation,
highlight where we are
doing well and identify
areas for improvement.
18

Key FY26 annual
survey results
71%
Female engagement
82%
"I feel like I can be
my true authentic
self at Serko"
87%
"I feel I have things in
common with others
at Serko"
Key commitmentKey FY26 initiatives and progressFuture focus
• Maintained Advanced Gender Tick
• Expanded attendance to the Women Rising and launched Male Allies programme
• Continued to support and contribute to the New Zealand Mind The Gap pay equity reporting
initiative. Our Pay and Gender Equity Statement can be found here
• Continued support for our affinity groups Te R ō p ū (Te Reo Māori) and Wāhine at Serko
• Standardised bias-free hiring and diverse panels globally
• Mature talent acquisition ecosystem
and data to monitor equity across the
employee lifecycle
• Expand employee groups for LGBTQIA+
and neurodivergent staff
• Evolve internal talent marketplace for fluid
career mobility
• Won GBTA WINiT award for “Creating a Company Culture for Women to Advance
and Succeed”
• Refined global engagement strategy for continuous listening
• Stable gender baseline (+ / - 1%) during global scaling
• Tracked Māori / Pacific Peoples representation (<1%); remains a priority gap
• FY26 Results:
Gender pay gap: 11.06% (FY25: 17.9%)
Pay equity gap: 0.98% (FY25: 2.05%)
• Pursue = / > 40% Women in Senior
Leadership and 12% in Tech
• Target Māori / Pacific Peoples
representation through exploring
new talent partnerships
• Reduce gender pay gap
• Maintain pay equity gap to =< 2.0%
• Integrated unconscious bias mitigation into performance and hiring rhythms
• Continued Te Ka a partnership for Te Ao Māori education
• Utilised inclusion toolkits to support wellbeing and cultural competence
• Embed and reinforce inclusive leadership
via Male Allies and internal frameworks
• Use global hubs to drive cross-cultural
exchange, connection and competence
• Launch cross-regional mentorship for
emerging diverse talent
Systems approach
Data-led approach
Awareness and
capability
Reducing bias and promoting
inclusion in our daily interactions
and business practices.
Deepening our understanding
of representation, highlight where
we are doing well and identify
areas for improvement.
Through education, coaching
and self-reflection.
19

FY26 Gender diversity by group
All Workforce — target not achieved
All Directors — target achieved
60%40%
Non-executive directors — target achieved
33%67%
Executives (incl. CEO) — target not achieved
71%29%
Management (excl. Executives) — target not achieved
73%27%
Female
33.8%
Male
66.2%
Employee story

As a Māori wahine, working at Serko has given
me the confidence to bring more of who I am into
my work, including my culture and my journey
learning te reo Māori. I’ve really appreciated

the support to continue that journey and share
it with colleagues in a way that feels natural
and encouraged.
Being part of Te Rōpū, the Māori affinity group at
Serko, has been especially meaningful, creating
a space for connection and increasing the
visibility of Māori culture within the organisation.
Initiatives like this help foster an environment
where I feel comfortable being myself.
Kara Raihana
Project Coordinator, New Zealand
Serko holds a consistent organisational target of achieving = / > 40% female
representation across general workforce, management, executive and Board levels.
20

African (0.5%)

Asian (27.1%)

European / Caucasian (21.0%)

Indian (19.1%)

Latin American (2.2%)

Māori (0.2%)

Middle Eastern (0.2%)

Pacific Peoples (0.2%)

Not disclosed (29.5%)

Less than 1 year (21.3%)

1 Year (11.1%)

2–3 Years (19.1%)

4–5 Years (15.9%)

6–9 years (16.2%)

10+ Years (16.4%)

Full time (93.2%)

Part time (1.6%)

Fixed term (1.2%)

Parental leave (0.7%)

Contingent workforce (3.3%)

Australia (4.4%)

China (17.1%)

India (25.1%)

New Zealand (42.8%)

United Kingdom (0.5%)

United States (10.1%)

18–24 Years (4.4%)

25–34 Years (25.8%)

35–44 Years (41.3%)

45–54 Years (17.9%)

55–64 Years (9.4%)

65+ Years (0.2%)

Private (1.0%)
Our total headcount slightly reduced
from 421 in FY25 to 414 and our
voluntary turnover increased from
8% in FY25 to 12%.
FY26 saw a demographic pivot toward
early-career talent, as the 18–34
cohort rose to 30.2% (from 24.4% in
FY25), while the mid-career segment
(35–54) decreased to 59.2% (from
64.2% in FY25).
As we scale our global capability
hubs, our New Zealand workforce has
shifted from 51.5% to 42.8% in FY26,
reflecting growth in our India and
United States specialist teams.
Our ethnic representation remains
broadly balanced and globally diverse,
anchored by a rich tapestry of at least
19 nationalities across our teams.
Serko maintains a healthy balance
of innovation and institutional
knowledge, with nearly one-third
of the team surpassing six years
of service alongside an influx of
fresh perspectives.
Workforce compositionCountryAge rangeEthnicityLength of service
Our workforce
21

Health, safety and wellbeing
At Serko, we are committed
to maintaining a safe, healthy
workplace and working with
our teams to ensure the
wellbeing of our people.
Our Health, Safety and Wellbeing Policy
applies to all Serko operations and
business activities worldwide and to all
persons working for us or on our behalf.
This policy is reviewed and approved by
the Serko Board.
In FY26, our deep dive into Health & Safety
key hazards resulted in an update to
our major health and safety hazard risk
register introducing a new major hazard
— Travel Safety.
Major hazard initiatives
Hazard category
FY26 Key actions
• Launched stress management training for all staff and leaders
• Expanded Mental Health First Aiders and added a dedicated
Australian EAP (Employee Assistance Programme) line
• Appointed global HSW Champions to advocate for safety culture
• Implemented a Global Safe Workstation Standard for office
and home assessments
• Designed new offices (Bangalore, Dallas) with standing desks
and acoustic management
• Auckland office move scheduled for early FY27 following these
design principles
• Tr ave l S afet y added as a ‘Key Hazard’ with a new Global Policy
• Introduced specific Safe Travel at Night protocols for India
• Introduced Operational Guidelines for flight health, travel density,
safe commuting practices and cultural competence
Psychosocial
Ergonomic
Safe travel
FY26 Key metrics
• Employee sentiment: 80% of employees
believe Serko cares for their health and
wellbeing. Regular health and safety pulse
surveys and EAP usage data allows us to
track trends, identify needs and deliver
more targeted support.
• Safety record: Zero fatalities; extremely
low incident rates (lost time injury
frequency rate: 3.5; lost time injury
incidence rate: 0.7). No contractor
injuries were reported.
• Training: Stress management micro
learning modules delivered to employees
and people leaders.
22

For good in our communities
We remain focused on
building strong, supportive
communities through
hands-on volunteering via
our Day of Community and
targeted financial support.
To ensure meaningful outcomes,
we select initiatives that align with our
purpose of bringing people together,
resonate with our teams and deliver
a concentrated, high-value impact.
In FY26, our global team collectively
contributed 1,161 hours of volunteer
service. Alongside this hands-on
support, we invested NZD $24,000 back
into the community through targeted
scholarships and financial contributions.
FY26 social
highlights
1,161
Volunteer hours
contributed during
our Day of Community
NZD $12,000
2x Hangarau mō te Taiohi
Scholarships awarded
NZD $12,000
Financial contribution
to Little Wings
Furthering our commitment to social equity, we successfully integrated
Cedrent, an Australian Indigenous-owned vehicle rental provider in FY26.
This milestone makes Serko the first corporate travel platform to offer
dedicated First Nations-owned rental car content, enabling organisations
to easily identify, preference and book Indigenous-owned suppliers directly
within their travel programme.
23

New Zealand
We volunteered for several
community initiatives, including
Urban Regeneration, Ronald
McDonald House, FairFood,
Motuihe Trust, Habitat
Restoration, Nurture our
Native Bush at Te Auaunga,
St Heliers Playcentre and
Oke School Garden Charity.
United States
In Dallas, we volunteered at
The Gatehouse — a non-profit
organisation providing shelter
and programmes for women
to create a foundation for
permanent self-sustainability.
Our team cleaned and prepared
apartments for member move-
ins. It was both impactful and fun!
India
In Bengaluru, we visited
the Abhayadhama Human
Development Center, an
orphanage dedicated to
supporting and educating
children between 12 and 18.
The visit was filled with smiles
and meaningful conversations
as we distributed stationery
and T-Shirts and learned about
the children and their training
in carpentry and welding —
valuable skills that help them
build a brighter and more
independent future.
China
Our Xi’an team spent a meaningful
Community Day at a local nursing home,
making dumplings and sharing joy with
the elderly. In Foshan, we supported
students to create meals and crafts at the
Community Disability Wellness Centre.
Australia
We spent the day
wrapping presents
with Little Wings!
Other remote workers
in Australia took part
in Actively Pink as
The Pink Ladies to
raise awareness and
money for Breast
Cancer Network
Australia (BCNA) and
raised over $900
in donations.
Day of Community
24

Te Hangarau mō te Taiohi
Scholarship, New Zealand
Serko has partnered with Te Hapori
Matihiko to launch the Te Hangarau
mō te Taiohi Scholarship. Designed for
rangatahi Māori (ages 15–26) pursuing
careers in software development, data
engineering, or design, this initiative
focuses on breaking down barriers
and fostering the next generation of
Māori tech leaders.
The Scholarship includes:
• Two awards of $6,000 each.
• Financial support paired with mentorship.
We are committed to supporting equitable access to technology
careers, contributing to a more diverse and inclusive future workforce.
Little Wings, Australia
Serko continues its partnership with Little Wings
Australia, a non-profit providing vital transport for
seriously ill children in regional and rural communities.
Our support includes:
• A NZD $12,000 financial contribution to assist families across
New South Wales and Queensland, Australia.
• Waiver of booking and other fees to support Little Wings’
travel programme.
• Team volunteering.
We are honoured to partner with Little Wings to provide more
equitable access to medical care for regional families, easing
their financial and logistical burdens during critical times.
Every Third Saturday,
United States
Serko donated computer and office equipment
to ETS, an organisation located in Minneapolis,
Minnesota, which is dedicated to supporting
veterans and their families. ETS provides a safe and
empowering space where veterans can connect,

share experiences and rebuild a sense of community,
purpose and belonging.
Investing in our communities
The Laptop Drop, New Zealand
Serko contributed a significant number of
devices to the Laptop Drop programme, which
supports local schools by providing technology
to students who lack access to suitable learning
devices. The initiative aims to improve digital equity
and ensure students can fully participate in modern
learning environments.
Serko’s donated laptops were distributed to colleges in
Auckland, helping enhance students’ access to technology
and supporting more inclusive educational outcomes.
This scholarship has been amazing in supporting my desire to
delve into the exciting, ever-changing te ao hangarau (the world of
technology). Beyond the financial support to fund hands-on discovery
of emerging and disruptive tech, the chance to grow my professional
network and access experts in their fields is priceless. Papaki kau ana
ngā tai o te mihi ki a Serko.
Kensa Randle
Te Hangarau mō te Taiohi Scholarship recipient
25

Our supply chain
Serko applies a robust due diligence
programme and risk assessment process
for all material partners and incorporates
commitments to our Business Partner
Code of Conduct in supply contracts
where possible. Where potential issues
are identified, our Compliance Team
conducts a detailed investigation, with
outcomes documented and reported
to the relevant stakeholders.
Policy and Code updates
We have also updated key governance
documents to reinforce our commitment
to responsible business practices.
Business Partner Code of Conduct
As referenced earlier in this section, Serko
completed its biennial review of the Business
Partner Code of Conduct, reaffirming
our commitment to ethical practices and
responsible relationships throughout our
value chain.
This Code incorporates our Business
Principles, which detail our clear expectations
for all third-party partners regarding
business ethics, employment conditions,
working environment, environmental
standards and respect for all.
Human Rights Policy
We have expanded our Modern Slavery
Policy into a broader Human Rights Policy,
which now incorporates our commitment
to respecting human rights, as well as our
approach to preventing and addressing
modern slavery risks to meet Australian
legislative requirements.
Modern Slavery Statement
Our Modern Slavery Statement, published
annually, has been updated to address the
steps taken and planned future actions to
identify and address the risks of slavery
and human trafficking as at 29 April 2026.
This includes conducting targeted
due diligence on higher-risk suppliers,
improving supply chain visibility to identify
and mitigate risks and delivering regular
compliance reporting to the Board.
At Serko, we work closely
with a strong network
of suppliers to maintain
an efficient, ethical and
resilient supply chain.
Our direct suppliers
are primarily based in
New Zealand, Australia
and the United States.
In FY26, we completed our biennial
review of our Business Partner Code of
Conduct, reaffirming our commitment
to ethical business practices and
responsible relationships throughout
our value chain. The code, which
incorporates the Serko Business
Principles, sets clear expectations for
third-party business partners and is
published on our website.
Anti-bribery and Corruption Policy
Reaffirming Serko’s zero-tolerance approach
to bribery and corruption, this policy sets
expectations for our employees to uphold
the highest standards of integrity, honesty
and fairness in all we do.
Code of Ethics
Serko’s Code of Ethics outlines the standards
by which our directors, employees,
contractors and advisers are expected to
conduct themselves at Serko, including
when working with our business partners.
The Code of Ethics now incorporates
our commitments to refrain from non-
competitive practices, including those
relevant to our reseller and distribution
activities.
These policies, codes and statements are
available on the Serko website.
26

Governance
Section 05
27

Governance
The Board’s FY26 focus centred on two clear aims: shaping Serko
for further scale and capitalising on the AI opportunity. Serko’s
2030 strategy, presented at Investor Day in March, sets out the
execution path — balancing successful delivery in our existing
business, including further acceleration of Booking.com for
Business, with the development of significant new opportunities.
Capital management has been a critical focus — with spend directed towards the
creation of long-term shareholder value, accelerating investment where results
are demonstrated and making deliberate decisions to focus the business on our
core strategy, including the sale of InterplX expense management assets in the US.
Serko’s new multi-agent AI product, which commenced a limited user trial in the US
in May, represents a genuine step-change for travellers and customers.
The Board also prioritised the delivery of Serko’s international workforce strategy
— building capabilities to compete and scale, with a focus on our engineering hub
in India and continuing to strengthen our US team.
For more detail regarding our governance practices, please refer to our Corporate
Governance Statement, available in our Annual Report at serko.com/investors.
Board priorities
and progress
28

Succession planning
Board
Serko’s Board brings strong governance,
technology and financial expertise, with
deep operating experience in building
technology businesses — including in data,
AI and the US market.
During the year, Sean Gourley was appointed
Chair of the People, Remuneration and
Culture Committee following Clyde
McConaghy’s retirement after the 2025
Annual Shareholders Meeting. Jan Dawson
continues to chair the Audit, Risk and
Sustainability Committee.
The Board is conducting a search for two
new non-executive directors as part of
long-term succession planning. One role is
intended to provide future Board leadership
as a potential Chair successor. We are
taking a disciplined, patient approach to
secure candidates with the right specialised
expertise who align with Serko’s long-term
value proposition. Progress continues, with
appointment quality prioritised over timing.
Executive and
Senior Leadership
The People, Remuneration and Culture
Committee maintains a disciplined focus
on executive succession, reviewing
plans annually to ensure Serko has the
leadership required for growth and
sustainable financial performance.
This includes active assessment of
internal and external talent to ensure
the right mix of leadership capabilities.
In FY26, we expanded the role of Chief
Operating Officer Matt Gerrie (formerly
Booking.com), to oversee day-to-day
operations and accelerate our transition
to an AI-first, product-led organisation.
We also established a Senior Leadership
Group (SLG), a strategically critical cohort
positioned below the Executive Team.
The SLG strengthens the link between
strategy and execution, enhances
communication and supports governance
processes essential for talent continuity
and long-term growth.
To further build our leadership bench, several key senior hires and
internal promotions were made in FY26 to strengthen AI technology
and business development capabilities:

• Director Engineering – Applied AI: Saurangshu Pandey
(formerly Google, Amazon, Oracle)
• Director Engineering – Platform: Venkatesh Purushothaman
(formerly Eventbrite, Expedia, eBay)
• SVP Product: David Holyoke (internal promotion)
• VP Revenue ANZ Market: Dinesh Kumar (internal promotion)

Further details about our Executive Team are available at
serko.com/about.
29

FY26 Remuneration
30
Talent and reward strategy
Our Remuneration Framework is designed
to incentivise the high-performance culture
and disciplined execution essential for
Serko’s next phase of growth.
By aligning reward structures with our
strategic evolution toward an AI-driven
organisation, we strengthen our ability
to attract and retain the specialist
talent needed to deliver long-term value.
This approach balances talent continuity
with a commitment to building a high-
leverage workforce, directly linking
remuneration outcomes to the critical
capabilities that underpin our sustainable
financial performance.
Linking performance to learning
We have replaced static Performance
Development reviews with Growth Lab,
a framework that explicitly measures
the speed of skill acquisition. Individual
incentives are now directly linked to skill
growth, moving beyond the ‘What’ and
‘How’ to also measure the ‘Learn’.
Global job and pay architecture
We have evolved our global job and pay
architecture to meet the needs of our
expanding international footprint. The
improved framework includes refined levels
and global pay bands, clarifying career
tracks to facilitate internal mobility while
sharpening our edge in the global talent
market. To ensure our total rewards remain
competitive, we are currently conducting
a comprehensive review of employee
incentives, set for completion in FY27.
Executive incentive refinement
In FY26, the Executive Long-Term Incentive
(ELTI) plan was redesigned to align more
closely with current market practice while
further strengthening the link between
executive rewards and long-term shareholder
value. This includes two key changes:
1. Previous tenure-based tranches have
been converted into a Deferred Short-
Term Incentive (DSTI) tied to the annual
Company scorecard. The third tranche
remains as a true Long-Term Incentive
(LTI) measured on absolute total
shareholder return (aTSR) over
three years.
2. All DSTI and LTI components will be
issued as Restricted Share Units (RSUs),
continuing to align executive and long-
term shareholder interests.
For more detailed information on our
remuneration practices, please see our
full Remuneration Report.
30

Operational resilience
During FY26, we advanced
the maturity of our Business
Continuity Management (BCM)
programme, ensuring robust
alignment with the ISO 22301
framework for security
and resilience.
As part of this process, our crisis response
protocols were optimised and validated.
Recognising that resilience is a competitive
advantage, Serko continues to build
a proactive, ‘always-ready’ posture
to disruptions.
External programme review
To ensure our BCM programme is fit for
purpose, we engaged a third-party resilience
consultant during FY26 to conduct a gap
analysis and assist with developing plans,
training and testing.
BCM Optimisation: The analysis provided
an objective ‘stress test’ of the programme
and validation of changes proposed to
align with the core principles of ISO 22301
(Security and Resilience — Business Continuity
Management Systems). Additional actions
completed with consultant support included:
• Governance and policy: Ensuring executive
accountability and clear escalation paths.
• The BCM Framework: Providing alignment
from identification to mitigation.
• Disaster Recovery: Improving integration
with disaster recovery plans.
• Business Impact Analysis (BIA): Updating
our BIAs across all core functions and
identifying all critical processes.
• Risk assessment: Providing threat analysis.
• Response plans: Ensuring all response
plans are actionable.
• Validation: Testing and continuous
development through cyber resilience
and business continuity exercises.
Crisis Management Optimisation: We also
refreshed our Crisis Management Plan to
clearly define roles, responsibilities and
escalation protocols. This will support
our Crisis Management Team to ensure
a synchronised response at both the
strategic and operational level, with clear
communication channels to stakeholders,
reflecting our commitment to ongoing
improvement of our business resilience.
Validation
All business continuity training, crisis
management training and the end-of-year
desktop crisis simulation — facilitated by a
third-party resilience consultancy — were
completed in FY26 in accordance with
SOC 2 requirements.
This year’s desktop simulation stress-tested
our response capabilities for a cyber attack
and identified opportunities to further
improve cyber readiness.
31

AI governance framework
We are committed to the
continued improvement of
Serko’s policies and practices
so that our governance
framework stays aligned to
our strategic objectives and
keeps pace with a rapidly
changing environment.
As AI becomes central to Serko’s growth
strategy — both in how we operate and in
the products we deliver — we are evolving
our AI Governance Framework to support
this transformation. Under the Chair’s
direction, the Board maintains a deep focus
to ensure that Serko adopts a best-in-class
approach to AI governance.
We are committed to wide-scale adoption
of AI that builds a human-led, AI-augmented
operating model that reduces friction, scales
value beyond headcount and focuses our
people on the work that matters most.
We have established a robust AI governance
structure supported by:
• a cross functional AI Community of
Practice, responsible for guiding the
implementation and use of AI tools under
Serko’s AI Acceptable Use Policy; and
• a strengthened data governance
framework, ensuring appropriate
controls for data inputs and outputs
and compliance with ethical, regulatory
and data protection requirements.
With accelerated AI adoption operationally
and an agentic AI product vision for Serko.ai,
Serko has partnered with an external
consultant to complete a comprehensive
review of AI risks based on existing adoption
and future plans. This will help to ensure that
the evolution of our governance framework
has the right level of oversight, rigour and
future focus.
32

Regular engagement with
our shareholders and broader
investment community
remains a Board priority.
We are committed to open
communication, transparency
on our strategy and ensuring
investors have the information
they need to assess Serko’s
progress in an important phase
of growth and execution.
In March, Serko hosted an Investor Day
in Auckland, bringing together investors
and analysts for a detailed presentation
of Serko’s strategy and growth plans.
Key topics included:
• The path to Serko’s $250 million FY30
revenue aspiration, including core
growth drivers in our existing business
and opportunities for expansion.
• The launch of Serko.ai, a multi-agentic
product representing a significant step
in Serko’s AI strategy. A US closed beta
for Serko.ai commenced in May.
• Serko’s competitive positioning in an AI-
driven market and the durable advantages
that generic AI models cannot replicate.
• Capital allocation and investment
priorities, including cost discipline and
the opportunities for margin expansion
as Serko scales.
Strengthened stakeholder
engagement
33

Appendix
Section 06
34

Appendix
Greenhouse Gas Emissions
Inventory Report
For the period: 1 April 2025 — 31 March 2026
35

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 2025
to 31 March 2026.
The inventory has been prepared in
accordance with the requirements of
the International Standard ISO 14064-1
Greenhouse gases – Part 1: Specification
with guidance at the organisation level
for quantification and reporting of
greenhouse gas emissions and removals
(‘ISO 14064-1:2018’) and the Greenhouse
Gas Protocol: A Corporate Accounting
and Reporting Standard (revised edition,
2015) (‘the GHG Protocol’).
This inventory forms part of Serko’s
commitment to measure and manage our
emissions. Serko is committed to operating
in an energy-efficient environment and
considers the management of its GHG
emissions to be a principal component of its
environmental and sustainability objectives.
It is our aim to be an environmentally
responsible organisation and to continue
to build an energy conscious culture within
the Company.
01
Introduction
02
Statement
of Intent
We aim to balance our environmental and
financial priorities throughout our operations
and remain committed to transparent
reporting on our carbon-intensity reduction
progress. Our stakeholders will continue
to have clear visibility of how we’re tracking
toward a low-carbon future.
Intended users of this report include,
but are not limited to:
• our industry partners and government
• Serko Strategic Leadership; and
• stakeholders.
Serko is an online travel booking and expense
management service for the business
travel market. Serko is headquartered in
New Zealand, with offices across Australia,
China, India and the United States.
Serko Limited has several subsidiaries, wholly
owned and controlled by Serko Limited.
Serko is listed on the New Zealand Stock
Exchange Main Board (NZX:SKO) and
Australian Securities Exchange (ASX:SKO).
Key personnel
Key personnel in preparing the report
at Serko include the Chief Financial Officer
(CFO), Shane Sampson supported by
members of the Finance Team to lead the
data collection. The report is prepared
annually by the Financial Planning and
Analysis (FP&A) Team and reviewed by the
Head of FP&A and CFO. The signatories on
the final report are the Chair of Audit, Risk
and Sustainability Committee, Jan Dawson
and the Chair of the Board, Claudia Batten.
03
Organisational
description
36

Organisational boundary
Organisational boundaries included in this
reporting period were set with reference
to the methodology described in the GHG
Protocol Standard and ISO 14064-1:2018.
An operational control approach was used
to account for emissions. Given the current
structure of Serko Limited, the financial
control approach would result in the
same boundary and the same emissions
inventory result.
Existing sites were included in measurement;
comprising the head office in Auckland; an
office in Sydney, Australia; an office in Foshan,
China; an office in Xi’an, China; an office in
Minnesota, US; an office in Texas, US and an
office in Bengaluru, India.
InterplX, Inc
(US)
Serko Trustee
Limited
(NZ)
Serko
Australia
Pty Ltd
(AU)
Serko Inc.
(US)
Serko Limited
(NZ) [NZX & ASX:SKO]
1%
GetThere LLC
(US)
Foshan Sige
Information
Technology
Limited
(China)
Serko
Investments
Limited
(NZ)
Serko India
Private

Limited
(IN)
Base year
Serko has used the financial year ended
31 March 2023 as its baseline year for
assessing appropriate metrics and targets
for managing our carbon emissions.
The 2023 financial year is regarded most
appropriate as business activity had largely
returned to pre-COVID-19 level of activity.
Serko has elected not to restate the FY23 base
year despite several structural changes
occurring in FY25 and FY26, including the
acquisition of GetThere (January 2025), the
divestment of the InterplX expense business
(September 2025) and the transition to a
permanent office in India. While the InterplX
expense business was divested to CerebriAI,
emissions associated with the Minnesota,
US office have been retained within our
footprint for FY26. These structural shifts
are considered integral to Serko’s long-term
growth and efficiency strategy. By maintaining
the original FY23 baseline, Serko aims to
provide a transparent view of our progress in
improving emissions intensity as the business
executes on efficiency and growth plans.
04
Scope
99%
37

Table 1: Inclusions in FY26 GHG inventory
GHG Protocol Emissions Scope
1
GHG Protocol
Scope 3 subcategory
Emissions sourceCalculation
method
ISO 14064-1:2018
Category
2
Direct GHG emissions (Scope 1)
GHG emissions from sources that are
owned or controlled by the Company.
—Purchased natural gasUsage of gas in
terms of therm
Category 1
Direct GHG emissions
and removals
Indirect GHG emissions (Scope 2)
GHG emissions from the generation of
purchased electricity, heat and steam
consumed by the Company.
—Office electricityKilowatt based
Category 2
Indirect GHG emissions
from imported energy
Indirect GHG emissions (Scope 3)
GHG emissions that occur because of
the activities of the Company but occur
from sources not owned or controlled
by the Company.
Subcategory 6
Business travel
Business travelFlights (distance
based)
Hotel (nights)
Category 3
Indirect GHG emissions
from transportation
Subcategory 7
Employee commuting
Employee commuting /
working from home
Distance based
Subcategory 1
Purchased goods and
services
Hosting servicesSupplier-specific
pre-calculated
tCO
2
e
Category 4
Indirect GHG emissions
from products and
organisation uses
Subcategory 3
Fuel and energy-related
activities
Transmission and
Distribution (T&D)
losses
Kilowatt based
1. GHG Protocol Emissions categories: The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities),
6 (Business travel) and 7 (Employee commuting). Category 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are expected to be not material
and have been excluded. Serko has no leased assets (Category 8). Downstream emissions are not included as Serko is not the supplier of travel for customers who book via
our online travel platform.
2. SO 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 not material and have been excluded.
Serko will continue to reassess the base year
on an annual basis to determine whether it
remains appropriate, based on best available
information at the time. Recalculation may be
appropriate if any of the following applies:
• if emission factors changed substantially
and were relevant to prior years (for example,
if the science behind a factor changed)
• acquisitions including if Serko bought
or sold a business; or
• if the NZ Climate Standards were revised and
significantly changed the scope of what Serko
would need to measure in the value chain
or altered the mandatory climate-reporting
threshold for listed issuers.
38

Greenhouse gas emissions
source inclusion
The GHG emissions sources included
in this inventory were identified with
reference to the methodology described
in the GHG Protocol Corporate Standard
and ISO 14064-1:2018.
Greenhouse gas emissions
source exclusions
The following emissions sources have been
identified and excluded from the GHG
emissions inventory. Exclusions are a result
of the inability to obtain data from suppliers
within Serko’s value chain or where raw
data is not comprehensive enough to allow
a reliable emissions result to be produced.
Exclusions from Serko’s emissions profile
are shown in Table 2.
Table 2: Exclusions in FY26 GHG inventory
GHG Protocol Emissions ScopeEmissions sourceCalculation method
Direct GHG emissions (Scope 1)
RefrigerantsData unavailable and expected to be not material
Indirect GHG emissions (Scope 3)
Upstream
Capital goodsCategory does not apply to operations
Upstream transportation & distributionCategory does not apply to operations
Waste generated in operationsData unavailable and expected to not be material
Upstream leased assetsCategory does not apply to operations
Downstream
Downstream transportation & distributionCategory does not apply to operations
Processing of sold productsCategory does not apply to operations
Use of sold productsCategory does not apply to operations
End-of-life treatment of sold productsCategory does not apply to operations
Downstream leased assetsCategory does not apply to operations
FranchisesCategory does not apply to operations
InvestmentsCategory does not apply to operations
Public transport used for staff travelData available only by spend and expected
to not be material
Rental carsData unavailable and expected to not be material
39

Data collection & quantification
We aim to collate relevant information from
the most credible and complete sources
of data to accurately calculate our carbon
footprint. As such, the following data quality
hierarchy (highlighted to the right) was
observed in order of descending preference
when selecting data for collation. We are
relying on the accuracy of data provided by
third parties.
As we continue our climate reporting
journey, we are committed to improving our
processes over time. We seek to gain both a
deeper understanding of our impact on the
environment and how we can better support
our customers to understand their impact
of business travel on the environment.
Our GHG inventory records are stored in
secured environments electronically.
Data quality hierarchy:

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
40
05
Methodology
40

Table 3: Data collection and quantification in FY26 GHG inventory
GHG Protocol
Emissions Source
InclusionsData collection and quantificationData sourceEmissions factors
Scope 1: Direct
GHG emissions
Purchased
natural gas
Purchased natural gas consumption is based
only in the US offices. Estimates were made since
gas usage is included in the rental payment.
The estimated therm usage was computed
based on confirmation and information on office
space and total therm usage obtained from the
property managers for the US offices.
Invoices from
supplier
GHG emissions factor used for the purchase of natural gas is
based on the United States Environmental Protection Agency—
GHG Emission Factors Hub published January 2025.
Global warming potential from the Intergovernmental Panel
on Climate Change (IPCC) sixth Assessment Report. The time
horizon is 100 years.
Scope 2: Indirect
GHG emissions
Purchased
energy
Reporting of monthly electricity billing
for New Zealand, China and India offices.
Estimates were made for the Australia and US
offices since electricity usage is included in the
rental payments. The estimated energy usage
was computed based on confirmation and
information on office space and total electricity
usage obtained from the property managers
for the Australia and US offices.
Invoices from
supplier
GHG emissions factors used for purchased energy is based
on the following sources:
• NZ office: NZ emissions factors are from the 2025 Emission
Factors Workbook published by the Ministry for the
Environment (MfE) (updated June 2025).
• China office: 2025 Grid Electricity Emission Factor
published by Carbon Database Initiative.
• India office: Central Electricity Authority (CEA), Ministry of
Power, Government of India CO
2
Baseline Database for the
Indian Power Sector released January 2025.
• US offices: United States Environmental Protection Agency—
GHG Emission Factors Hub published January 2025.
• Global warming potential from the Intergovernmental Panel
on Climate Change (IPCC) sixth Assessment Report. The time
horizon is 100 years.
41

GHG Protocol
Emissions Source
InclusionsData collection and quantificationData sourceEmissions factors
Scope 3: Indirect
GHG emissions
Hosting Services
– Azure
Records are from the Microsoft’s Emissions
Dashboard that includes total emissions by Serko
based on usage for FY26.
Emissions
reports from
suppliers
tCO
2
e provided by Microsoft Azure. There is uncertainty in the
information because this usage is not traceable to the invoice
issued by our supplier, Insight Enterprises Ltd.
Hosting Services
– GCP
Emissions are based on data provided by Sabre
for GetThere projects (dedicated and shared).
Data provided
by Sabre
tCO
2
e provided by Sabre. There is uncertainty in the
information because this usage is not traceable to the
data provided by Sabre.
Hosting Services
– AI Tools
Emissions data is not provided by suppliers.Not availableThe emissions associated with AI-integrated tools (including
Microsoft 365 Copilot, GitHub Copilot, Gemini and Claude)
are not specifically disclosed in the Serko GHG inventory as
this data is not identifiable or specifically reported by the
suppliers of these tools for the FY26 period.
T&D Losses
(Transmission
and Distribution)
We report our electricity Transmission and
Distribution losses because electricity usage is a
material source of emissions under our Scope 1
and 2 emissions. Electricity usage collected for
Scope 2 reporting as above.
Invoices from
supplier
GHG emissions factors used for T&D losses are based on the
following sources:
• NZ office: NZ emissions factors are from the 2025 Emission
Factors Workbook published by MfE (updated June 2025).
• US, China, India and Australia offices: 2025 Grid Electricity
Emission Factors published by Carbon Database Initiative.
Table 3: Data collection and quantification in FY26 GHG inventory (continued)
42

GHG Protocol
Emissions Source
InclusionsData collection and quantificationData sourceEmissions factors
Scope 3: Indirect
GHG emissions
Business travelWe report our Business travel emissions as
they are the most material source of emissions.
Record source for business travel comes from
business travel partners, which includes flight
itinerary, hotel nights and hire car usage.
Taxi and Uber expenditure extracted from
finance reports and expense claim data.
Invoices from
travel providers
and employee
expense claims
GHG emissions factors used for business travel are based
on the following sources:
• NZ office: NZ emissions factors are from the 2025 Emission
Factors Workbook published by MfE (updated June 2025).
• China, India and Australia offices also use the 2025 Emission Factors
Workbook published by MfE (updated June 2025) as a proxy.
• US offices: United States Environmental Protection Agency
—GHG Emission Factors Hub published January 2025.
• Global warming potential from the Intergovernmental Panel
on Climate Change (IPCC) sixth Assessment Report. The time
horizon is 100 years.
Staff commutingHuman Resources (HR) data was used to
determine the number of full-time equivalent (FTE)
in each location. A HR survey was conducted to
ascertain the typical patterns of staff numbers
at the offices, as well as distance travelled to the
office. Average distances estimated were 18km for
the Auckland office, 15km for the Sydney office,
15km for the Foshan and Xi’an offices, 30km for
the Minnesota and Dallas offices and 16km for
the Bengaluru office. The mode of transport for
staff commuting, as reported in the HR survey,
included private cars, motorcycles and public
transport (bus and rail).
HR data from
Bamboo
Annual employee
emissions survey
GHG emissions factors used for staff commuting is based
on the following sources:
• NZ, Australia, China, US and India offices: NZ emissions
factors are from the 2025 Emission Factors Workbook
published by MfE (updated June 2025).
Working from
home
GHG emissions factors used for staff working from home
is based on the following sources:
• NZ office: NZ emissions factors are from the 2025 Emissions
Factors Workbook published by MfE (updated June 2025).
• Australia, China, India and US offices: emissions factors used
are from the Remote Worker Emissions Methodology White
paper published by Anthesis in February 2021.

Table 3: Data collection and quantification in FY26 GHG inventory (continued)
43

The total inventory for Serko Limited was
1,048 CO
2
e tonnes. The break down of GHG
inventory emissions and gases is provided in
Table 4 and Table 5. Note Scope 3 emissions,
for which a separate GHG break down
was unavailable, include the following
components — data centre emissions
from hosting services, purchased energy,
accommodation, working from home and
transmission and distribution (T&D) losses.
The increase in emissions between FY26
(1,048 CO
2
e tonnes) and FY25 (928 CO
2
e
tonnes) is largely from the inclusion of
GetThere for a full twelve-month period
(acquired in January 2025). GetThere
contributed 284 CO
2
e tonnes to the FY26
inventory, including the first full year of
operations at Serko’s Dallas, Texas office.
Additionally, the new permanent office
in Bengaluru, India contributed to further
increases in purchased energy and
transmission & distribution losses.
These increases were partially offset
by a 10% reduction in business travel
emissions, reflecting lower emissions
factors from airline efficiency gains.
As with many technology businesses,
our Scope 3 emissions dominate our
footprint, comprising approximately
90% of our total emissions.
06
GHG inventory summary
44

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. Reducing our carbon footprint.
Table 4: FY23–FY26 GHG inventory in tCO
2
e
ScopeEmissions source
1
FY23
Base year
(tCO
2
e)
FY25
(tCO
2
e)
FY26
(tCO
2
e)
Total Serko
Pre-
acquisition
business
GetThereTotal SerkoFY26 v FY23
Base year
(%)
FY26 v FY25
(%)
Scope 1
Purchased natural gas
61011-83%0%
Scope 2
Purchased energy
48435057107123%149%
Scope 3
Hosting services
118752213315531%107%
Business travel
30368758531616103%-10%
Staff commuting
32827928107234%30%
Working from home
5238272451-2%34%
T&D losses
222911450%450%
Scope 3 total
50788471422694085%6%
Total GHG emissions (Location based)
2
5619287642841,04887%13%
The Scope 3 emissions included in
Table 4 include upstream emissions only.
Downstream emissions are not included
as we estimate these will not be material,
given that Serko is a provider of SaaS
travel platforms and the incremental GHG
emissions from an end user’s computing
time while making a travel booking will be
very small and difficult to measure. Serko is
also not the supplier of travel for customers
who book via our online travel platform.
45

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)
FY26 total
(tCO
2
e)
Scope 1
Purchased natural gas1,05811–1
Scope 2
Purchased energy55,57842314951,171107
Scope 3
Upstream GHG emissions
Hosting services–––155,426155
Business travel551,3941093,25961,249616
Staff commuting103,4481,1312,624–107
Working from home40,8934531419,98751
T&D losses89325210,54911
Scope 3 total696,6281,7186,026237, 2 1 1940
Total GHG emissions (Location based)
2
753,2642,1426,176288,3821,048
Table 5: FY26 Gas concentration by scope and greenhouse gas in tCO
2
e
Reducing our carbon footprint
As well as supporting our business traveller
customers to reduce their carbon footprints,
over the past year we have continued to look
at ways to progressively reduce Serko’s carbon
footprint. With most of our operational
emissions generated from energy consumption
(through our office spaces and data centres)
and employee business travel (mainly air)
we have focused first on these areas as
opportunities to reduce our impact. We plan
to reduce our emissions-income intensity
(tCO
2
e per $m income) across Scope 1 and 2
through business efficiency, policy, employee
behaviour and adoption of new technologies.
1. Amounts have been rounded.
2. Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average
emissions factor data). A number of gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not
been disclosed as it is not applicable to Serko.
20 May 2026
Claudia Batten
Chair of the Board
Jan Dawson
Chair of the Audit,
Risk and Sustainability
Committee
46

Serko Environmental, Social & Governance Report 2026
serko.com

FY26 Full Year Results Announcement Date - 20 May 2026 Notice of 2026 Annual Shareholders Meeting

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.