Corporate Travel Management
Annual Report 2024

Plain-text annual report

ANNUAL REPORT 2024 Connecting Business Through Travel Acknowledgement of Country In the spirit of reconciliation, Corporate Travel Management acknowledges the Traditional Custodians of Country throughout Australia and their continued connections to land, sea and community. We pay our respect to their Elders past and present and extend that respect to all Aboriginal and Torres Strait Islander peoples. 2 In this report Gearing up for Growth 05 Financial Highlights 06 Transforming Travel Services: The AI Revolution 08 CTM Global Customer Survey 2024 10 Chairman's Report 12 Managing Director’s Report 14 Board of Directors 18 Executive Team 20 Sustainability Performance 22 Financial Report 24 3 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT 4 Gearing up for Growth This year, CTM celebrated its 30th anniversary. CTM has come a long way from the humble beginnings of a two-person startup, through global expansion, ASX listing, and the challenge of a global pandemic. Throughout all this, CTM has never lost focus on its reason for being, which is to deliver to customers exceptional personalised service, industry leading technology and return on investment. CTM now stands at the beginning of the next chapter of transformation and growth. Over the next five years CTM aims to double its business, supported by the work put in over the last three decades, and driven by the CTM team, their entrepreneurial spirit, and unwavering focus on the value CTM brings to its customers. By fostering a culture of innovation and agility, CTM empowers teams to explore new ways to deliver value. This spirit is the cornerstone of CTM's strategy, supporting an embrace of industry-wide transformation with passion and creativity. Empowerment is key to CTM’s growth strategy. CTM invests in people by providing the tools, training and support they need to excel. This ensures an agile workforce, resilient and ready to seize opportunities in a rapidly evolving market. Agility is crucial in today's dynamic business environment. CTM is streamlining operations, enhancing technological infrastructure and adopting flexible business models to respond swiftly to market changes. This agility enables CTM to not only withstand disruptions, but to leverage them as opportunities for growth. These elements form CTM's strategic foundation, preparing for substantial growth and sustained success into the future. 5 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Financial Highlights $970m $716.9m $201.7m $84.5m 3,192 97% NEW CLIENT WINS* REVENUE AND OTHER INCOME UNDERLYING EBITDA STATUTORY NPAT ATTRIBUTABLE TO OWNERS 30 JUNE FTE STAFF (-14 V FY23) CLIENT RETENTION * Based upon client assumptions of annualised spend at time of winning. 6 7 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Artificial intelligence (AI) is revolutionising the business travel industry, driving efficiency gains and enhancing both customer service and internal operations at CTM. Leveraging advanced AI technologies, CTM is setting new standards for productivity and service quality. Central to CTM's AI-driven strategy is Scout, an intuitive virtual travel assistant initially launched in Australia and rolled out globally. Scout is automating thousands of customer service transactions each month including bookings, cancellations and changes, visa requirement enquiries and general FAQs. More recently, Scout is being used to manage email processing to significantly reduce service response times across phone and email channels, allowing CTM’s service agents more time to manage complex travel support requests. Notably, in Australia, 90% of booking cancellations are now fully automated via Scout, delivering up to 80% productivity gains per transaction for customers. Beyond service automation, AI is being used to increase efficiency and personalisation for customers by streamlining the booking process. In Europe, CTM’s Lightning online booking tool is piloting a predictive, personalised, door-to-door trip builder. This AI-powered tool crafts entire policy-compliant trips including flights, hotels, trains, car rentals, taxis, airport parking and lounge passes, based on the traveller’s destination. AI's ability to manage large volumes of information and provide relevant options quickly is transforming how travellers access and book travel content. This capability addresses the paradox of choice, offering travellers and travel advisors the best options with maximum speed and relevance. Investment in AI capabilities is significant, with large data sets being essential for effective AI products. There are risks associated with data governance and security protocols when utilising third party and off-the-shelf AI solutions. To mitigate these risks, CTM exclusively uses AI models securely integrated into our proprietary technology, ensuring no customer or traveller data is shared with third parties. Despite the advances in AI, CTM has no plans to replace human interaction. Our 2023 Global Customer Survey revealed that 96.33% of respondents prefer dealing with a human during emergencies. Conversely, there is a larger preference for automated technology when booking and researching travel, with nearly 50% of travellers comfortable using virtual assistants and chatbots for these tasks, which drives our continued investment in building automation and AI into our customer service solutions. Our customer feedback has been overwhelmingly positive, with many citing efficiency gains as a significant benefit of using Scout. As users become more accustomed to engaging with virtual assistants, demand for AI-powered, fully automated services is expected to grow. AI is not just enhancing CTM's operational efficiency, but transforming the customer experience by providing personalised, efficient and reliable services that meet the evolving needs of travel bookers and business travellers worldwide. Transforming Travel Services: The AI Revolution “Just used CTM Scout to cancel a hotel booking, worked a treat. What a great addition to our travel booking system.” 8 “I used Scout this morning for the first time... What a fabulous tool! So easy and efficient... Love it!” 9 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT CTM Global Customer Survey 2024 CUSTOMER SERVICE say their dedicated Travel Advisor is important say their Travel Advisor provides value for money solutions say their Account Manager provides pro-active advice to improve the travel program agree their Account Manager provides solutions to reduce the travel budget REASONS FOR FUTURE TRAVEL 90% expect to travel same/more for customer meetings 85% expect to travel same/more for internal meetings 84% expect to travel same/more for tradeshows, events and conferences 1 3 2 Travel expertise & customer service Emergency travel assistance Cost savings & buying power TOP TRAVEL PROGRAM BENEFITS TECH rate CTM’s tech as good/excellent WHAT CUSTOMERS ENJOY ABOUT BUSINESS TRAVEL Experiencing new destinations Earning loyalty points Collaborating with colleagues and partners 10 Cost reduction Customer service Policy compliance Expense management & payment solutions Traveller risk, safety & wellbeing TOP TRAVEL PROGRAM FOCUS AREAS 1 2 3 5 4 TOP LOYALTY PROGRAM BENEFITS Free upgrades Lounge access Priority (fast-track security/boarding) TOP WELLBEING INFLUENCES Travel during working hours for domestic flights Location of accommodation Hotel upgrades Long-haul airline seat upgrades Direct long-haul flights 11 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Our focus is on effective execution. We are leveraging our larger footprint after the transformative FY21 and FY22 acquisitions combined with personalised service and proprietary technology solutions to grow our client base. Sales teams in all regions were reorganised during the year to deliver the customer wins required to achieve double digit revenue growth. The Group retained 97% of clients during the year and recorded new client wins with an estimated annualised value of $970 million. In addition, projects such as Sleep Space, CTM’s proprietary hotel content engine, will be critical to delivering improved revenue yields, combined with improved customer and supplier experience. The Group is making further investment in our technology and automation tools to deliver improved productivity, cost base reduction and conversion of revenue to profit. Key projects such as Atlas and Scout are being delivered to plan and will support EBITDA margins over time. Project Atlas, for example, will streamline our back-end processes through standardisation and automation, and is expected to deliver cost savings of $10 million in FY25, increasing to $20 million per annum by FY29. Our businesses in North America and Australia/New Zealand achieved a significant performance turnaround during the second half of the year with second half EBITDA for these regions up 39% on the prior corresponding period. Both regions gathered further momentum through the fourth quarter which has been carried into the early months to FY25. During the year, a number of changes were made in the Group’s executive leadership. Eleanor Noonan’s responsibilities were expanded at the start of FY24, reflected in her title change to Global Chief Operating Officer. James Spence joined CTM as Global Chief Financial Officer on 27 May 2024. They are high calibre leaders. I would like to thank James Patterson who assumed the role of Acting Global CFO between 28 July 2023 and 27 May 2024. On 30 April 2024, Kevin O’Malley elected to retire as CEO North America and we thank him for his pivotal role in integrating our North American business in the last four years. Our North America Chief Operating Officer, Anita Salvatore will move into the regional CEO role with support from Kevin to ensure an orderly transition and maintain the momentum of the business. The Group has also maintained a robust financial position with strong cash generation and no debt. Dear Shareholder, Year in Review The Group reported 9% growth in revenue and 21% growth in underlying EBITDA for FY24. The Group also maintained a robust financial position with strong cash generation and no debt. The underlying core business performed soundly across our operating regions and is positioned for growth. It is pleasing to see key metrics such as the conversion of 61% of incremental revenue to Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA), which shows that the Group’s investments in automation and productivity initiatives are bearing fruit and will support strong profit growth as we win and implement new business. The last year has been challenging for Corporate Travel Management as the financial result fell short of expectations. The UK Bridging Accommodation was materially below forecast due to changes in government policy. In the second half, the humanitarian support projects relating to the conflict in Ukraine, Afghanistan and the Middle East tapered off more quickly than expected in the final quarter of the financial year. CTM has been proud to accommodate displaced persons fleeing conflict in Ukraine and Afghanistan for a number of years. We are pleased that 90% of these families are now settled in long-term accommodation and therefore no longer requiring interim accommodation. Chairman’s Report 12 Financial performance While the Group reported increases in revenue and EBITDA across all operating regions for FY24, one-off projects in the European business as described earlier were materially below forecast. The Group reported statutory Net Profit After Tax attributable to owners of $84.5 million compared to $77.6 million for the previous year. Excluding one-off or non-recurring items, underlying Net Profit After Tax was $113.3 million, an increase of 22.5% compared to $92.5 million in FY23. The Group maintained a strong capital position, with $134.8 million in cash at the year end, no debt and access to $100 million of committed debt facilities which mature in July 2025. Additionally, the Group is distributing $68.3 million to shareholders in relation to FY24 through dividends and the share buyback program. Our strong balance sheet is a critical competitive differentiator for CTM and gives the business funding flexibility to commit to shareholder dividends and invest in technology and growth where there are appropriate returns. Dividend and share buyback program CTM has maintained a strong balance sheet with no debt and has a positive performance outlook for the current financial year. This has enabled the Board to declare an unfranked final dividend of 12 cents per share. Combined with the unfranked interim dividend of 17 cents per share, shareholders will receive total dividends of 29 cents per share unfranked for the year, which represents 50% of the Group’s Net Profit After Tax attributable to the owners of CTM. The Board’s intention remains to continue to provide shareholders with returns in the form of dividend payments equivalent to 50% of the Group’s Net Profit After Tax. At the 2023 AGM, the Group announced an on-market share buyback program to re-purchase ordinary CTM shares (not exceeding 10% of the Group’s shares outstanding) up to a value of $100 million between 15 November 2023 and 13 November 2024. The objective of the program is to enhance shareholder returns and complement the Board’s dividend strategy. During the year, the Group completed $26.1 million in share buy-backs at an average price of $15.55 per share. We intend to keep the share buy-back program on foot, and have extended the completion date to 30 June 2025, in addition to resetting the amount remaining available for purchase to up to $100 million, subject to the Board’s discretion and market conditions. Sustainability In 2024 we have been working to ensure our sustainability framework is best positioned to address risks and opportunities as they arise and meet the evolving needs of our stakeholders. Key achievements during the year have included a gap analysis and roadmap to compliance with mandatory climate reporting, third-party verification of our greenhouse gas inventory, and operationalising our Carbon (net) Positive Plan. One of the targets of our decarbonisation plan is to increase renewable energy source and supply use. While we were pleased to increase renewable energy use from 0% to 20% year on year, we fell short of our planned 50% FY24 target due to challenges accessing renewable energy in all of the markets in which we operate. As a result, we have recalibrated our renewable energy pathway to enable us to achieve this target. We remain committed to achieving our target of 100% renewable energy use by 2020 in our offices. Supporting our customers to make informed decisions about sustainable travel is an increasingly important part of our value proposition. We continue to review our technology and product offering to ensure our customers are empowered to track and reduce the impact of their business travel and achieve their sustainability goals, and this work remain a focus of sustainability actions within our operations. We are making pleasing progress in implementing sustainability across the business to play our part as the world moves towards net zero. I encourage you to read our Sustainability Report to understand CTM’s sustainability approach and progress. Board composition The Board regularly reviews the mix of skills, experience and tenure among the Directors to ensure it remains appropriate for the Group’s strategy and operations and to plan for succession. Laura Ruffles stepped down from her Board and executive roles in March 2024 due to a personal health issue. She continues to support the business in the development of the Group’s proprietary technology solutions for clients. Laura was appointed an Executive Director in 2015 in recognition of her leadership of the Group’s business performance. I express the Board’s deep appreciation of Laura’s significant contribution to CTM over the years. On behalf of the Directors, I would like to thank all of the CTM team members for their hard work and dedication to providing exceptional travel services for our clients. I would also like to thank all our customers and shareholders for their continued support for the Group. Yours sincerely, Ewen Crouch AM Chairman, Corporate Travel Management Limited 21 August 2024 13 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Managing Director’s Report Despite this, Europe increased full year revenue by 18% to $169.3 million and EBITDA by 16% to $97.7 million. CTM has been very proud to accommodate displaced persons fleeing conflict in Ukraine and Afghanistan for a number of years. We are pleased that 90% of these families are now settled in long-term accommodation, therefore, no longer require interim accommodation services. The reduced demand is now reflected in the FY25 forecast and outlook for the region assumes no bridging vessel extension and war-related humanitarian projects. New customer wins and a high level of client take-up of our technology offering will drive growth in both revenue and profitability, which we expect will reach approximately 150% of FY19 pre-COVID figures, even though the market has only recovered to only approximately 80% of activity levels before the pandemic. Separating the Europe region from Group results, the combination of North America, Australia/New Zealand and Asia increased revenue by 6% and EBITDA by 21% to $122.5 million. The North America and Australia/New Zealand regions delivered significant performance turnarounds in the second half of the year. In North America, second half performance improved on the back of both a rebound in existing customer activity and new customer transaction volumes up 17% compared to prior corresponding period. Focusing on profitable accounts and automating customer-facing and back office processes helped to increase EBITDA by 39% to $39.2 million in the six months to June 2024. In Australia/New Zealand, revenue increased by 11% to $169.3 million in the second half compared to the prior corresponding period. In addition to new client wins and customers returning to CTM, the successful launch of our new Sleep Space hotel booking engine in this region in February 2024 has been a positive contributor to accelerating revenue. EBITDA also increased by 39% to $26.3 million in the second half compared with the prior corresponding period as the business realised synergy benefits from the acquisition of Helloworld’s corporate and entertainment businesses and gains from process automation. Our Asian business also showed strong growth in FY24 with revenue increasing 24% to $64.1 million and EBITDA rising by 29% to $17.9 million. This is a creditable performance in light of the slow recovery of airline capacity since the Greater China market re-opened in 2023. To combat this, the region has continued to diversify with 31% of revenue coming from outside of China and Hong Kong, compared with 11% in FY19. Dear Shareholder, The Group’s financial performance in FY24 did not meet our growth ambitions, but the underlying business performed well and new client wins, improvements in investments in proprietary technology, and strong second half turnarounds in our North America and Australia/New Zealand regions are creating momentum going into FY25. While revenue increased by 9% to $716.9 million and EBITDA rose 21% to $201.7 million, the Group’s financial result fell short of internal expectations and earnings guidance. Three key factors contributed to the shortfall in the Group’s overall performance. First, macroeconomic impacts in North America during the second quarter, which we flagged in our first-half results, affected client activity. We saw a rebound in January, and this had no further impact on the second half results in North America. Secondly, the UK Home Office Bridging Accommodation and Travel Services contract, which was expected to deliver $1.5 billion annually in TTV (Total Transaction Value) along with significant revenue and profit, was materially below our forecast due to changes in government policy. Finally, one- off humanitarian support projects related to the conflict in Ukraine, Afghanistan, and the Middle East tapered off more quickly than anticipated during the second half of the year, further contributing to the shortfall. Strong second half turnarounds in our North America and Australia/ New Zealand regions are creating momentum going into FY25. 14 Embracing AI and automation to improve client service and drive efficiencies CTM’s business model has always been based on personalised service and proprietary technology. Having the capability to develop and implement our own technology to keep pace with rapid changes in client needs is a critical competitive advantage for the Group. We are leveraging artificial intelligence (AI) in a variety of ways to enhance personalisation, efficiency and choice in business travel. The introduction of sophisticated automation in service channels has become a necessity for any travel management company that seeks to provide customers with reliable, efficient and personalised 24/7 service. Late last financial year we introduced Scout, our AI-powered virtual service assistant. Scout is using AI to automate thousands of customer service requests every month, and is enjoying strong customer adoption which has improved our Net Promoter Scores (NPS) from clients and contributed to productivity gains. Scout was initially launched in Australia/New Zealand and has been rolled- out across all of our regions in the fourth quarter of FY24, and will be a key technology investment for CTM in FY25 as it learns to solve more complex problems faster. As mentioned above, Sleep Space contributed to revenue growth in Australia/New Zealand since it was launched in February 2024. Our preliminary research indicates the product has strong potential and development is underway for roll-out in our other operating regions during FY25. As a result of these initiatives the business delivered revenue per full time equivalent employee 35% higher than pre-COVID (FY19) and grew 9% versus FY23. We converted incremental revenue to EBITDA at a rate of 61% in FY24, higher than our 50% target. This all occurred against a back-drop of improving NPS scores where the projects were implemented. The Group is also undertaking an internal project to globalise support services through automation and standardisation. Called Project Atlas, this work is forecast to generate $10 million in cost savings in FY25, rising to $20 million per annum by FY29. The non-recurring cost of the project was $10.5 million in FY24 with a further $7.0 million budgeted in FY25. Customer service excellence We are pleased to have won approximately $970 million of new customers in FY24 and maintained client retention rate of 97% which will translate into a positive year ahead. Our 2024 Global Customer Survey findings show that a large proportion of our clients expect to maintain or increase their corporate travel for the year ahead - 90% for customer meetings, 85% for tradeshows and conferences, and 84% for internal meetings. Our focus on providing market leading travel management solutions has also been recognised with a number of industry awards in FY24, including: Australian Travel Industry Association Awards — Most Outstanding Global Travel Management Company — Sustainability Award — Most Outstanding Business Events Travel Agency TTG — Best Corporate Travel Agency – Asia Business Travel Sustainability Awards Europe — Corporate Booking Platform - Lightning (for the second year in a row). Empowering our people Ensuring our employees feel heard and valued is important to CTM. We engage in a process of ‘continuous listening’ to ensure we understand and can address employees’ needs and challenges. To this end, we seek the feedback of our employees every quarter via the CTM Pulse employee engagement survey. We have been pleased with the high rates of engagement with this survey – the average response rate was 85% with over 59,000 comments provided – which can be attributed to employees feeling that their contributions are heard and acted upon. Further, we have implemented an ideas and innovations program where, in the first 3 months of implementation, over 330 ideas have been put forward by our team to improve customer service and workplace efficiencies. NPS scores are fast approaching FY19 levels. Financial strength CTM remains in a strong financial position with no debt, generating strong operating cash at long-term averages of 85-90%. Cash generated by the Group is expected to be utilised for dividends maintained at 50% of net profit after tax (currently unfranked) and offering funding flexibility for potential acquisitions and share buy-backs. In conclusion CTM continues to rapidly adapt as the global corporate travel market has been transformed by the aftermath of the pandemic and the adoption of new technology. The one constant over this period has been the dedication of all of our people to delivering excellent service for our customers. As a Group, we are grateful to our customers, suppliers, partners and shareholders for your continued support. I look forward to the year ahead and creating new opportunities to deliver value for all of these important stakeholders in the continuing success of CTM. Yours sincerely, Jamie Pherous Managing Director, Corporate Travel Management Limited 21 August 2024 15 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Key initiatives FY25 16 1 Focus on organic growth through new client wins Investment in building sales teams, focus on delivering exclusive solutions for niche travel segments, and global roll-out of our proprietary Sleep Space accommodation marketplace for customers. 4 Investment in employee engagement and professional development Renewed global high performance (HiPo) employee development program and launch of global leadership development program Lead@CTM. Enhancements to global employee recognition program, CTM All Stars, in recognition of outstanding performance to CTM’s Values. 2 Increase internal and customer efficiencies through technology and automation Automation efficiencies through Scout, our in-house tool to leverage automation, AI and machine learning to improve service delivery to our customers and internal efficiencies. 5 Globalisation of key support functions Further enhance back-end processes through global standardisation and automation. 3 Maximise feedback loops to drive service and technology Leverage shared insights and feedback globally from Client Advisory Boards in all regions, and enhance internal Think Tank program for employee-led innovation initiatives. 6 Sustainability roadmap Continued focus on sustainability framework to address emerging risks and opportunities and the evolving needs of our stakeholders. 17 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Board of Directors Ewen Crouch AM Chairman, Independent Non-Executive Director Ewen Crouch was a Partner at Allens from 1988-2013. He served as a member of the firm’s board for 11 years, including 4 years as Chairman of Partners. His other roles at Allens included Co-Head Mergers & Acquisitions and Equity Capital Markets from 2004-2010, Executive Partner - Asian Offices from 1999- 2004, and Deputy Managing Partner from 1993 - 1996. He was a Director of Mission Australia from 1995, including as Chairman from 2009, until retiring in November 2016. Mr Crouch is a Non-Executive Director of BlueScope Steel Limited (since March 2013) and Chairman and Non-Executive Director of AnteoTech Limited (since April 2022). He is Chairman and Non-Executive Director of RSL LifeCare Limited (since October 2022) and a Director of Jawun (since September 2015). He is a Fellow of the Australian Institute of Company Directors and served as a member of the Takeovers Panel from 2010-2015, as a member of the Commonwealth Remuneration Tribunal from 2015-2019, as a Director of Sydney Symphony Orchestra from 2009- 2020 and as a Non-Executive Director of Westpac Banking Corporation from 2013 to 2019. Jamie Pherous Managing Director Jamie Pherous founded Corporate Travel Management Limited (CTM) in 1994. He has built the Group from its headquarters in Brisbane to become one of the world’s largest travel management companies. Prior to establishing CTM, Jamie was employed by Arthur Andersen, now EY, as a qualified Chartered Accountant, specialising in business services and financial consulting, notably in Australia, Papua New Guinea and the United Arab Emirates. Sophia (Sophie) Mitchell Independent Non-Executive Director Sophie Mitchell has over 30 years of corporate advisory, capital markets and equity research experience. She retired from Morgans in June 2019 after over a decade as Executive Director in Morgans Corporate and, prior to this, she was Morgans' Head of Research. Sophie is currently concentrating on her Board roles and is a Non- Executive Director of Firstmac Limited (since November 2022), NZX-listed Tourism Holdings Limited (since December 2022), Myer Family Investments Limited (since December 2020), Morgans Holdings (Australia) Limited (since March 2018) and the Morgans Foundation Limited. She was Chairman and Non- Executive Director of Apollo Tourism & Leisure Limited from 2016-2022, a Non-Executive Director of Flagship Investments Limited from 2008-2021, a board member of the Australia Council for the Arts, and a member of the Takeovers Panel between 2009 and 2018. 18 Jon Brett Independent Non-Executive Director Jon Brett was formerly an Executive Director of Investec Wentworth Private Equity Limited, and an executive of Investec Bank (Australia) Limited. He was previously the CEO of Techway Limited which pioneered internet banking in Australia. Jon brings extensive strategic, board and management experience to CTM, particularly in the areas of finance and corporate advisory. Jon is currently Non-Executive Director Chairman-elect of Infomedia Limited (since July 2024). He is also a Non-Executive Director of Raiz Invest Limited (since November 2023). His former directorships include Godfreys Group Limited, The Pas Group Limited, deputy president of the NRMA and Vocus Group Limited since its listing on the ASX. Marissa Petersen Independent Non-Executive Director Marissa Peterson is President and CEO of Mission Peak Executive Consulting, a Silicon Valley leadership coaching business, and currently serves on the Board of US Based company Employee Owned Brands. She is based in the United States and brings extensive experience in governance, technology and digital transformation, and executive development. Mrs Peterson holds a Bachelor of Science in Mechanical Engineering and an Honorary Doctorate in Management from Kettering University, and an MBA from Harvard Business School. Mrs Peterson’s extensive board experience includes past roles as Chairman of optical communications solutions company, Oclaro, between 2013 and 2018, and as a Non- Executive Director of ASX-listed Ansell, from 2006 to 2021. She has also been a Director of a range of US-based companies including Humana, Supervalu, Children’s Hospital of Stanford, Quantros, Covisint, and was a Board Trustee of Kettering University. 19 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Executive Team Jamie Pherous Managing Director Jamie Pherous founded Corporate Travel Management Limited (CTM) in Brisbane in 1994. He has built the Group from its headquarters in Brisbane to become one of the world’s largest travel management companies. Prior to establishing CTM, Jamie was employed by Arthur Andersen, now EY, as a qualified Chartered Accountant, specialising in business services and financial consulting, notably in Australia, Papua New Guinea and the United Arab Emirates. Eleanor Noonan Global Chief Operating Officer Eleanor Noonan joined CTM in August 2022 and holds the role of Global Chief Operating Officer. She has held various senior executive roles within travel, government and financial services. Eleanor is commercially driven, values focused and passionate about leading high-performance teams to support a business growth agenda. Eleanor is skilled in developing and executing customer-centric business strategies, leading large-scale change initiatives, and achieving operational excellence. Eleanor holds a Master of Business and is a Graduate of the Australian Institute of Company Directors. Shelley Sorrenson Global Chief Legal Officer and Company Secretary Shelley Sorrenson joined CTM in November 2021 as Global Chief Legal Officer and Company Secretary. Shelley is a pragmatic and commercially driven corporate legal and governance practitioner with over 15 years of experience. She has served as General Counsel and Company Secretary of ASX-listed and unlisted financial services companies and held roles at the Australian Securities and Investments Commission and in private practice. Shelley holds a Bachelor of Justice, Bachelor of Laws and a Master of Laws. Shelley is a Member of the Australian Institute of Company Directors and an Associate of the Governance Institute of Australia. James Spence Global Chief Financial Officer James Spence joined CTM in May 2024 as Global Chief Financial Officer. James has 14 years’ experience as CFO of international businesses primarily in energy and software sectors, and has operated across Australasia, North America and Europe throughout his 30+ year career. James brings broad-based financial experience across all the main disciplines within finance include strategy, risk, treasury, accounting, M&A, capital markets, investor relations and commercial decision-making with extensive board level, team leadership and public markets experience. James holds a Bachelor of Science – Economics & Politics and is a Chartered Accountant. 20 Larry Lo CEO Asia Larry Lo is responsible for the overall management, sales operations and continued development of strategic alliance partnerships across the Asia region. He started his career in 1988 as a Travel Consultant and worked in several travel companies in Hong Kong and Canada gaining an in-depth insight into the international travel industry. Today, Larry manages the CTM business in Hong Kong, Mainland China, Taiwan, Singapore and Japan. He currently serves as the Chairman of the Society of IATA Passenger Agents (SIPA) and IATA Agency Programme Joint Council – Hong Kong (APJC), and a Director of World Travel Agents Associations Alliance (WTAAA). Greg McCarthy CEO Australia and New Zealand Greg McCarthy has extensive executive level experience in the travel industry having held several leadership positions. He founded two travel management companies in Australia, building them up from small operations to highly successful medium-sized businesses, with a strong focus on customer retention and superior service levels. Greg has worked for international airlines and held an executive directorship in a global TMC, achieving a strong track record delivering for customers. He was co-founder of Platinum Travel Corporation. CTM acquired Platinum’s Brisbane and Sydney offices in 2018, with Greg commencing as CTM CEO Australia and New Zealand on 1 July 2018. Debbie Carling CEO UK and Europe Debbie Carling has worked in the travel industry for more than 30 years in several key strategic and senior roles, including Commercial Director at Britannic Travel. During this time Debbie led the setup of global brand FCM Travel Solutions and became the Executive General Manager of Europe. In 2011 Debbie joined Chambers Travel and became COO soon after. Debbie successfully instilled new company processes, productivity and developments in supplier relations. In December 2014 Chambers was acquired by Corporate Travel Management, during which time Debbie played a key role in the successful transition. Debbie was appointed as CEO Europe for CTM in July 2016. Kevin O'Malley1 CEO North America Kevin O’Malley has more than 28 years of travel industry experience, and joined CTM from the Travel and Transport acquisition in 2020. His leadership style, industry acumen and genuine interest in the success of clients and staff make him an integral member of the CTM executive team. Kevin is committed to advancing the travel industry, acting as advisory board member among several key industry groups, and also cultivates his local community by serving on several boards for Nebraska-based educational institutions and charitable foundations. As CEO, North America, Kevin is responsible for ensuring the highest level of personal service, innovation and return on investment to our customers, while leveraging CTM’s global strategy to benefit regional clients and staff. Prior to joining the travel industry, Kevin worked as a CPA for both Deloitte and Lutz. 1 Kevin O'Malley will cease to be CEO - North America on 1 September 2024. 21 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Sustainability Performance GOVERNANCE PEOPLE PROSPERITY PLANET Roadmap to mandatory climate-related reporting Review of GHG inventory calculation basis and Scope 3 boundary Achieved diversity and inclusion benchmark year on year charities supported 34 95.5% A$407K+ Modern Slavery Statement Third party verification of GHG inventory Leadership capability framework launched in sponsorships and donations completion of mandatory compliance training1 Achieved 20% renewable energy source and supply for FY24 Global executive development program delivered Awarded Achievement in Sustainability – Corporate Booking Platform (Lightning) 2023 and 20242 Introduced Supplier Code of Conduct Global 12 month rolling attrition rate has improved View CTM's FY24 Sustainability Report at investor.travelctm.com.au 1 3.2% in progress. 2 Awarded by BTN Group’s Business Travel Sustainability Awards Europe. 22 “Our focus remains on continual improvement across sustainability pillars, prioritising our key material sustainability risks and opportunities and being transparent on our progress with our stakeholders.” 23 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Financial Report Directors' Report Notes to the Consolidated Financial Statements 25 63 Corporate Governance Consolidated Entity Disclosure Statement 36 118 Directors' Declaration Remuneration Report 37 121 Auditor's Independence Declaration Independent Auditor's Report 57 122 Consolidated Financial Statements Shareholder Information 58 128 Consolidated Statement of Profit or Loss and Other Comprehensive Income Corporate Directory 130 59 Consolidated Statement of Financial Position 60 Consolidated Statement of Changes in Equity 61 Consolidated Statement of Cash Flows 62 24 Directors' Report The Directors present their report, together with the consolidated financial statements, on the consolidated entity (referred to hereafter as the 'Group', or ‘CTM’) consisting of Corporate Travel Management Limited (referred to hereafter as the 'Company' or the 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2024. Directors The following persons were Directors of CTM during the financial year and up to the date of this Directors' Report, except as otherwise stated. — Ewen Crouch AM (Chairman, Independent Non-Executive Director) — Sophie Mitchell (Independent Non-Executive Director) — Jon Brett (Independent Non-Executive Director) — Marissa Peterson (Independent Non-Executive Director) — Jamie Pherous (Managing Director) — Laura Ruffles1 (Executive Director) 1 Laura Ruffles ceased to be Executive Director on 12 March 2024. Principal activities The principal activities of the Group during the year consisted of managing the procurement and delivery of travel and accommodation agency services for its clients. There were no significant changes in the nature of the activities of the Group during the year. Dividends Dividends paid during the financial year were as follows: 2024 $'000 2023 $'000 Final ordinary dividend for the year ended 30 June 2023 of 22 cents per fully paid share paid on 5 October 2023 (for the year ended 30 June 2022 of 5 cents per fully paid share paid on 5 October 2022) 32,192 7,316 Interim ordinary dividend for the year ended 30 June 2024 of 17 cents per fully paid share paid on 5 April 2024 (for the year ended 30 June 2023 of 6 cents per fully paid share paid on 14 April 2023) 24,841 8,780 Total dividends paid 57,033 16,096 Since 30 June 2024, the Directors have determined to pay a final ordinary dividend of 12.0 cents per fully paid share, unfranked, to be paid on 4 October 2024 out of retained earnings at 30 June 2024, but not recognised as a liability at year end. Review of operations The Group's principal activity is managing the procurement and delivery of travel and accommodation agency services for its clients. Consolidated Group financial performance The Group's statutory profit after tax attributable to owners for the financial year amounted to $84,452,000 (FY23 : 77,574,000), with underlying EBITDA increased to $ 201,725,000 in FY24 from $ 167,062,000 in FY23. CTM delivered record revenue and Underlying EBITDA in FY24, a result driven by growing momentum from customer wins, execution of projects that improve revenue yield, and strong conversion of revenue to profit, through cost control and automation initiatives. The reconciliation to profit before income tax from continuing operations is set out in note 3 'Segment reporting'. FY24 saw a change in the mix of CTM’s revenue, as the non-BAU project revenue in Europe delivered lower than expected activity levels and tapered off faster than initially expected. This trend will continue into FY25, with little project work expected. This tapering of one-off work in Europe is being offset by growing momentum in other regions, particularly North America and ANZ, with activity building in 2H24, and the benefits of revenue yield initiatives such as the Sleep Space hotel program, and cost control through automation is also driving strong growth in EBITDA margins and the bottom-line result. Over the past few years, acquisitions, technology investment, and productivity gains have set up the business to grow through enhanced scale, and offer an increasingly attractive value proposition for customers in a persistent complex travel environment. This will enable the Group to continue to grow strongly in future periods. Despite corporate travel activity still at approximately 80% of pre-Covid levels globally, CTM has delivered underlying EPS in FY24 at 88% of pre-Covid levels. Metrics such as this EPS growth show the benefits the business is now seeing from investment in revenue yield, integration, and automation initiatives. Other key metrics that validate that the hard work over the last few years are: — FY24 Revenue / FTE: Up 35% compared to pre-Covid, and up 9% versus the prior comparative period; and — FY24 incremental revenue conversion compared to FY23 at 61%. The Group maintains a strong balance sheet with no debt and cash of $134,771,000 as at 30 June 2024. Outstanding bank guarantees decreased from $18,724,000 at 30 June 2023 to $18,162,000 as at 30 June 2024. 25 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2024 25 Continued Directors' Report Underlying EBITDA to Net Profit Before Income Tax Expense ($m) Underlying EBITDA 201.7 (6.9) Doubtful debts (5.4) Integration costs 178.9 Statutory EBITDA 22.8 Total EBITDA non-recurring costs - Finance costs (net of interest income) (45.0) Depreciation and amortisation (exc. client contracts and relationships) 156.7 Underlying profit before income tax (15.1) 117.3 Amortisation - client contracts and relationships Profit before income tax (1.5) Impairment - held for sale assets Restructuring costs (10.5) (22.8) Total EBITDA non-recurring costs Regional operations The key financial results are summarised in the following tables: Consolidated Group 2024 $'m 2023 $'m Change % Reported AUD Revenue 710.4 653.4 9 Total revenue and other income 716.9 660.1 9 Underlying EBITDA 201.7 167.1 21 Underlying EBITDA as % of Revenue 28.4% 25.6% Underlying profit before income tax 156.7 124.8 26 Group financial position The Group continues to maintain a strong financial position, with net current assets and total equity of $1,190,692,000. At 30 June 2024, the Group had no interest-bearing liabilities (2023: nil), excluding lease liabilities. Australia and New Zealand 2024 $'m 2023 $'m Change % Reported AUD Revenue 168.8 157.8 7 Total revenue and other income 169.3 160.1 6 Underlying EBITDA 44.9 42.4 6 Underlying EBITDA as % of Revenue 26.6% 26.9% Underlying profit before income tax 15.2 15.0 1 Compared to the prior year, total revenue and other income increased by 6% to $169,300,000 in ANZ, resulting in underlying EBITDA of $44,900,000 (FY23: $42,400,000). Strong domestic business travel demand continued throughout the period, with spending by clients considered fully recovered from pre-Covid time. Service levels and productivity in ANZ leading into 1H24 were impacted by the resources required to be redeployed in order to win and prepare for the implementation of the new Whole of Australia Government framework, which commenced in early February 2024. This led to slow revenue growth in 1H, and a slight decline in EBITDA versus the prior corresponding period. With the successful implementation of the new Government framework in February 2024, including the roll-out 26 Continued Directors' Report of Sleep Space, combined with technology driven productivity gains, revenue growth in 2H24 has accelerated (up 11% vs the prior comparative period), with incremental conversion to EBITDA. EBITDA margin in 2H24 for ANZ was 30%, up from 24% in the prior comparative period. With integration completed, and service levels in ANZ have returned, customer wins are accelerating, and the business is observing a trend of previously lost customers returning to CTM. Management in the region is focused on winning business and improving revenue yield and EBITDA margins, through leveraging technology and automation. Top line growth combined with improving EBITDA margins, places ANZ to deliver strong profit growth in the future years. North America 2024 $'m 2023 $'m Change % Reported AUD Revenue 309.6 302.5 2 Total revenue and other income 311.5 303.7 3 Underlying EBITDA 59.7 44.8 33 Underlying EBITDA as % of Revenue 19.3% 14.8% Underlying profit before income tax 40.8 28.2 45 Compared to the prior year, total revenue and other income increased by 3% to $311,500,000 in North America. This resulted in underlying EBITDA of $59,700,000 (FY23: $44,800,000), an increase of 33% compared to the prior comparative period. During FY24, revenue and other income growth was slower than expected at approximately 3% versus the prior comparative period, as a result of changes to supplier revenue structure which negatively impacted revenue. These impacts have been resolved during 2H24, with the FY24 4Q exit run-rate reflecting the market growth rates and customer wins in the region. Despite the lagging revenue growth in FY24, EBITDA increased by 33% to $59,700,000. The dramatic improvement to the revenue margin reflects the commitment to cost efficiency, mostly driven by technology driven productivity gains. The Management structure in North America has been redesigned throughout FY24, and is set up to deliver faster results and a step up in profitability going forward. The region has focused on three main areas as follows: — faster on-boarding of accounts; — re-focus on winning and retaining accounts with higher profitability; and — automation execution. The business saw the benefits of this strategy in 2H, which accelerated in the 4Q, with 4Q24 transactions up 21% on 4Q23, and 4Q EBITDA was up 46% compared to the prior comparative period, showing strong momentum into FY25. Asia 2024 $'m 2023 $'m Change % Reported AUD Revenue 63.7 50.5 26 Total revenue and other income 64.1 51.6 24 Underlying EBITDA 17.9 13.9 29 Underlying EBITDA as % of Revenue 28.1% 27.5% Underlying profit before income tax 12.5 9.0 38 Total revenue and other income for the period increased by 24% to $64,100,000, resulting in underlying EBITDA of $17,900,000 (FY23: $13,900,000). This reflects the strong growth in the corporate segment in Asia. This growth has accelerated and is providing an offset for the lagging recovery in China wholesale volumes, which continue to face headwinds as a result of slow airline capacity recovery. A large part of the growth in corporate activity relates to countries excluding China, which now represent 31% of Asia’s revenues, compared to 11% in FY19. This trend in revenue diversification, is a result of a focus on growing market share outside of China, particularly in Singapore over the last few years. Ticket prices, that were unsustainably high last year and leading into FY24, declined sharply in 2H24, falling approximately 21% on average. Whilst this decline has a negative impact on override income for CTM Asia in the near-term, this change is an overall positive for customers and helping corporate travel return to more historically normal levels. 27 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report The Asia region is set up for strong, sustainable growth in the corporate segment, with the wholesale recovery being an added growth driver for the region. Investment in productivity improvements are being made and will continue to support strong conversion of any incremental revenue growth to EBITDA, as evidenced by the 24% revenue growth in FY24, translating to a 30% increase in EBITDA. Europe 2024 $'m 2023 $'m Change % Reported AUD Revenue 168.3 142.6 18 Total revenue and other income 169.3 143.0 18 Underlying EBITDA 97.7 84.1 16 Underlying EBITDA as % of Revenue 58.1% 59.0% Underlying profit before income tax 91.7 83.7 10 Total revenue and other income increased by 18% to $169,300,000 in Europe, resulting in underlying EBITDA of $97,700,000 (FY23: $84,100,000). Europe has delivered a record financial result in FY24, with revenue growth of 18% converting to EBITDA growth of 16% versus FY23. This result was enhanced by one-off project work, however these projects contributed less activity than originally forecast, and tapered off rapidly in 2H24. CTM has been very proud to accommodate displaced persons fleeing conflict in Ukraine and Afghanistan for a number of years. CTM is pleased that 90% of these families are now settled in long-term accommodation, therefore, no longer require interim accommodation services. As a result, both revenue and profit in Europe are expected to decline in FY25. Whilst, both FY23 and FY24 benefited from one-off projects, their contribution has masked strong growth in activity and the financial performance of the underlying business compared to pre-Covid. Growth in BAU activity both in relation to the UK Government and corporate since FY19, has been driven by customer wins. The continued strong EBITDA margins is a result of high online penetration of CTM technology in the region. Looking forward, we expect FY25 to be a reset year, back to BAU activity in Europe. The business’ focus will continue to be on driving organic growth, developing our people, and leveraging technology to improve productivity. Dividends The Board determined to pay a final dividend of 12.0 cents per share, in line with its Dividend Policy to pay out 50% of NPAT attributable to the owners of the Company in dividends over time. 2024 2023 Earnings per share for profit/(loss) from continuing operations attributable to the ordinary equity holders of the Company Basic EPS (cents per share) 57.9 53.1 Diluted EPS (cents per share) 57.9 52.9 28 Continued Directors' Report Strategy and future performance The Group's operating model is focused on the corporate travel market and our client value proposition combines personalised service excellence with market-leading technology. In the current period. The Group continued to focus on its key strategic drivers being: — expanding our global operations, driving organic growth through operational excellence and leveraging our technology platforms; — retaining clients and winning new clients through our client value proposition; — development and deployment of innovative technology and digital initiatives, with a focus on delivering an improved customer experience and internal productivity; — capitalising on our scale and global network to develop and optimise supplier performance for our clients; — integrating past acquisitions and leveraging niche expertise throughout the global business; and — staff empowerment to make service decisions that drive high staff engagement and client satisfaction. In the financial year ending 30 June 2024, the Group executed these strategic drivers. Key projects were executed that will deliver strong revenue and efficiency gains, improving both CTM’s financial performance, and customer service. Examples of these initiatives are project Atlas and Sleep Space.  The Group intends to pursue the opportunity to sustainably expand our global operations, drive organic growth and leverage our technology platforms. Additionally, the Group seeks merger and acquisition opportunities that add scale in niche travel sectors or which complement our existing business and/or geographic footprint. Material business risks The potential material business risks that could adversely affect the achievement of the Group’s business strategies and financial prospects in future years are described below. This section does not purport to list every risk that may be associated with the Group’s business now or in the future. There is no guarantee or assurance that the importance of these risks will not change, or other risks emerge. While the Group aims to manage risks in order to minimise adverse impacts on its financial and reputational standing, some risks are outside the control of the Group. Travel industry disruption The Group’s financial prospects are dependent on the strength of the travel industry generally. A decline in the domestic and/or international travel industry, whether as a result of a particular event (such as war, terrorism, health epidemic/pandemic or a natural disaster), economic conditions (such as a decrease in business demand), geopolitical conditions or any other factors, will likely have a material adverse effect on the Group’s business, financial condition, and operations. The diversification of the Group’s businesses across multiple jurisdictions and a diverse portfolio of customers, including exposure to essential travel clients, provide the Group with greater resilience when there are disruptions to the travel industry. The Group’s ‘capital light model’ allows the Group to rapidly re-size the business and reduce costs while maintaining a high-quality product and service offering to customers through any downturn. General economic conditions The Group’s operating and financial performance is influenced by a variety of general economic and business conditions globally. A prolonged deterioration in general economic conditions (both globally and regionally) including a decrease in consumer and business demand, are likely to have a material adverse impact on the Group’s operating performance through a reduction in corporate travel, including airline, hotel, and hire car reservations and business or trade conferences. This risk is heightened in the current uncertain economic and geo-political environment. It is anticipated that many of the markets in which the Group operates will have economic downturns of differing severity and duration, which could affect the desire of people to travel in those markets, which would, in turn, impact the operating and financial performance of the Group. There are also other changes in the macroeconomic environment that are beyond the control of CTM and may be exacerbated in an economic recession or downturn. These include, but are not limited to: — changes in inflation, interest rates, and foreign currency exchange rates; — changes in employment levels and labour costs, which will affect the cost structure of the Group; — changes in aggregate investment and economic output; and — other changes in economic conditions which may affect the revenue or costs of the Group. To mitigate these risks, the Group maintains a resilient business model with a diverse portfolio of customers across multiple jurisdictions and industries, which reduces the reliance on any one specific geography or customer. 29 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report Supplier risk The Group’s business model and financial prospects and operations are reliant on mutually beneficial contractual arrangements with a number of third-party suppliers, including airlines, rail travel providers and global distribution system providers. The Group cannot be certain that contracts with third-party suppliers will be renewed or the terms on which they may be renewed. If contracts are not renewed or are renewed on terms that are less favourable than current arrangements, there is a possibility that this would diminish the attractiveness of the Group’s offerings to consumers, which may result in the Group being unable to generate earnings equal to those historically generated by those contracts. A variety of credit risks are inherent in the Group’s supply chains, particularly heightened in the current economic environment. To the extent suppliers are facing financial stress, they may seek to change the terms upon which they engage with, cease or significantly reduce engagement with the Group or, in some cases, may not pay their debts as and when they fall due. Receivable balances from suppliers are actively monitored on an ongoing basis and where issues are identified, appropriate actions are taken to mitigate the Group’s exposure to bad debts. Persistent global personnel shortages create a risk that supplier capacity is reduced for an extended period. Contractual arrangements with suppliers are based on the volume of transactions. Should supply capacity be impeded for an extended period, the Group may not generate earnings equal to those historically generated under supply contracts for that period. Client risk The Group’s operating and financial performance is dependent upon client satisfaction, loyalty, and the specific markets in which the Group operates. The Group cannot be certain that clients will engage in any minimum level of activity, that contracts with clients will be renewed or the terms on which they may be renewed. If contracts that account for material activity are not renewed or are renewed on terms that are different than current arrangements, there is a possibility that this would result in the Group being unable to generate earnings equal to those historically generated by those contracts which may result in impairment of the carrying value those client contracts, if any, or a reduction in profitability. Further, any diminution in client satisfaction, client experience, or client perception of the travel environment may have an adverse impact on the financial performance and position of the Group. In mitigation of this risk, the Group has a diverse spread of quality clients with exposure to a wide variety of industries. For example, many of CTM’s essential travel clients, including government, healthcare, mining, fly-in fly-out (FIFO), fisheries, construction, and infrastructure continued to travel during industry downturns, such as during the COVID-19 pandemic. Further, CTM’s proprietary client-facing technology delivers CTM the ability to swiftly deploy software updates to meet changing client needs and expectations. Financing risk The Group is exposed to risk relating to the cost and availability of funds to support its operations, including changes in interest rates and foreign currency exchange rates, counterparty credit risk, and liquidity risk, all of which could impact its financing activities. Refer note 20 'Financial risk management'. Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk. The Group uses foreign exchange spot and forward contracts to manage its net risk position. The Group may at times use its multi-currency debt facility, allowing for borrowings in relevant currencies to provide an offset to the revaluation of foreign currency assets or future foreign currency earnings. However, notwithstanding these measures, the movement of foreign exchange rates could still have an adverse effect on the Group’s operating and financial performance. Refer note 20 'Financial risk management'. Taxation risk Changes in tax law, or changes in the way tax law is interpreted in the various jurisdictions in which the Group operates, may impact the future tax assets and liabilities of the Group. There can be no assurance that these tax laws or their interpretation in relation to the Group will not change, or that regulators will agree with the tax position the Group has adopted. The Group regularly reviews its operating business model and strategies to take account of changes in tax law and changes in the way tax law is interpreted, which may impact the Group. Information technology The Group relies on both its outsourced technology platforms and develops its own software internally. Whilst all third party systems are licensed, any failure or disruption to the supply or performance of these systems may have an immediate and a longer term impact on the Group’s operations, client and supplier satisfaction and company performance, which may have an adverse impact on the financial performance of the Group. The Group manages this risk by having system redundancy, other back-up measures, security and monitoring programs in place. However, there can be no assurance that the Group’s mitigation arrangements will be sufficient to entirely prevent the risk of significant systems failure. 30 Continued Directors' Report Cybersecurity and data protection The protection of client, employee, third party and company data is critical to the Group’s operations. The Group has access to a significant amount of client, employee and third party information, including through its database of clients. There is a risk of failure in the Group’s operations or material financial loss as a result of cyberattacks. Any unauthorised access to the Group’s information technology systems (including as a result of cyberattacks, computer viruses, malicious code or phishing attacks) could result in the unauthorised release or misuse of confidential or proprietary information of the Group, its employees or clients, which may lead to reputational damage, regulatory breaches, financial penalties, litigation and compromised relationships with clients. Further, cyber-attacks or disruption in relation to suppliers may impact the Group’s operations. For example, a disruption in relation to airline operators could cause significant disruption to travel schedules which may result in the Group being unable to provide certain services during that period or providing a less attractive service, which may have an adverse impact on the operating and/or financial performance of the Group. The legal and regulatory environment surrounding information security and privacy is increasingly complex and demanding. The Group has monitoring programs and systems in place to monitor and identify potential threats. It also utilises third party expertise from technology partners and maintains support arrangements for cyber incident response and recovery. The Group also holds a cyber liability insurance policy. Competition The Group operates in a competitive market, and the Group’s business is subject to competition from existing and new entrants and business models at any time. Technological innovation is now challenging entire business models and causing disruption to industry structures. Technological developments have therefore increased, and will continue to increase competition to the Group’s businesses. If the Group does not adequately respond to competitive forces, this may have an adverse effect on financial performance. A sustained increase in competition from new entrants may result in a material failure to grow, decline in profitability, or a loss of market share or revenues. The Group aims to continually improve its product and service offering to attract and retain customers. Talent The Group relies on the talent and experience of its directors, key senior management and staff generally. The loss of any key personnel could cause disruption to the conduct of the Group’s business in the short term and may have a material adverse impact on the Group’s operations and/or financial performance. It may be difficult to replace key personnel or to do so in a timely manner or at a comparable expense. The Group regularly reviews its succession planning to ensure that key personnel risk is identified and managed. Acquisitions and integration From time to time, the Group examines new acquisition opportunities in all of the regions in which it operates. Any future acquisitions may cause a change in the sources of the Group’s earnings and result in variability of earnings over time. There is a risk that the integration of new businesses may result in the Group incurring substantial costs, delays or other problems in implementing its strategy for any acquired businesses, which could negatively impact the Group’s operations, profitability and/or reputation. Further, the financial performance of investments and the economic conditions they operate within may result in impairment of investments or goodwill should the recoverable amount of the investment fall below its carrying value. Impairment risk The Group assesses whether there is any indication that an asset may be impaired on an ongoing basis. Annually, or when an indicator of impairment exists, the Group makes a formal estimate of the recoverable amount. When the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to the recoverable amount. Adverse outcomes of some of the risk factors listed above, as well as new developments which are not currently apparent, could trigger an impairment and have a negative impact on the reported financial result of the Group. Refer note 25 'Impairment testing of goodwill'. 31 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report Litigation risk While the Group is not currently engaged in any material litigation or disputes, it remains exposed to possible litigation and dispute risks, and this risk may be heightened having regard to the current volatility in global economic markets. A member of the Group may be subject to litigation in the course of its business, in the jurisdiction it operates, including commercial, contractual or client claims, injury claims, employee claims, indemnity claims and regulatory disputes. Even if the Group is ultimately successful in defending claims against it (or in pursuing claims made by it), reputational harm may be inflicted and substantial legal and associated costs may be incurred that may not be recoverable from other parties, which may have a material adverse impact on the Group’s financial position and performance. Any litigation, disputes or investigations that arise from time to time are proactively managed by the Group with a view to protecting CTM’s financial position as well as its reputation and ongoing business. Political and social risk The Group has global operations. The ability of the Group to conduct business in the countries in which it operates long-term, is uncertain. Regional, political or social instability (including as a result of COVID-19) could negatively impact the Group’s revenue streams and ultimately, its financial performance. The diversification of the Group’s businesses across multiple jurisdictions and a diverse portfolio of customers provides the Group with greater resilience if regional, political or social instability arises. Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Events since the end of the financial year No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected result of operations The Group's global footprint, diverse client pool, technology assets, and strong cost management has enabled a strong underlying EBITDA result in FY24. The Group is well-positioned to grow organically in FY25. Environmental regulations The Group has determined that no particular or significant environmental regulations apply to its operations. The Directors have considered climate-related risks and have determined there is not an associated material risk to the Group's operations or any amounts recognised in the financial statements. The Group continues to monitor climate-related and other emerging risks and their potential impact on the financial statements. Refer to the Group's Sustainability Report for additional information. 32 FY24 Sustainability Report Continued Directors' Report Information on Directors Particulars of the skills, experience and special responsibilities of the Directors in office as at the date of this report are set out below. Mr Ewen Crouch AM BEc (Hons.), LLB, FAICD Independent Non‑Executive Director – Chairman since March 2019 Experience and expertise: Ewen Crouch was a Partner at Allens from 1988 - 2013. He served as a member of the firm’s board for 11 years, including 4 years as Chairman of Partners. His other roles at Allens included Co-Head Mergers & Acquisitions and Equity Capital Markets from 2004 - 2010, Executive Partner - Asian Offices from 1999 - 2004, and Deputy Managing Partner from 1993 - 1996. He was a Director of Mission Australia from 1995, including as Chairman from 2009, until retiring in November 2016. Mr Crouch is a Non-Executive Director of BlueScope Steel Limited (since March 2013) and Chairman and Non-Executive Director of AnteoTech Limited (since April 2022). He is Chairman and Non-Executive Director of RSL LifeCare Limited (since October 2022) and a Director of Jawun (since September 2015). He is a Fellow of the Australian Institute of Company Directors and served as a member of the Takeovers Panel from 2010 - 2015, as a member of the Commonwealth Remuneration Tribunal from 2015 - 2019, as a Director of Sydney Symphony Orchestra from 2009 - 2020 and as a Non-Executive Director of Westpac Banking Corporation from 2013 to 2019. Other current directorships: BlueScope Steel Limited (since March 2013) Jawun (since September 2015) AnteoTech Ltd (since April 2022) RSL LifeCare Limited (since October 2022) Former directorships (last 3 years): Nil Special responsibilities: Chair of the Board Chair of Nomination Committee Audit and Risk Committee member Remuneration and Sustainability Committee member Interests in shares: 17,500 Ordinary shares in Corporate Travel Management Limited Mr Jamie Pherous BCom Executive Director, Managing Director since May 2008 Experience and expertise: Jamie Pherous founded Corporate Travel Management in 1994. He has built the Group from its headquarters in Brisbane to become one of the world’s largest travel management companies. Prior to establishing CTM, Jamie was employed by Arthur Andersen, now EY, as a qualified Chartered Accountant, specialising in business services and financial consulting notably in Australia, Papua New Guinea, and the United Arab Emirates. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Managing Director Interests in shares: 17,287,500 Ordinary shares in Corporate Travel Management Limited 33 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report Mrs Sophia (Sophie) Mitchell B.Econ, GAICD Independent Non‑Executive Director since September 2019 Experience and expertise: Sophie Mitchell has over 30 years of corporate advisory, capital markets and equity research experience. She retired from Morgans in June 2019 after over a decade as an Executive Director in Morgans' Corporate and, prior to this, she was Morgans' Head of Research. Sophie is a Non-Executive Director of Morgans Holdings (Australia) Limited, Firstmac Limited, Myer Family Investments Limited, and Tourism Holdings Limited. She was a member of the Australian Government Takeovers Panel between 2009 and 2018. Other current directorships: Morgans Holdings (Australia) Limited (since March 2018) Myer Family Investments Limited (since December 2020) Firstmac Limited (since November 2022) Tourism Holdings Limited (since December 2022) Former directorships (last 3 years): Apollo Tourism and Leisure Ltd (September 2016 - December 2022) HealthcareLogic Global Limited (April 2022 - July 2023) Special responsibilities: Chair of the Remuneration and Sustainability Committee Audit and Risk Committee member Nomination Committee member Interests in shares: 30,826 Ordinary shares in Corporate Travel Management Limited Mr Jon Brett BAcc, BCom, MCom, CA(SA), Dip Datametrics Independent Non‑Executive Director since January 2020 Experience and expertise: Jon Brett was formerly an executive Director of Investec Wentworth Private Equity Limited, and an executive of Investec Bank (Australia) Limited. He was also the CEO of Techway Limited which pioneered internet banking in Australia. Jon brings extensive strategic, board and management experience to CTM, particularly in the areas of finance and corporate advisory. Jon is currently Non-Executive Director Chairman-elect of Infomedia Limited. He is also a Non-Executive Director of Raiz Invest Limited. His former directorships include Godfreys Group Limited, The Pas Group Limited, deputy president of the NRMA and Vocus Group Limited since its listing on the ASX. Other current directorships: Raiz Invest Limited (since November 2023) Infomedia Limited (since July 2024) Former directorships (last 3 years): Mobilicom Limited (September 2018 - October 2023) Special responsibilities: Chair of the Audit and Risk Committee Remuneration and Sustainability Committee member Nomination Committee member Interests in shares: 4,500 Ordinary shares in Corporate Travel Management Limited 34 Continued Directors' Report Mrs Marissa Peterson BSME, MBA Independent Non‑Executive Director since October 2022 Experience and expertise: Marissa Peterson is President and CEO of Mission Peak Executive Consulting, a Silicon Valley leadership coaching business, and currently serves on the Board of US Based company Employee Owned Brands. She is based in the United States and brings extensive experience in governance, technology and digital transformation, and executive development. Marissa held a number of senior executive roles at Sun Microsystems over a 17-year period, including Executive Vice President of Sun Services, Executive Vice President of Worldwide Operations, and Chief Customer Advocate. She holds a Bachelor of Science in Mechanical Engineering and an Honorary Doctorate in Management from Kettering University, and an MBA from Harvard Business School. Marissa’s extensive board experience includes past roles as Chairman of optical communications solutions company, Oclaro, between 2013 and 2018, and as a Non-Executive Director of ASX-listed Ansell, from 2006 to 2021. She has also been a Director of a range of US-based companies including Humana, Supervalu, Children’s Hospital of Stanford, Quantros and Covisint, and a Board Trustee of Kettering University. Marissa was a 2019 Honoree in the National Association of Corporate Directors (NACD) awards for the 100 most influential directors in the United States corporate governance community. She has also achieved the distinction of being an NACD Leadership Fellow and completed both the Digital Directors Network Systemic Cyber Risk Masterclass and the CERT Cybersecurity Oversight Certificate. Other current directorships: Employee Owned Brands (US‑Based) (since April 2023) Former directorships (last 3 years): Ansell Limited (August 2006 ‑ October 2021) Humana (US-Based NYSE) (August 2008 - April 2022) Special responsibilities: Audit and Risk Committee member Remuneration and Sustainability Committee member Nomination Committee member Interests in shares: 10,000 Ordinary shares in Corporate Travel Management Limited Company Secretary Miss Shelley Sorrenson LLB, BJUS, LLM, MAICD Shelley Sorrenson joined CTM in November 2021 as Global Chief Legal Officer and Company Secretary. Shelley is a pragmatic and commercially driven corporate legal and governance practitioner with over 15 years of experience. She has served as General Counsel and Company Secretary of ASX-listed and unlisted financial services companies and held roles at the Australian Securities and Investments Commission and in private practice. Shelley holds a Bachelor of Justice, Bachelor of Laws and a Master of Laws. Shelley is a Member of the Australian Institute of Company Directors and an Associate of the Governance Institute of Australia. 35 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report Meetings of Directors The number of meetings of CTM's Board of Directors ('the Board') held during the year ended 30 June 2024, and the number of meetings attended by each Director were: Board A Board B Mr Ewen Crouch AM 9 9 Mrs Sophie Mitchell 9 9 Mr Jon Brett 9 9 Mrs Marissa Peterson 9 9 Mr Jamie Pherous 9 9 Ms Laura Ruffles1 6 6 1 Ms Laura Ruffles ceased to be Executive Director on 12 March 2024. Director Audit and Risk Committee A Audit and Risk Committee B Remuneration and Sustainability Committee A Remuneration and Sustainability Committee B Nomination Committee A Nomination Committee B Mr Ewen Crouch AM 4 4 5 5 4 4 Mrs Sophie Mitchell 4 4 5 5 4 4 Mr Jon Brett 4 4 5 5 4 4 Mrs Marrisa Peterson 4 4 5 5 4 4 Mr Jamie Pherous NM NM NM NM NM NM Ms Laura Ruffles1 NM NM NM NM NM NM 1 Ms Laura Ruffles ceased to be Executive Director on 12 March 2024. A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the Committee NM = Not a member of the relevant Committee Corporate Governance The Board of CTM recognises the importance of good corporate governance practices which assist in ensuring the accountability of the Board and management of the Group. The Group recognises that these practices are fundamental to the long-term performance and sustainability of the Group, the delivery of its strategic objectives, and contribute to the preservation of shareholder value. Information relating to the Group’s corporate governance practices and its Corporate Governance Statement can be found in the Corporate Governance section on the Group’s website at https://investor.travelctm.com.au/corporate-governance 36 FY24 Corporate Governance Directors' Report Remuneration Report Introduction This report sets out the remuneration arrangements of the Company for the year ended 30 June 2024, and is prepared in accordance with section 300A of the Corporations Act 2001. The information has been audited as required by section 308(3C) of the Corporations Act 2001 (Cth). The report is structured as follows: Section Page Letter from the Chair of the Remuneration and Sustainability Committee and remuneration highlights 38 Persons covered by this report 39 Overview of Executive Remuneration Strategy and Framework 40 CTM’s performance and link to remuneration outcomes 41 Detailed overview of Executive Remuneration Framework 44 Overview of Non-Executive Director remuneration 47 Remuneration governance and employment contracts 48 Other statutory disclosures 50 37 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) Letter from the Chair of the Remuneration and Sustainability Committee and remuneration highlights Dear Shareholders, On behalf of the Remuneration and Sustainability Committee (the Committee), I am pleased to present you with CTM’s Remuneration Report for the year ended 30 June 2024. Throughout the year, significant efforts have been dedicated to enhancing our governance framework for remuneration structures, including conducting comprehensive organisation-wide benchmarking of remuneration across all roles to ensure alignment with our strategic objectives and shareholder interests. Comparative data from ASX industry peers in addition to regional market benchmarking has been instrumental in informing our remuneration decisions for FY25. We maintain a strong commitment to rigorously evaluating executive performance and have enhanced transparency in setting and assessing financial targets, strategic milestones, and individual non-financial goals. These measures underscore our ongoing dedication to aligning remuneration practices with performance and shareholder value, reflecting our commitment to responsible corporate governance. Performance Related to Remuneration Outcomes Key Management Personnel (KMP) performance for FY24 has been evaluated against agreed Key Performance Indicators (KPIs). Our Short-Term Incentive (STI) plan includes accountability for financial profit attainment, specifically against an underlying EBITDA profit gateway, regional financial performance outcomes, and non- financial targets aligned with our strategic objectives. Individual KMP performance is assessed with a balanced approach, comprising 50% financial (regional or global EBITDA) and 50% non-financial targets. In FY24, regrettably, with a FY24 underlying EBITDA of $201.7 million, this resulted in a 0% modifier to the STI opportunity due to the overall FY24 STI Global Profit Gateway not being met. Consequently, FY24 STI payments for KMP will not be made, reaffirming our commitment to accountability and transparency in our remuneration practices Long-Term Incentive Plan Share Appreciation Rights (SARs) granted under CTM’s Long Term Incentive (LTI) plan in July 2021, due to vest in August 2024 (vesting date), lapsed. While the EPS growth target was met, the Volume-Weighted Average Price (VWAP) of CTM’s shares in the five trading days prior to 30 June 2024 did not meet the required threshold, resulting in this tranche lapsing without vesting. While this was a disappointing result, we have maintained our commitment to aligning executive incentives with sustainable growth and shareholder value through our incentive structures. Non-Executive Director Fees A review of Non-Executive Director remuneration determined an increase of 3.5%, including superannuation, that became effective on 1 September 2023 in line with broader Group remuneration increases. Executive Leadership Development Recognising the pivotal role of strong executive leadership in our future growth and success, we invested in the development of our executive team during FY24. This investment aims to foster a culture of continuous learning and development among our senior management team, ensuring sustained value-creation for our stakeholders. Changes to the Remuneration Framework in FY25 In FY25, the executive remuneration framework has greater consistency of KMP remuneration with all KMP remuneration moving to a more aligned pay mix (Base : STI : LTI), in line with these benchmarks. All KMP, including the MD, will have an STI target set at 50% of their Base Pay. Performance targets for the STI program will encompass both ‘on target’ and ‘stretch’ EBITDA levels for FY25, ensuring alignment with our strategic goals and financial performance expectations. Remuneration and annual adjustments to Base Pay are made based on role expectations, external benchmarking data from ASX peers and regional market benchmarking. It also considers alignment with KMP accountability, KPIs and shareholder interests. There are changes to the variable remuneration components for Executive KMP. Firstly, regional and group EBITDA thresholds replace the global gateway for the STI. Secondly, a share outperformance incentive for Executive KMPs has been introduced where EBITDA growth rate exceeds the hurdle in the Executive KMP LTI. Finally, the share price gateway is being changed to be determined based on the VWAP over the first 5 business days in September and the introduction of a vesting price hurdle in excess of the VWAP. The comprehensive remuneration review in FY24 encompassed benchmarking of total rewards not only for KMP but also for all employees within CTM, demonstrating our commitment to fair and competitive remuneration practices across the organisation. On behalf of the Committee, I extend sincere thanks for your continued support of CTM. Yours sincerely, Sophie Mitchell Remuneration and Sustainability Committee Chair 21 August 2024 38 Directors' Report Remuneration Report (Continued) Persons covered by this report KMP include Non-Executive Directors, Executive Directors and those senior executives with authority and responsibility for the planning, controlling, and directing of the activities of the Company and the Group, which includes those executives who lead business units. For the purposes of this report, Executive KMP means Executive Directors (Managing Director and CEO ANZ, Asia and Europe), Global CFO, Acting Global CFO, Global COO, CEO - North America, CEO - Europe, CEO - Asia and CEO - Australia and New Zealand (ANZ). Details of the KMP are provided in the table below: Name Position Term Non‑Executive Directors Ewen Crouch AM Chairman, Non‑Executive Director Full year Jon Brett Non‑Executive Director Full year Marissa Peterson Non‑Executive Director Full year Sophie Mitchell Non‑Executive Director Full year Executive Directors Jamie Pherous Managing Director Full year Laura Ruffles1 CEO ANZ, Asia and Europe Part year, until 12 March 2024 Other Key Management Personnel Cale Bennett2 Global CFO Part year, until 28 July 2023 Kevin O'Malley3 CEO ‑ North America Full year Larry Lo CEO ‑ Asia Full year Debbie Carling CEO ‑ Europe Full year Greg McCarthy CEO ‑ ANZ Full year James Patterson4 Acting Global CFO Part year, appointed on 28 July 2023 until 27 May 2024 James Spence5 Global CFO Part year, appointed on 27 May 2024 Eleanor Noonan6 Global COO Full year 1 Laura Ruffles ceased to be an Executive Director and KMP on 12 March 2024. 2 Cale Bennett ceased to be KMP on 28 July 2023. 3 Kevin O'Malley will cease to be KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25. 4 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 5 James Spence was appointed Global CFO on 27 May 2024. 6 Eleanor Noonan was appointed Global COO on 1 July 2023. 39 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) Overview of Executive Remuneration Strategy and Framework Our vision Our mission Customer value proposition Our strategic priorities for FY24 To be recognised as the global leader in travel management solutions – an entrepreneurial, innovative and inspiring company of choice for employees, customers, partners and shareholders To be travel management leaders in all regions in which we operate, using innovative technology to improve the customer experience and bring positive change to the market Our commitment to our customers is: — To deliver personalised and flexible service solutions — To develop industry leading technologies which enhance the customer experience — To demonstrate a ROI measured through achieved savings — focus on organic growth — increase customer engagement — continue technology investment — elevate service through continuous process improvement, including automation and AI — invest in employee engagement — invest in leadership development Simple and Transparent: clear goals and expectations that can be easily understood by internal and external stakeholders. Attract, motivate and retain high-calibre team members. Align remuneration design with shareholders. Incentivise and reward team members for the achievement of strategic objectives designed to deliver sustained growth in shareholder wealth. Remuneration philosophy and principles Our remuneration framework is designed to support CTM’s vision, mission, customer value proposition and strategic priorities. The framework is guided by the following remuneration principles: Executive remuneration framework structure Fixed remuneration (FAR) STI LTI Purpose To attract and retain capable and experienced leaders to deliver CTM strategy To reward the achievement of annual performance for financial and non-financial targets To align focus and retention of leaders to deliver long-term business strategy by creating a sense of business ownership that is directly aligned with shareholders Award vehicle Base salary and superannuation Cash, target set at 50% of base pay1 Performance Rights Performance / vesting periods Reviewed annually in line with external benchmarking, and commensurate with role One year Three years Performance measures Balanced scorecard comprised of underlying EBITDA (50%) and other strategic non-financial measures (50%) — Share price gateway — Underlying EBITDA measure 1 Executive KMP remuneration may include short-term cash rewards relating to specific strategic project execution and outcomes. 40 Directors' Report Remuneration Report (Continued) CTM’s performance and link to remuneration outcomes Outline of CTM’s FY24 performance The remuneration outcomes of our Executive KMP are aligned to CTM's overall performance. The graphs and tables below outline the Group’s financial performance highlights in recent years. Revenue and other income ($m) FY24 717 FY23 660 FY22 389 FY21 201 FY20 350 FY19 449 Underlying EBITDA ($m) FY24 202 FY23 167 FY22 60 FY21 (8) FY20 74 FY19 150 The table below outlines the performance of the Group and shareholder returns over the last six financial years. FY24 FY23 FY22 FY21 FY20 FY19 Net profit/(loss) ($’000) 86,385 78,770 3,101 (55,351) (8,185) 86,235 Basic earnings per share (cents) 57.9 53.1 2.2 (43.0) (7.5) 79.6 Dividends paid ($’000) 57,033 16,096 ‑ ‑ 23,953 42,263 Share price at 30 June ($) 13.26 17.89 18.52 21.49 9.41 21.86 Underlying EBITDA ($’000) 201,725 167,062 59,805 (7,249) 74,399 150,090 Total Executive KMP STI as percentage of net profit/(loss) (%) 0.0 2.5 55.7 0.0 0.0 1.6 41 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) FY24 incentive outcomes STI Company and individual KMP scorecard performance and FY24 outcomes The STI opportunity that is awarded to Executive KMP is determined as follows: Regional CEOs and CEO ANZ, Asia and Europe Individual STI opportunity (FAR1 x %STI opportunity) CTM Underlying EBITDA Profit Gateway (EBITDA%) 50% Regional Profit 50% Non Financial Goals STI Award for FY24 x x = MD, Global CFO and Global COO Individual STI opportunity (FAR1 x %STI opportunity) 50% Financial CTM Underlying EBITDA Profit Gateway (EBITDA%) 50% Non Financial Goals STI Award for FY24 x + = 1 Fixed Annual Remuneration (FAR). The following table outlines the typical factors that make up how total STI awards are determined, noting that KPIs and weightings among all four pillars are different for each Executive KMP, according to their annual operating plan. CTM’s financial performance against its underlying EBITDA target and the Executive KMP’s performance against their individual scorecard is assessed. Non-financial measures include a mix of KPIs across a number of priority areas grouped under People, Client and Product, Process and Innovation, further detailed in the table below: Weighting Strategic Objective Pillar Typical KPI Focus 50% Financial CTM Global Profit Gateway Regional Profit Performance Financial Pillar Purpose: to ensure CTM’s strategy, implementation, and execution contribute to bottom-line improvement. Measurement: CTM’s financial performance is measured by its underlying EBITDA target and the Executive KMP’s performance against their individual scorecard. Outcome: CTM achieves sustainable profit growth and delivers shareholder value. 50% Non- financial People People Pillar Purpose: to ensure we invest in our people so they can continuously improve, innovate and change in alignment with market and client demands and opportunities, in order to deliver long-term success. Measurement: Typical KPIs might include employee engagement, leadership, and collaboration. Outcome: CTM attracts, retains, develops and rewards our people. Client Client Pillar Purpose: to focus upon on identifying and measuring the value delivered to customers, which is crucial for achieving financial success and sustainable growth. Measurement: Typical KPIs might include new client wins, customer retention, and customer satisfaction (NPS). Outcome: CTM wins, retains and grows customers. Product, Process and Innovation Product, Process and Innovation Pillar Purpose: to measure achievement of critical internal products, operations, projects and processes CTM must deliver to meet its customer and financial objectives. Measurement: Typical KPIs might include CTM’s measurement of cost per transaction, delivery of operating plans, and execution of key projects and initiatives. Outcome: CTM delivers, improves and innovates our products, projects and processes. 42 Directors' Report Remuneration Report (Continued) Performance against Company performance modifier Group underlying EBITDA performance for the year of $201.7 million resulted in a 0% modifier score of to the Group maximum STI opportunity for FY24. Performance against Individual scorecards Each individual KMP has an individual scorecard that is customised according to their role and responsibilities with varying performance measures, weighting and targets in line with strategic pillars. The table below provides an overview of how each individual Executive KMP performed against their individual scorecard in FY24. Financial measures (50%) Non‑financial measures1 (50%) EBITDA Gateway People Client PPI2 Jamie Pherous Managing Director James Patterson Acting Global CFO Eleanor Noonan Global COO Kevin O'Malley CEO – North America Laura Ruffles CEO ANZ, Asia and Europe Debbie Carling CEO – Europe Larry Lo CEO – Asia Greg McCarthy CEO – ANZ 90-100% 80-89% 70-79% 60-69% 50-59% <50% 1 Non‑financial weightings differ for each KMP. 2 Product, process and innovation. Following the assessment of the Executive KMP against their KPI, STI awarded to KMPs are summarised in the table below: Name FY24 STI as % of Base Salary Maximum STI Potential (FY24) $ FY24 Awarded % FY24 Forfeited % FY23 STI as % of Base Salary Maximum STI Potential (FY23) $ FY23 Awarded % FY23 Forfeited % Jamie Pherous 100 675,000 - 100 100 650,000 59.5 40.5 Laura Ruffles2, 3 100 1,000,000 - 100 100 875,000 62.3 37.7 Cale Bennett n/a n/a n/a n/a 50 300,000 59.5 40.5 James Patterson2 50 175,000 - 100 - - - - James Spence1, 2 n/a n/a n/a n/a - - - - Eleanor Noonan 50 300,000 - 100 - - - - Kevin O'Malley1, 4 100 - - - 100 893,000 55.3 44.7 Larry Lo1 50 323,022 - 100 43 266,018 64.6 35.4 Debbie Carling1 53 329,195 - 100 58 329,195 60.4 39.6 Greg McCarthy5 50 225,000 - 100 12 50,000 56.0 44.0 1 Maximum STI potential is determined in local currency and converted at average exchange rates. 2 Maximum STI potential for FY24. 3 Maximum STI potential for FY24 was reduced to $750,000 from 12 March 2024. 4 Kevin O'Malley provided resignation notice on 30 April 2024, with effective date 1 September 2024. Consequently, he was removed from the FY24 STI pool due to him serving a notice period, in line with STI Program rules. 5 FY23 STI adjusted for earn-out of the SCT Travel Group Pty Ltd acquisition. 43 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) LTI LTI FY21 Tranche (lapsed subsequent to 30 June 2024) SARs granted as a part of CTM’s LTI plan in July 2021 were due to vest in August 2024 (vesting date) subject to vesting conditions. The vesting conditions for this tranche had two conditions, EPS growth target and share price hurdle ('base price'). The EPS growth target was met, however, the Volume-Weighted Average Price (VWAP) of CTM’s shares in the 5 trading days prior to 30 June 2024 had to be higher than $21.19 (the base price). The VWAP was $13.52, and therefore the vesting conditions were not met and this tranche lapsed without vesting. FY24 Executive KMP remuneration received The table below provides actual amounts received by the Executive KMP for FY24. This table is an additional disclosure to those required under the Australian Accounting Standards and the Corporations Act 2001 (Cth), and is provided to assist shareholders in understanding realised outcomes. This differs from the KMP remuneration disclosures on pages 50-51, which represents remuneration in accordance with accounting standards (i.e. on an accruals basis). Executive KMP Total FAR1 $ Other benefits2 $ FY23 STI3 $ Vested SARs4 $ Total $ Jamie Pherous 701,601 5,860 386,750 - 1,094,211 Laura Ruffles5 667,681 7,766 545,125 - 1,220,572 Cale Bennett5 38,694 1,452 178,500 - 218,646 James Patterson5 298,500 7,058 38,500 - 344,058 James Spence5 66,208 - - - 66,208 Eleanor Noonan 592,851 7,901 52,500 - 653,252 Greg McCarthy 573,608 - 28,000 - 601,608 Debbie Carling 708,256 5,160 198,660 - 912,076 Kevin O'Malley 1,049,198 51,477 493,920 - 1,594,595 Larry Lo 652,228 - 171,864 - 824,092 1 Comprises base salary, leave, superannuation, and pension. 2 Comprises cost to the Group of providing parking, health, and communication benefits. 3 STI paid during the financial year. For example, the amount disclosed for FY24 reflects the FY23 STI paid in September 2023 following the release of the FY23 results of the Group. 4 Intrinsic value of LTI that vested during the financial year was nil. 5 Remuneration is pro-rata for the period served as KMP during FY24. Detailed overview of Executive Remuneration Framework Fixed Annual Remuneration Fixed annual remuneration (FAR) comprises base salary, leave, superannuation and pension. Executive KMP are offered a competitive FAR that targets the desired skills and experience for their roles. FAR is reviewed annually, allowing it to remain competitive to ensure alignment with external benchmarking. External benchmarking to a Bespoke Peer Group’ and ‘ASX Peer Group’ is used to inform market median remuneration for fixed and variable rewards. The ‘Bespoke Peer Group’ included 29 listed companies of comparable size (market capitalisation and revenue) and from similar/aligned industries to CTM (hotel, restaurants and leisure industry). The ‘ASX Peer Group’, which included companies within the S&P/ASX 200 Index ranked 51 to 200 as at the end of August 2023 that are headquartered in Australia was also considered. It included companies in the following GICS sectors: Consumer Discretionary, Communications, Industrials and Information Technology. Against both peer groups, CTM is positioned at the median from a market capitalisation perspective and at the 25th percentile from Total Revenue perspective.  44 Directors' Report Remuneration Report (Continued) STI Term Detail 1. Eligibility Leaders who influence and contribute to the profitable operation of the Group, including all Executive KMP. 2. Plan overview An individual Executive KMP’s STI award is based on the Group performance, regional performance (where applicable) and their individual performance. 3. Performance measures Company performance modifier Underlying EBITDA is a key external and internal measure that reflects CTM’s focus on operational earnings performance and has been set as the key financial measure for the Group scorecard. In FY24, performance against the target underlying EBITDA will determine the opportunity that is available. Individual scorecard Individual performance is assessed against a balanced scorecard comprising of both financial and non-financial measures with varying weightings, measures and targets based on an individual’s role and responsibilities. 1. Financial measures (50%) Financial measures comprise half of the scorecard, to ensure the overall focus of Executive KMP is achieving sustainable profit growth and delivering shareholder value. 2. Non-financial measures (50%) The non-financial performance measures provide an avenue for CTM’s people, client and product/ process/innovation objectives to be reflected in an Executive KMP’s remuneration outcomes. — People – CTM’s ability to attract, retain, develop and reward our people. — Client – measures CTM’s ability to win, retain and grow customers and revenue. — Product, process and innovation (PPI) – measures CTM’s ability to develop, deploy and enhance our tools and processes. 4. Award opportunity Each individual’s incentive opportunity is determined annually, and target set at 50% of FAR. The opportunity for each eligible Executive is determined at the beginning of each financial year in line with external benchmarking with ASX peers. 5. Performance period One financial year 6. Award vehicle Cash 7. Malus and clawback Incentive opportunities may be required to be repaid where the participant’s actions have been found to be fraudulent, dishonest, in breach of their duties, contrary to CTM’s values and behavioural standards or would bring CTM into disrepute. 8. Treatment on cessation of employment Employee must remain employed and not serving a notice period at the time the STI payment is made (typically by 30 September following the end of the financial year). 9. Change of control provisions Nil 10. Governance Performance is assessed by the Managing Director and considered for approval by the Remuneration and Sustainability Committee and Board annually. Performance for the Managing Director is assessed and approved by the Board annually. 11. Changes in FY25 A target set at 50% of Base Pay for the STI opportunity will be introduced in FY25 for all KMPs. Where Executive KMP exceed STI targets, payment will be capped at 60% of base pay. Regional and group EBITDA thresholds replace the global gateway. External benchmarking to ASX Peer Group's and regional markets is used to inform market median remuneration for fixed and variable rewards. In addition to the STI offered to the Executive KMPs each year, they may receive an additional cash reward relating to specific strategic project execution and outcomes. Recommendations for such payments are considered by the Directors based on a recommendation from the Managing Director and must reflect outstanding performance and be a modest percentage of fixed remuneration. Any such reward, would be one-off in nature and not built into the annual remuneration opportunity for Executive KMPs. 45 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) LTI Term Detail 1. Eligibility Senior leaders who have a significant potential impact on share price and long-term value creation, including all KMP. The MD will be eligible for LTIs from FY25. 2. Award opportunity The value of the Performance Rights issued each year to an eligible Executive KMP will typically be set between 50-100% of FAR. The opportunity for each eligible Executive KMP is determined at the beginning of each financial year in line with external benchmarking with ASX peers. 3. Award vehicle Performance Rights, where each Performance Right entitles the eligible Executive KMP to the right to one ordinary share of Corporate Travel Management Limited for nil consideration, upon vesting. 4. Performance period Performance is measured over three financial years. 5. Performance measures and weighting Gateway A share price gateway (determined at the outset of the performance period) applies to the LTI. Where VWAP in the 20 business days prior to 1 July in the vesting year is below the gateway, no Performance Rights will vest. EBITDA measure Where the share price gateway has been met, the Performance Rights will be tested against an EBITDA vesting schedule (which is determined at the time of grant). 6. Allocation methodology The number of Performance Rights awarded is calculated by dividing the opportunity by the fair value of the Performance Right. 7. Malus and clawback Unvested Performance Rights may be reduced where the participant’s actions have been found to be fraudulent, dishonest, in breach of his or their duties, contrary to CTM’s values and behavioural standards or would bring CTM into disrepute. 8. Treatment on cessation of employment Performance Rights will be forfeited upon cessation of employment with the Group with forfeited awards lapsing. The Board has discretion in exceptional circumstances to determine that Performance Rights remain on foot subject to the terms and conditions of the award. Exceptional circumstances include events such as retirement, redundancy, death, contractual obligations, and permanent disability. 9. Change of control provisions Should a Change of Control Event occur, or the Board determines in its absolute discretion that a Change of Control Event may occur, the Board has absolute discretion to determine the appropriate treatment regarding any unvested awards. 10. Voting and dividends Recipients of Performance Rights are not entitled to dividends until shares are allocated (based on vesting and meeting the relevant performance hurdles, employment condition, and conduct expectations). 11. Governance Shares issued under the Group’s Omnibus Incentive Plan were approved by the shareholders in the 2020 Annual General Meeting. This is inclusive of shares that may be issued in respect of each outstanding offer of shares, options or rights if accepted or exercised under other equity plans. Executive KMP are not permitted to hedge LTI awards. CTM have the following Black-out periods that apply to all Company Personnel for: (a) half year results, from 1 January to (and including) the day of the results announcement; (b) full year results, from 1 July to (and including) the day of the results announcement; (c) Annual General Meeting, from 1 October (and including) the day of the Annual General Meeting; and (d) any other period designated as a Black-out Period by the Board. 12. Changes in FY25 The MD will have an FY25 LTI offer. The MD did not participate in this program in prior years, despite being an eligible recipient. The share price gateway is being changed to be determined based on the VWAP over the first 5 business days in September and the introduction of a vesting price hurdle in excess of the VWAP. A share outperformance incentive for Executive KMPs has been introduced where EBITDA growth rate exceeds the hurdle in the Executive KMP LTI. As included in the 2022 Annual Report, after the FY22 review of the Long-Term Incentive program, the Board made changes to the program to ensure the continued appropriateness for all stakeholders. From FY23 onwards, eligible senior leaders have been LTIs, which results in both Share Appreciation Rights and Performance Rights on foot during FY24. Both LTI programs have different performance measures including EPS and a share price gateway for Share Appreciation Rights and an underlying EBITDA target and a share price gateway for Performance Rights. Additional details on Share Appreciation Rights and Performance Rights are included in this financial report in note 29 'Share-based payments'. 46 Directors' Report Remuneration Report (Continued) Overview of Non-Executive Director remuneration Following the external remuneration benchmarking review of the Non-Executive Director fee structure and arrangements, it was determined that in line with ASX market practice that a member fee would be introduced to both the Audit and Risk Committee and Remuneration and Sustainability Committee. CTM will continue to maintain no fees for the Nomination Committee Chair or Nomination Committee members. Non-Executive Directors will continue to receive a base fee for Board and Board Committee membership and, where applicable, an additional fee from chairing a Board Committee in recognition of the higher workload and extra responsibilities. The Chairman will continue to receive an all-inclusive fee as Chairman of the Board and as a member of all Board Committees (including as Chair of the Nomination Committee). Board fees are not paid to Executive Directors. Executive KMP do not receive fees for directorships of any subsidiaries. FY25 Fee Changes Following the external remuneration benchmarking review of the Non-Executive Director fee structure and arrangements, it was determined that effective 1 September 2024 the Non-Executive Director fees would be increased in a range from 8%-14%. The Board determined an inclusive fee payable in US dollars would continue to apply to Marissa Peterson as a US resident Director for Board and Committee membership. Fees paid to Non-Executive Directors are set out in the table below and are inclusive of superannuation (where applicable). Fees are reviewed annually by the Board. Fee Chairman $300,000 Committee Chair $30,000 Audit and Risk Committee member $15,000 Remuneration and Sustainability member $15,000 Board member - Australian resident Directors $130,000 Board member - US resident Director1 US$108,000 1 This assumes an average exchange rate of 1 AUD equals 0.675 USD and is equivalent to AUD $160,000. An adjustment may be made if the AUD strengthens against the USD during the financial year. In line with industry practice, for any overseas travel to a Board meeting away from a Non-Executive Director’s country of residence, a travel allowance of $2,000 is paid to that Non-Executive Director. Total Non-Executive Director travel allowances paid in FY24 were $30,372. Non-Executive Directors are reimbursed for expenses properly incurred in performing their duties as a Director of the Group. As part of the Non-Executive Director fee review for FY25, it has been determined that effective 1 September 2024, the travel allowance will increase by 5% to $2,100. Non-Executive Directors do not receive incentive payments, nor are they entitled to participate in any Group employee equity plans. They do not receive non-monetary benefits and do not participate in any retirement benefits scheme, other than statutory superannuation contributions, where applicable. This policy is consistent with Non-Executive Directors being responsible for objective and independent oversight of the Group. 47 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) Remuneration governance and employment contracts Remuneration policy and governance oversight The Board, the Remuneration and Sustainability Committee, management and remuneration advisors work closely to apply CTM’s remuneration principles such that CTM’s remuneration framework supports our business strategy and supports sustainable shareholder value. Board — Reviews and approves remuneration outcomes, framework, strategy and policy. — Approves targets, goals or funding pools. Remuneration and Sustainability Committee — Consists of all the Non-Executive Directors, with one performing the role of Chair. The Managing Director and Global COO are invited to attend but are not present when their remuneration are discussed. — Reviews and recommends to the Board the remuneration framework, strategy and policy. — Reviews and recommends to the Board remuneration review outcomes for Non-Executive Directors and Executive KMP. — The Committee also advises the Board on talent development succession planning and sustainability, social, environmental and governance issues relevant to the Group. Stakeholders — Consult with shareholders, proxy advisors and other relevant stakeholders to provide input to the remuneration framework. Management — Recommendations on remuneration outcomes for Executive KMPs. — Annual performance review for Executive KMP. — Implement remunerations policies. Remuneration advisors — Extend advisors to provide independent remuneration advice and information. 48 Directors' Report Remuneration Report (Continued) Other information Minimum Shareholding Guidelines for Non‑Executive Directors To align the Non-Executive Directors’ interests with the interests of shareholders, the Board has established guidelines to encourage Non-Executive Directors to acquire and hold shares within five years of their appointment, with a cost base of or value equal to 100% of base fees. Direct and indirect holdings count towards the minimum shareholding target. Minimum Shareholding Guidelines for Executive KMP Executive KMP are encouraged to progressively, through participation in the Group’s equity incentive program, acquire and hold shares over a reasonable period from the date of their appointment. Similar to Non-executive Directors, Executive KMP are expected to acquire and hold shares within five years of their appointment, with a cost base of or value equal to 100% of base salary (as appropriate and excluding superannuation). Direct and indirect holdings will count towards the minimum shareholding target. It is expected that Executive KMP will sell no more than 60-70% of any shares awarded to them under any share plan until they reach the relevant threshold. Securities Trading Policy The Group’s Securities Trading Policy prohibits employees from dealing in CTM securities while in possession of material non-public information relevant to CTM. It also prohibits entry into transactions in associated products that limit the economic risk of participating in unvested entitlements under equity-based remuneration schemes. Contractual arrangements for Executive KMP Each Executive KMP, including the Managing Director, has a formal contract, known as an employment agreement. There were no changes to the employment agreements for Executive KMP in FY24. Executive KMP Contract duration Notice period by KMP Notice period by Group Termination payment Jamie Pherous No fixed duration 6 months 6 months Combination of notice and payment in lieu totalling no less than 6 months Laura Ruffles1 No fixed duration 6 months 6 months Combination of notice and payment in lieu totalling no less than 6 months Cale Bennett2 No fixed duration 12 weeks 12 weeks Combination of notice and payment in lieu totalling no less than 12 weeks James Patterson3 No fixed duration 6 months 6 months Combination of notice and payment in lieu totalling no less than 6 months James Spence No fixed duration 6 months 6 months5 Combination of notice and payment in lieu totalling no less than 12 weeks. Termination due to change of control not less than 12 months. Eleanor Noonan No fixed duration 6 months 6 months Combination of notice and payment in lieu totalling no less than 6 months Kevin O'Malley4 30 June 2026 6 months Nil Combination of notice and payment in lieu totalling no less than 52 weeks Larry Lo No fixed duration 6 months 6 months Combination of notice and payment in lieu totalling no less than 6 months Debbie Carling No fixed duration 3 months 3 months Combination of notice and payment in lieu totalling no less than 3 months Greg McCarthy No fixed duration 12 weeks 12 weeks Combination of notice and payment in lieu totalling no less than 12 weeks 1 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 2 Cale Bennett ceased to be KMP on 28 July 2023. 3 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 4 Kevin O'Malley will cease to be KMP on 1 September 2024. 5 Termination by CTM due to change of control: 12 months. 49 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) Other statutory disclosures This section provides additional statutory disclosures that have not been reported earlier in the Remuneration Report. KMP Remuneration The following table sets out the statutory executive remuneration disclosures as required by the Corporations Act and its regulations, including the relevant Australian Accounting Standards principles. Fixed Remuneration Variable Remuneration Name Year Cash Salary and fees1 $ Non‑cash benefits1 $ Leave2 $ Superannuation $ STI1 $ Equity incentive3 $ Total $ Performance related % Non‑Executive Directors Ewen Crouch AM FY24 238,899 ‑ ‑ 25,532 ‑ ‑ 264,431 ‑ FY23 232,084 ‑ - 23,641 ‑ ‑ 255,725 ‑ Sophie Mitchell FY24 146,173 ‑ ‑ 15,419 ‑ ‑ 161,592 ‑ FY23 141,658 - - 14,244 - - 155,902 - Jon Brett FY24 146,173 ‑ ‑ 15,419 ‑ ‑ 161,592 ‑ FY23 141,658 - - 14,244 - - 155,902 - Marissa Peterson4 FY24 174,888 ‑ ‑ ‑ ‑ ‑ 174,888 ‑ FY23 104,927 - - - - - 104,927 - Sub-Total FY24 706,133 - - 56,370 - - 762,503 - FY23 620,327 - - 52,129 - - 672,456 - Executive Directors Jamie Pherous FY24 643,286 5,860 30,916 27,399 ‑ ‑ 707,461 ‑ FY23 595,095 10,632 (948) 25,292 386,750 - 1,016,821 38 Laura Ruffles5 FY24 656,479 7,766 (7,550) 18,752 ‑ 210,805 886,252 24 FY23 820,480 10,380 62,880 25,292 545,125 390,524 1,854,681 50 Sub-Total FY24 1,299,765 13,626 23,366 46,151 - 210,805 1,593,713 - FY23 1,415,575 21,012 61,932 50,584 931,875 390,524 2,871,502 - 1 Short-term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 6. 2 Other long-term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 8. The amounts disclosed in this column represent the increase in the associated provisions. 3 Equity-settled share-based payments as per Corporations Regulations 2001 2M.3.03(1) Item 11. These include negative amounts for rights forfeited. 4 Remuneration is determined in local currency and converted at average exchange rates. 5 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 50 Directors' Report Remuneration Report (Continued) Fixed Remuneration Variable Remuneration Name Year Cash Salary and fees1 $ Non‑cash benefits1 $ Leave2 $ Superannuation $ STI1 $ Equity incentive3 $ Total $ Performance related % Other Key Management Personnel Cale Bennett5 FY24 41,580 1,452 (7,460) 4,574 - - 40,146 - FY23 537,633 8,758 20,700 25,292 178,500 (385,222) 385,661 - James Patterson6 FY24 268,878 7,058 5,776 23,846 - 84,967 390,525 22 James Spence7 FY24 64,280 - - 1,928 - - 66,208 - Eleanor Noonan8 FY24 566,872 7,901 (3,845) 29,824 - 83,504 684,256 12 FY23 - - - - - - - - Larry Lo10 FY24 658,716 - (10,000) 3,512 - 186,901 839,129 22 FY23 617,192 - (8,455) 3,411 171,864 198,237 982,249 38 Debbie Carling10 FY24 624,355 5,160 67,607 16,294 - 186,901 900,317 21 FY23 503,856 4,160 (4,089) 15,161 198,660 198,237 915,985 43 Greg McCarthy FY24 515,210 - 29,555 28,843 - 186,901 760,509 25 FY23 397,210 - 12,365 25,292 28,000 198,237 661,104 34 Kevin O'Malley9, 10 FY24 1,016,513 51,477 20,692 11,993 - (6,558) 1,094,117 (1) FY23 878,113 46,591 (17,137) 7,686 493,920 305,514 1,714,687 47 Sub-Total FY24 3,756,404 73,048 102,325 120,814 - 722,616 4,775,207 - FY23 2,934,004 59,509 3,384 76,842 1,070,944 515,003 4,659,686 - Total FY24 5,762,302 86,674 125,691 223,335 - 933,421 7,131,423 - FY23 4,969,906 80,521 65,316 179,555 2,002,819 905,527 8,203,644 - 1 Short-term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 6. 2 Other long-term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 8. The amounts disclosed in this column represent the increase in the associated provisions. 3 Equity-settled share-based payments as per Corporations Regulations 2001 2M.3.03(1) Item 11. These include negative amounts for rights forfeited. 4 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 5 Cale Bennett ceased to be KMP on 28 July 2023. 6 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 7 James Spence was appointed Global CFO on 27 May 2024. As part of his remuneration package, he will receive sign-on shares and participate in CTM's Long Term Incentive (LTI) plan as a KMP subject to CTM's plan rules and Board approval. For the sign-on shares, James will be granted $1,000,000 worth of CTM shares (ASX: CTD) in FY25, based on the lower of $20 and the 5-day volume-weighted average price (VWAP) up to and including 6 September 2024. These shares will vest in accordance with the following schedule: – 25% vesting on 31 December 2024; – 25% vesting on 31 December 2025; – 25% vesting on 31 December 2026; and – 25% vesting on 31 December 2027. Additionally, James will receive an allocation of CTM shares under CTM's LTI plan rules in FY25. This allocation is based on the lower of $20 per share and the VWAP used for other scheme participants for FY25. The fair value of these equity instruments will be measured at the grant date in accordance with AASB 2 Share-based Payment. 8 Eleanor Noonan was appointed Global COO on 1 July 2023. 9 Kevin O'Malley will cease to be KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25. 10 Remuneration is determined in local currency and converted at average exchange rates. 51 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) Equity instruments held by Key Management Personnel The tables below show the number of shares, performance rights and share appreciation rights held by Non-Executive Directors and Executive KMP at the beginning and end of the financial year. Common equity Balance at 30 June 2023 Acquired Received on vesting of rights Disposed Other changes during the year Balance at 30 June 2024 Non-Executive Directors Ewen Crouch AM 14,100 3,400 - - - 17,500 Jon Brett 4,500 - - - - 4,500 Sophie Mitchell 28,326 2,500 - - - 30,826 Marissa Peterson 10,000 - - - - 10,000 Executive Directors Jamie Pherous1 17,500,000 87,500 - (300,000) - 17,287,500 Laura Ruffles2 50,000 - - - (50,000) - Other Key Management Personnel Cale Bennett3 2,698 - - - (2,698) - James Patterson4 - - - - - - James Spence5 - - - - - - Eleanor Noonan6 - 10,592 - - - 10,592 Kevin O'Malley 82,891 - - - - 82,891 Larry Lo 139,412 - - - - 139,412 Debbie Carling7 30,728 - - (30,728) - - Greg McCarthy 120,262 - - (16,000) - 104,262 Performance Rights Balance as at 30 June 2023 Awarded during the year Vested during the year Lapsed / forfeited Other changes during the year Balance as at 30 June 2024 Executive Director Laura Ruffles2 30,219 27,197 - - (57,416) - Other Key Management Personnel James Patterson4 - 20,398 - - (20,398) - James Spence5 - - - - - - Eleanor Noonan6 - 20,398 - - 8,000 28,398 Kevin O'Malley 30,219 27,197 - - - 57,416 Larry Lo 22,664 20,398 - - - 43,062 Debbie Carling 22,664 20,398 - - - 43,062 Greg McCarthy 22,664 20,398 - - - 43,062 1 Jamie Pherous did not receive consideration for the disposal of 300,000 ordinary shares by LJP2 Ltd. Jamie only holds an indirect interest through Pherous Holdings Group Pty Ltd that has a charge over the assets of LJP2 Pty Ltd as security for a loan made to LJP2 Pty Ltd. 2 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 3 Cale Bennett ceased to be KMP on 28 July 2023, after the reporting date and before the date the FY23 annual report was authorised for issue. 4 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 5 James Spence was appointed Global CFO on 27 May 2024. 6 Eleanor Noonan was appointed Global COO on 1 July 2023. 7 Debbie Carling's opening balance of common equity has been restated. FY23 closing balance erroneously included 55,563 SARs which has been excluded from the opening balance of FY24. 52 Directors' Report Remuneration Report (Continued) Share Appreciation Rights Balance as at 30 June 2023 Awarded during the year Vested during the year Lapsed / forfeited Other changes during the year Balance as at 30 June 2024 Executive Directors Laura Ruffles2 125,000 - - (62,500) (62,500) - Other Key Management Personnel James Patterson4 - - - - - - James Spence5 - - - - - - Eleanor Noonan6 - - - - - - Kevin O'Malley 125,000 - - (125,000) - - Larry Lo 75,000 - - (37,500) - 37,500 Debbie Carling 75,000 - - (37,500) - 37,500 Greg McCarthy 75,000 - - (37,500) - 37,500 1 Jamie Pherous did not receive consideration for the disposal of 300,000 ordinary shares by LJP2 Ltd. Jamie only holds an indirect interest through Pherous Holdings Group Pty Ltd that has a charge over the assets of LJP2 Pty Ltd as security for a loan made to LJP2 Pty Ltd. 2 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 3 Cale Bennett ceased to be KMP on 28 July 2023, after the reporting date and before the date the FY23 annual report was authorised for issue. 4 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 5 James Spence was appointed Global CFO on 27 May 2024. 6 Eleanor Noonan was appointed Global COO on 1 July 2023. 53 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Directors' Report Remuneration Report (Continued) The following table sets out details of the PRs and SARs granted to persons in their capacity as Executive KMP that have not yet vested or been cancelled as at 30 June 2024. Additionally, movements during the period are noted. Executive Directors Grant Date Vesting date1 No. of rights granted Value per right at grant date No. of rights vested during the year Vested % Forfeited/ Lapsed % Maximum value yet to vest Laura Ruffles2 25 October 2023 August 2026 27,197 8.38 - - 100 - 27 October 2022 August 2025 30,219 9.72 - - 100 - 28 October 2021 August 2024 62,500 6.05 - - 100 - 28 October 2021 August 2023 62,500 5.33 - - 100 - James Patterson3 25 October 2023 August 2026 20,398 8.38 - - 100 - Eleanor Noonan4 25 October 2023 August 2026 20,398 8.38 - - - 113,853 Kevin O'Malley5 25 October 2023 August 2026 27,197 8.38 - - - 151,802 27 July 2022 August 2025 30,219 9.89 - - - 99,531 1 July 2021 August 2024 62,500 4.39 - - 100 - 1 July 2021 August 2023 62,500 3.66 - - 100 - Larry Lo 25 October 2023 August 2026 20,398 8.38 - - - 113,853 27 July 2022 August 2025 22,664 9.89 - - - 74,647 1 July 2021 August 2024 37,500 4.39 - - - - 1 July 2021 August 2023 37,500 3.66 - - 100 - Debbie Carling 25 October 2023 August 2026 20,398 8.38 - - - 113,853 27 July 2022 August 2025 22,664 9.89 - - - 74,647 1 July 2021 August 2024 37,500 4.39 - - - - 1 July 2021 August 2023 37,500 3.66 - - 100 - Greg McCarthy 25 October 2023 August 2026 20,398 8.38 - - - 113,853 27 July 2022 August 2025 22,664 9.89 - - - 74,647 1 July 2021 August 2024 37,500 4.39 - - - - 1 July 2021 August 2023 37,500 3.66 - - 100 - 1 SARs and PRs will vest in August of the stated year shortly after the full-year results are announced to the Australian Securities Exchange (ASX). 2 Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024. 3 James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024. 4 Eleanor Noonan was appointed to Global COO on 1 July 2023. 5 Kevin O'Malley will cease to be a KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25. 54 Directors' Report Remuneration Report (Continued) Shares under options There are currently no unissued ordinary shares of CTM under options. No share options were granted as equity compensation benefits during the financial year (FY23: nil). Loans to KMP There have been no loans granted to Non-Executive Directors and Executive KMP of the Company or their related entities (FY23: nil). Other transactions and balances with KMP Contingent consideration of $700,000 in relation to the acquisition of SCT Travel Group Pty Ltd earned in FY23 was paid to Greg McCarthy in FY24. This completes the earn- out of the SCT Travel Group Pty Ltd, and Greg McCarthy’s remuneration structure will now be aligned to all other KMPs in FY25. In the normal course of business, the Group may enter into transactions with various entities that have Directors in common with CTM. Transactions with these entities are made on commercial arm’s length terms and conditions. The relevant Directors do not participate in any decisions regarding these transactions. Non-executive Directors and Executive KMP can acquire travel and event management services from the Group. All transactions are made on normal commercial terms and conditions and at market rates. There are no amounts outstanding in relation to these transactions at 30 June 2024. End of Remuneration Report 55 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Continued Directors' Report Insurance of officers and indemnities The Company has entered into directors’ and officers’ insurance policies and paid an insurance premium in respect of the insurance policies, to the extent permitted by the Corporations Act 2001 (Cth). The insurance policies cover former Directors of the Company along with the current Directors of the Company. Executive officers and employees of the Company and its related bodies corporate are also covered. In accordance with Rule 24 of its Constitution, the Company, to the maximum extent permitted by law, must indemnify any current or former Director or Company Secretary and current or former executive officers of the Company or any of its related bodies corporate, against all liabilities incurred in those capacities. For the year ended 30 June 2024, no amounts have been paid pursuant to indemnities (FY23: nil). A Deed of Indemnity, Access and Insurance is in place between the Company and Directors, the Company Secretary and some other current and former executives. The deed indemnifies those persons, to the extent permitted by law, against liabilities, including costs and expenses, incurred as a result of acting in their capacity as officers of the Company or its related bodies corporate. The Company’s Constitution also allows the Company to pay insurance premiums for contracts insuring the officers of the Company in relation to any such liabilities and legal costs. The Directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability insurance contract, as, in accordance with normal commercial practice, such disclosure is prohibited under the terms of the contract. Indemnification of auditors To the extent permitted by law, the Company has agreed to indemnify its auditors, PwC, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit. No payment has been made to PwC during or since the end of the financial year in respect of this indemnification (FY23: nil). Proceedings on behalf of the Company During the period, no person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. During the period, no proceedings have been brought or intervened in on behalf of the Company with the lease of the Court under section 237 of the Corporations Act. Non-Audit Services PwC provided $261,205 of non-audit services during the year ended 30 June 2024, comprising: — Tax compliance services - $140,652 — Tax advisory services - $114,053 — Other advisory services - $6,500 The Directors are satisfied that the provision of these non-audit services is compatible with the general standard of independence for auditors in accordance with the Corporations Act 2001 (Cth). The nature, value and scope of each type of non-audit service provided is considered by the Directors not to have compromised auditor independence. Auditor's independence declaration The Auditor’s Independence Declaration for the year ended 30 June 2024 has been received from PwC. This is set out on page 57 of the Directors’ Report. Rounding of amounts Amounts in the Directors’ Report are presented in Australian dollars (unless otherwise indicated) with values rounded to the nearest thousand dollars, or in certain cases, the nearest dollar, in accordance with the Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors’ Reports) instrument 2016/191. This Report is made in accordance with a resolution of the Directors and is signed for and on behalf of the Board. Ewen Crouch AM Chairman 21 August 2024 Brisbane Jamie Pherous Managing Director 56 Auditor's Independence Declaration Auditor’s Independence Declaration As lead auditor for the audit of Corporate Travel Management Limited for the year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Corporate Travel Management Limited and the entities it controlled during the period. Kim Challenor Brisbane Partner PricewaterhouseCoopers 21 August 2024 PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 57 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Consolidated Financial Statements General information Corporate Travel Management Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 9, 180 Ann Street, Brisbane Queensland 4000 The financial statements were authorised for issue by the directors on 21 August 2024. The directors have the power to amend and reissue the financial statements. All press releases, financial reports and other information are available at our Investor Centre on our website: investor.travelctm.com.au. The report is structured as follows: Section Page Consolidated Statement of Profit or Loss and Other Comprehensive Income 59 Consolidated Statement of Financial Position 60 Consolidated Statement of Changes in Equity 61 Consolidated Statement of Cash Flows 62 Notes to the Consolidated Financial Statements 63 Consolidated Entity Disclosure Statement 118 Directors' Declaration 121 Independent Auditor's Report to the Members of Corporate Travel Management Limited 122 Shareholder Information 128 58 For the year ended 30 June 2024 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2024 Note 2024 $'000 2023 $'000 Revenue 4 710,420 653,402 Other income 5 6,437 6,679 Total revenue and other income 716,857 660,081 Operating expenses Employee benefits (412,422) (391,585) Information technology and telecommunications (63,375) (58,305) Occupancy (5,260) (6,215) Travel and entertainment (6,390) (6,093) Purchases and other direct costs (9,576) (9,524) Administrative and general (38,337) (24,452) Depreciation and amortisation 10, 16, 27 (60,079) (55,229) Impairment expense 26 (1,506) (1,703) Total operating expenses (596,945) (553,106) Operating profit 119,912 106,975 Finance costs 18 (2,597) (2,556) Profit before income tax expense 117,315 104,419 Income tax expense 8 (30,930) (25,649) Profit after income tax expense for the year 86,385 78,770 Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations (1,949) 35,656 Other comprehensive income/(loss) for the year, net of tax (1,949) 35,656 Total comprehensive income for the year 84,436 114,426 Profit for the year is attributable to: Non-controlling interest 30 1,933 1,196 Ordinary Equity Holders of Corporate Travel Management Limited 24 84,452 77,574 86,385 78,770 Total comprehensive income for the year is attributable to Non-controlling interest 1,814 1,491 Ordinary Equity Holders of Corporate Travel Management Limited 82,622 112,935 84,436 114,426 Note 2024 cents 2023 cents Earnings per share for profit attributable to the ordinary equity holders of Corporate Travel Management Limited Basic earnings per share 6 57.9 53.1 Diluted earnings per share 6 57.9 52.9 The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 59 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT As at 30 June 2024 Consolidated Statement of Financial Position Note 2024 $'000 2023 $'000 Assets Current assets Cash and cash equivalents 11 134,771 150,985 Trade and other receivables 12 412,370 464,541 Inventories 13 1,310 1,867 Income tax receivable 1,209 - Other assets 9,345 9,745 559,005 627,138 Assets classified as held for sale 26 - 1,501 Total current assets 559,005 628,639 Non-current assets Investments accounted for using the equity method 14 - 762 Financial assets at fair value through profit or loss 15 6,812 6,774 Property, plant and equipment 27 10,223 10,811 Right-of-use assets 16 35,783 34,476 Intangible assets 10 1,007,798 1,009,598 Deferred tax assets 8 23,482 31,530 Other assets - 261 Total non-current assets 1,084,098 1,094,212 Total assets 1,643,103 1,722,851 Liabilities Current liabilities Trade and other payables 17 373,167 443,384 Borrowings 18 - - Lease liabilities 19 9,748 10,164 Income tax payable - 11,442 Provisions 21 33,999 35,368 Total current liabilities 416,914 500,358 Non-current liabilities Trade and other payables 17 33 106 Borrowings 18 - - Lease liabilities 19 29,034 28,245 Deferred tax liabilities 8 2,267 3,078 Provisions 21 4,163 3,447 Total non-current liabilities 35,497 34,876 Total liabilities 452,411 535,234 Net assets 1,190,692 1,187,617 Equity Contributed equity 22 903,320 929,400 Reserves 23 91,573 90,714 Retained earnings 24 179,992 152,573 Equity attributable to the ordinary equity holders of Corporate Travel Management Limited 1,174,885 1,172,687 Non-controlling interests 30 15,807 14,930 Total equity 1,190,692 1,187,617 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 60 For the year ended 30 June 2024 Consolidated Statement of Changes in Equity Contributed equity $'000 Reserves $'000 Retained earnings $'000 Non- controlling interests $'000 Total equity $'000 Balance at 1 July 2022 927,397 49,454 91,095 13,439 1,081,385 Profit after income tax expense for the year - - 77,574 1,196 78,770 Other comprehensive income for the year, net of tax - 35,361 - 295 35,656 Total comprehensive income/(loss) for the year - 35,361 77,574 1,491 114,426 Transactions with ordinary equity holders in their capacity as ordinary equity holders Contributions of equity, net of transaction costs (note 22 'Contributed equity') 2,003 - - - 2,003 Share-based payments (note 29 'Share-based payments') - 5,899 - - 5,899 Dividends paid (note 7 'Dividends paid and proposed') - - (16,096) - (16,096) Balance at 30 June 2023 929,400 90,714 152,573 14,930 1,187,617 Contributed equity $'000 Reserves $'000 Retained earnings $'000 Non- controlling interests $'000 Total equity $'000 Balance at 1 July 2023 929,400 90,714 152,573 14,930 1,187,617 Profit after income tax expense for the year - - 84,452 1,933 86,385 Other comprehensive income for the year, net of tax - (1,830) - (119) (1,949) Total comprehensive income for the year - (1,830) 84,452 1,814 84,436 Transactions with ordinary equity holders in their capacity as ordinary equity holders Share-based payments (note 29 'Share-based payments') - 2,689 - - 2,689 On-market buy-back (note 22 'Contributed equity')  (26,080) - - - (26,080) Dividends paid (note 7 'Dividends paid and proposed') - - (57,033) (937) (57,970) Balance at 30 June 2024 903,320 91,573 179,992 15,807 1,190,692 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 61 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT For the year ended 30 June 2024 Consolidated Statement of Cash Flows Note 2024 $'000 2023 $'000 Cash flows from operating activities Receipts from customers (inclusive of consumption tax) 806,718 544,158 Payments to suppliers and employees (inclusive of consumption tax) (645,401) (459,089) Dividend received 22 Interest received 2,593 918 Finance costs (2,283) (2,171) Income taxes paid (34,880) (3,514) Net cash from operating activities 11 126,769 80,302 Cash flows from investing activities Payments for property, plant and equipment 27 (5,136) (4,272) Payments for intangibles 10 (42,427) (32,544) Proceeds from sale of property, plant and equipment 161 13 Payments of contingent/deferred consideration relating to acquisitions 9 (700) (6,814) Payments relating to purchase of controlled entities, net of cash acquired 9 - (2,088) Proceeds from sale of investment 1,377 - Net cash (used) in investing activities (46,725) (45,705) Cash flows from financing activities On-market buy-back 22 (26,080) - Dividends paid to company’s shareholders 7 (57,033) (16,096) Dividends paid to non-controlling interests in subsidiaries 30 (937) - Principal elements of lease payments (10,348) (11,639) Net cash (used) in financing activities (94,398) (27,735) Net (decrease)/increase in cash and cash equivalents (14,354) 6,862 Cash and cash equivalents at the beginning of the financial year 150,985 142,054 Effects of exchange rate changes on cash and cash equivalents (1,860) 2,069 Cash and cash equivalents at the end of the financial year 134,771 150,985 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 62 Notes to the Consolidated Financial Statements Section Page Note 1. Basis of preparation 64 Note 2. Critical accounting judgements, estimates and assumptions 65 Note 3. Segment reporting 66 Note 4. Revenue 68 Note 5. Other income 70 Note 6. Earnings per share 71 Note 7. Dividends paid and proposed 72 Note 8. Income tax 73 Note 9. Business combinations 76 Note 10. Intangible assets 77 Note 11. Cash and cash equivalents 79 Note 12. Trade and other receivables 81 Note 13. Inventories 82 Note 14. Investments accounted for using the equity method 83 Note 15. Financial assets at fair value through profit or loss 84 Note 16. Right-of-use assets 85 Note 17. Trade and other payables 86 Note 18. Borrowings 87 Note 19. Lease liabilities 88 Note 20. Financial risk management 89 Note 21. Provisions 93 Note 22. Contributed equity 95 Note 23. Reserves 96 Note 24. Retained earnings 97 Note 25. Impairment testing of goodwill 98 Note 26. Assets classified as held for sale 100 Note 27. Property, plant and equipment 101 Note 28. Fair value measurement 102 Note 29. Share-based payments 103 Note 30. Interest in other entities 107 Note 31. Related party transactions 110 Note 32. Parent entity information 111 Note 33. Deed of cross guarantee 113 Note 34. Auditors’ remuneration 115 Note 35. Summary of material accounting policies 116 Note 36. Events after the reporting period 117 63 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 1. Basis of preparation (a) Basis of consolidation The consolidated financial statements comprise the financial statements of Corporate Travel Management Limited and its controlled entities ('CTM' or 'the Group'). Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has right to, variable returns from its involvement with the entity and has ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and deconsolidated from the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. For subsidiaries acquired within the current financial year, financial statements will be prepared from the date control is transferred to the Group through to the end of the current reporting period. Adjustments are made to bring into line any dissimilar accounting policies that may exist. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-Group transactions have been eliminated in full. (b) Foreign currency translation (i) Functional and presentation currency Items included in each of the Group entities’ financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through profit or loss, are recognised in profit or loss in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as part of the fair value gain or loss. (iii) Foreign operations The results and financial position of all the foreign operations that have functional currencies different to the presentation currencies are translated into the presentation currency as follows: — Assets and liabilities for each Consolidated Statement of Financial Position item presented are translated at the closing rate at the date of that statement; — Income and expenses for each profit and loss item in the Consolidated Statement of Profit or Loss and Other Comprehensive Income are translated at average exchange rates; and — All resulting exchange differences are recognised as a separate component of equity. Exchange differences arising from the translation of any net investment in foreign operations and of borrowings and other financial instruments designated as hedges of such investments are recognised in other comprehensive income. When a foreign operation is sold, deregistered, or liquidated, or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is recognised in the profit and loss in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as part of the gain or loss on sale. Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as the foreign operations’ assets and liabilities and translated at the closing rate. 64 Notes to the Consolidated Financial Statements Note 2. Critical accounting judgements, estimates and assumptions Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are considered to be reasonable under the circumstances. In the process of applying the Group’s accounting policies, management is required to exercise judgement. Those judgements involve estimations that may have an effect on the amounts recognised in the financial statements. The Group makes estimates, assumptions and judgements concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed in this report, as follows: — The recognition of revenue from contract liabilities: – note 4 'Revenue' — The recognition and recoverability of a net deferred tax asset relating to income tax losses: – note 8 'Income tax' — Value of intangible assets relating to acquisitions: – note 10 'Intangible assets' — Software developed or acquired not as part of a business combination: – note 10 'Intangible assets' — Value of investments: – note 14 'Investments accounted for using the equity method' – note 15 'Financial assets at fair value through profit or loss' – note 26 'Assets classified as held for sale' — Expected credit losses: – note 20 'Financial risk management' — Provisions: – note 21 'Provisions' — Impairment testing of goodwill: – note 25 'Impairment testing of goodwill' — Share based payments: – note 29 'Share-based payments' 65 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 3. Segment reporting (a) Description of segments The operating segments are based on the reports reviewed by the Chief Operating Decision Makers ('CODMs'), a group of key senior managers who assess performance and determine resource allocation. The CODMs as at 30 June 2024 were the Managing Director, Jamie Pherous (MD), Global Chief Financial Officer, James Spence (CFO) and Global Chief Operating Officer, Eleanor Noonan (COO). The CODMs consider, organise and manage the business from a geographic perspective. The CODMs have identified four operating travel and related service segments being Australia and New Zealand, North America, Asia, and Europe. There are currently no non-reportable segments. (b) Segment information provided to the Chief Operating Decision Makers The CODMs assess the performance of the operating segments based on a measure of underlying EBITDA. This measurement basis excludes the effects of the costs of acquisitions, acquisition related adjustments, and other non-recurring items during the year. The segment information provided to the CODMs for the reportable segments for the year ended 30 June 2024 is as follows: Australia and New Zealand $’000 North America $’000 Asia $’000 Europe $’000 Other1 $’000 Total $’000 June 2024 Total revenue from external parties 168,816 309,625 63,656 168,323 - 710,420 Other income 443 1,918 447 955 2,674 6,437 Total revenue and other income 169,259 311,543 64,103 169,278 2,674 716,857 Underlying EBITDA 44,859  59,698  17,922  97,739  (18,493)  201,725  Total segment assets 421,364  592,182  198,161  408,818  22,578  1,643,103  Total segment liabilities 108,897  50,544  109,630  177,322  6,018  452,411  Australia and New Zealand $’000 North America $’000 Asia $’000 Europe $’000 Other1 $’000 Total $’000 June 2023 Total revenue from external parties 157,761 302,486 50,542 142,613 - 653,402 Other income 2,377 1,216 1,038 391 1,657 6,679 Total revenue and other income 160,138 303,702 51,580 143,004 1,657 660,081 Underlying EBITDA 42,404 44,789 13,945 84,085 (18,161) 167,062 Total segment assets 422,856 592,817 200,174 453,631 53,373 1,722,851 Total segment liabilities 115,746 63,093 93,281 258,076 5,038 535,234 1 The other segment represents the Group’s support service, created to support the operating segments and growth of the global business. 66 Notes to the Consolidated Financial Statements Note 3. Segment reporting (continued) (c) Other segment information Underlying EBITDA The reconciliation of underlying EBITDA to profit before income tax is provided as follows: 2024 $'000 2023 $'000 Underlying EBITDA from Continuing Operations 201,725 167,062 2024 $'000 2023 $'000 Underlying EBITDA 201,725 167,062 Interest revenue 2,593 918 Finance costs (944) (1,020) Interest on lease liabilities (1,653) (1,536) Depreciation - Property, plant and equipment (5,936) (5,800) Depreciation - Right-of-use assets (11,130) (11,173) Amortisation - Intangibles (27,929) (23,649) Underlying profit before income tax expense from continuing operations 156,726 124,802 Non-recurring items Integration costs (5,413) (5,179) Restructuring costs (10,466) - Bad and doubtful debts (6,942) 1,107 (22,821) (4,072) Impairment - Held for sale assets (1,506) (1,703) Amortisation - client contracts and relationships (15,084) (14,608) Profit before income tax from continuing operations 117,315 104,419 Accounting policy AASB 8 Operating Segments requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. Operating segments are reported in a manner that is consistent with the internal reporting provided to the CODMs. Goodwill is allocated by management to groups of cash-generating units on a segment level. 67 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 4. Revenue (a) Disaggregation of revenue from contracts with customers Australia and New Zealand $'000 North America $'000 Asia $'000 Europe $'000 Total $'000 2024 Transactional revenue 161,628 260,185 58,587 158,477 638,877 Volume based incentive revenue 3,139 32,147 5,069 7,126 47,481 Revenue from sale of inventory - 11,707 - - 11,707 Licensing revenue 3,769 5,106 - 735 9,610 Other revenue 280 480 - 1,985 2,745 Total revenue from external parties 168,816 309,625 63,656 168,323 710,420 Australia and New Zealand $'000 North America $'000 Asia $'000 Europe $'000 Total $'000 2023 Transactional revenue 148,677 252,262 49,009 134,844 584,792 Volume based incentive revenue 4,780 34,324 1,509 5,254 45,867 Revenue from sale of inventory - 11,693 - - 11,693 Licensing revenue 2,908 4,032 - 1,104 8,044 Other revenue 1,396 175 24 1,411 3,006 Total revenue from external parties 157,761 302,486 50,542 142,613 653,402 (b) Assets and liabilities related to contracts with customers (i) The Group has contract assets related to contracts with suppliers: 2024 $'000 2023 $'000 Contract assets 20,780 14,917 Contract assets represent only current balances for amounts outstanding from suppliers for volume based incentive revenue. (ii) The Group has contract liabilities related to contracts with customers: 2024 $'000 2023 $'000 Contract liabilities 23,866 16,025 Contract liabilities are amounts received from third parties that are subsequently recognised as revenue in line with the performance obligations attached to the relevant contract. Where modifications to existing agreements have occurred, they have been assessed based on the facts and substance of the individual contractual arrangements in accordance with AASB 15. Judgement is applied to determine performance obligations, stand-alone selling price and progress towards satisfaction of the performance obligations, and therefore the timing and amount of revenue recognised. 2024 $'000 2023 $'000 Revenue recognised that was included in the contract liability balance at the beginning of the period 12,006 6,791 68 Notes to the Consolidated Financial Statements Note 4. Revenue (continued) Accounting policy Transactional revenue Transactional revenue is revenue derived from clients and suppliers generated from the provision of travel and accommodation agency services to clients. The performance obligation is the facilitation of travel and accommodation related services on behalf of clients. Transactional revenue is the fixed amount per client transaction and is recognised at either the ticketed date of the travel booking or on the date of travel, depending on the terms of the contract, or as earned per the contract. Transactional revenue also includes Pay Direct Commission, which is recognised when the performance obligation has been satisfied and the amount of the commission is highly probable, which is either upon receipt from the supplier or when it is confirmed commissionable by the supplier. In addition, the Group manages projects and events for clients, including the provision of accommodation services. Revenue is earned in the form of management fees as well as any margin earned on securing accommodation and travel services. Revenue is recognised over the duration of the project or event as activities are performed, individual performance obligations are satisfied or when amounts are confirmed commissionable by the client. Volume based incentive revenue Volume based incentive revenue is revenue derived from contracts with suppliers. The revenue is variable and is dependent upon the achievement of contractual performance criteria specific to each supplier. Revenue is recognised over time and is measured as the amount that is deemed highly probable to be received, which has been determined using the most likely amount method and the Group’s experience with the contracts. Revenue from sale of inventory Revenue from sale of inventory is revenue derived from the sale of gift cards for loyalty programs within the US market. This revenue is recognised at the time the order is dispatched to the customer. Licencing Revenue Licencing revenue is revenue derived from the right to use CTM’s software and travel supply network. This revenue is recognised over time in-line with the satisfaction of the performance obligation, being the provision of access to software and the travel supply network. Other Revenue Other revenue is recognised when the transfer of the promised goods or service to the customer has been completed. Other revenue includes interest revenue, rental income, and other minor operating revenue. 69 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 5. Other income This note provides a breakdown of the items included in other income. 2024 $'000 2023 $'000 Net foreign exchange gains 329 1,728 Net fair value gain/(loss) on investments 13 (15) Government grants 375 663 Interest Income 2,593 918 Other 3,127 3,385 Other income 6,437 6,679 In FY24, the Group received government assistance to support staff costs in Singapore. There are no unfulfilled conditions or other contingencies attached to these grants. The Group did not benefit directly from any other forms of government assistance. Government grant income offsets the cost of retaining additional staff. Accounting policy Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. If conditions are attached to the grant that must be satisfied before the Group is eligible to receive the contribution, the recognition of the grant as revenue is deferred until those conditions are satisfied. 70 Notes to the Consolidated Financial Statements Note 6. Earnings per share The following information reflects the income and share data used in the basic and diluted earnings per share computations: Earnings per share for profit from continuing operations 2024 $'000 2023 $'000 Profit after income tax 86,385 78,770 Non-controlling interest (1,933) (1,196) Profit after income tax attributable to the ordinary equity holders of Corporate Travel Management Limited 84,452 77,574 Number Number Weighted average number of ordinary shares used as a denominator in calculating basic earnings per share 145,943,043 146,173,544 Adjustments for calculation of diluted earnings per share - 599,037 Weighted average number of ordinary shares used as a denominator in calculating diluted earnings per share 145,943,043 146,772,581 Accounting policy Basic earnings per share Basic earnings per share is calculated as net profit/(loss) attributable to owners of the Group, adjusted to exclude any costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share Diluted earnings per share is calculated as net profit/(loss) attributable to members of the parent, divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element, and adjusted for: — Costs of servicing equity (other than dividends); — The after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and — Other non-discretionary changes in revenues or expenses during the period that would result from the conversion into potential ordinary shares. 71 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 7. Dividends paid and proposed Dividends paid during the financial year were as follows: 2024 $'000 2023 $'000 Final ordinary dividend for the year ended 30 June 2023 of 22 cents per fully paid share paid on 5 October 2023 (for the year ended 30 June 2022 of 5 cents per fully paid share paid on 5 October 2022) 32,192 7,316 Interim ordinary dividend for the year ended 30 June 2024 of 17 cents per fully paid share paid on 5 April 2024 (for the year ended 30 June 2023 of 6 cents per fully paid share paid on 14 April 2023) 24,841 8,780 Total dividends paid 57,033 16,096 Dividends not recognised at the end of the reporting period 2024 $'000 2023 $'000 Approved by the Board of Directors in August but not recognised as a liability as at 30 June 17,358 32,192 The aggregate amount of proposed dividend is expected to be paid out of retained earnings, but not recognised as a liability at year end. 2024 $'000 2023 $'000 Franking credits available for subsequent reporting periods based on a tax rate of 30% (2023: 30%) - - Franking credits are calculated from the balance of the franking account at the end of the reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or of receivables for income tax and dividends after the end of the year. Accounting policy Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance dates. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. 72 Notes to the Consolidated Financial Statements Note 8. Income tax Current income tax 2024 $'000 2023 $'000 Current tax on profits for the year 25,581 19,222 Adjustments for current tax of prior periods (1,560) 435 Deferred income tax Decrease in deferred tax assets 5,318 10,848 Increase/(decrease) in deferred tax liabilities 1,591 (4,856) Aggregate income tax expense 30,930 25,649 Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense 117,315 104,419 Tax at the statutory tax rate of 30% 35,195 31,326 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible amounts 625 7,705 Other amounts 1,921 (6,114) 37,741 32,917 Adjustments for current tax of prior periods (1,560) 435 Recognition of temporary differences previously not brought to account 1,409 (2,778) Difference in overseas tax rates (6,267) (4,354) Research and development tax credit (337) (382) Utilisation of previously unrecognised tax losses (56) (189) Income tax expense 30,930 25,649 Deferred income tax Deferred tax assets 2024 $'000 2023 $'000 The balance comprises temporary differences attributable to: Provisions 13,461 14,830 Employee benefits 2,125 2,356 Lease liabilities 8,750 8,531 Tax losses 37,643 42,514 Other 1,185 444 63,164 68,675 Set-off of deferred tax liabilities pursuant to set-off provisions (39,682) (37,145) Net deferred tax assets 23,482 31,530 Deferred tax liabilities 2024 $'000 2023 $'000 The balance comprises temporary differences attributable to: Depreciation and amortisation 35,336 35,430 Contract assets (1,696) (1,636) Right-of-use assets 7,984 7,742 Other 325 (1,313) 41,949 40,223 Set-off of deferred tax assets pursuant to set-off provisions (39,682) (37,145) Net deferred tax liabilities 2,267 3,078 73 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 8. Income tax (continued) Deferred tax assets Opening balance $’000 (Charged)/ credited in year via P&L $’000 (Charged)/ credited in year via equity $’000 Acquisition of subsidiaries $’000 Change in FX rates $’000 At 30 June $’000 2024 Provisions 14,830 (1,365) - - (4) 13,461 Employee benefits 2,356 11 (242) - - 2,125 Lease liabilities 8,531 209 - - 10 8,750 Tax losses 42,514 (4,924) - - 53 37,643 Other 444 751 - - (10) 1,185 68,675 (5,318) (242) - 49 63,164 Deferred tax assets Opening balance $’000 (Charged)/ credited in year via P&L $’000 (Charged)/ credited in year via equity $’000 Acquisition of subsidiaries $’000 Change in FX rates $’000 At 30 June $’000 2023 Provisions 12,715 1,894 - 38 183 14,830 Employee benefits 6,232 (5,351) 1,475 - - 2,356 Lease liabilities 11,285 (3,041) - - 287 8,531 Tax losses 45,934 (4,850) - - 1,430 42,514 Other - 500 - - (56) 444 76,166 (10,848) 1,475 38 1,844 68,675 Deferred tax liabilities Opening balance $’000 (Charged)/ credited in year via P&L $’000 (Charged)/ credited in year via equity $’000 Acquisition of subsidiaries $’000 Change in FX rates $’000 At 30 June $’000 2024 Depreciation and amortisation 35,430 (14) - - (80) 35,336 Contract assets (1,636) (69) - - 9 (1,696) Right-of-use assets 7,742 235 - - 7 7,984 Other (1,313) 1,439 199 - - 325 40,223 1,591 199 - (64) 41,949 Deferred tax liabilities Opening balance $’000 (Charged)/ credited in year via P&L $’000 (Charged)/ credited in year via equity $’000 Acquisition of subsidiaries $’000 Change in FX rates $’000 At 30 June $’000 2023 Depreciation and amortisation 34,328 (275) - 632 745 35,430 Contract assets (101) (1,765) - - 230 (1,636) Right-of-use assets 10,044 (2,572) - - 270 7,742 Other 185 (244) (1,236) - (18) (1,313) 44,456 (4,856) (1,236) 632 1,227 40,223 The Group has tax losses that arose in foreign subsidiaries of $45,265,000 (2023: $41,568,000) that are available for offsetting against future taxable profits of the companies in which the losses arose. In most cases, the unused tax losses have no expiry date. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group and there is insufficient evidence to support recoverability in the near future. If the Group were able to recognise all unrecognised deferred tax assets, the profit would increase by $8,530,000 (2023: $7,621,000). 74 Notes to the Consolidated Financial Statements Note 8. Income tax (continued) Accounting policy Tax consolidation Corporate Travel Management Limited and its 100% owned Australian resident subsidiaries have formed a tax consolidated group with effect from 1 July 2008. Corporate Travel Management Limited is the head entity of the tax consolidated group. Members of the Group have entered into a tax sharing agreement in order to enable Corporate Travel Management Limited to allocate income tax expense to the wholly owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of income tax liabilities amongst the entities should the head entity default on its tax payment obligations. Tax effect accounting by members of the tax consolidated group Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated group in accordance with their accounting profit for the period, while deferred taxes are allocated to members of the tax consolidated group in accordance with the principles of AASB 112 Income Taxes. Allocations under the tax funding agreement are made at the end of each quarter. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries’ intercompany accounts with the tax consolidated group head company, Corporate Travel Management Limited. The income tax expense (or benefit) for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group’s subsidiaries and associates operate and generate taxable income. It includes adjustments for tax expected to be payable or recoverable in respect of previous periods. Where the amount of tax payable or recoverable is uncertain, management establishes provisions based on either: the Group’s judgment of the most likely amount of the liability or recovery or; where there is a range of possible non-binary outcomes, the expected value calculated under a probability weighted approach. Deferred income tax is provided for in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Other taxes Revenues, expenses and assets are recognised net of the amount of GST except: — When the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and — Receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 75 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 9. Business combinations Prior period business combinations 1000 Mile Travel Group The Group acquired 100% of the shares of 1000 Mile Travel Group Pty Limited ("1000 Mile") with effect from 1 July 2022. In the Group's FY23 Financial Statements, provisional acquisition disclosures were made detailing the fair value of consideration paid, and the net assets acquired for the 1000 Mile. During FY24, the provisional fair values of the assets and liabilities of the acquired business were finalised without any material adjustments. SCT Travel Group Pty Ltd During the year ended 30 June 2024, a deferred consideration amount of $700,000 was paid to Greg McCarthy (CEO of Australia and New Zealand) in relation to the acquisition of SCT Travel Group Pty Ltd, trading as Platinum Travel Corporation. Accounting policy The purchase method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is measured as the fair value of the assets acquired, shares issued or liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed in the period in which the costs are incurred. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange. Transaction costs arising on the issue of equity instruments are recognised directly in equity. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement. With limited exceptions, all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, over the net fair value of the Group's share of the identifiable net assets acquired is recognised as goodwill. If the consideration transferred for the acquisition is less than the Group's share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their present value, as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified as a financial liability at acquisition. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in other income or other expenses, and interest expense resulting from discounting is recognised within finance costs in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Any subsequent adjustment to the final contingent consideration, based on actual results as at 30 June 2024, has been reflected in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the noncontrolling interests’ proportionate share of the acquired entity’s net identifiable assets. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity. Critical estimates, assumptions and judgements Value of intangible assets relating to acquisitions The Group has allocated portions of the cost of acquisitions to client contracts and relationships, software and other intangibles. Client contracts and relationships were valued using the multi-period excess earnings method. These calculations require the use of assumptions including future customer retention rates and cash flows. Acquired software has been valued using the cost to re-create method. These calculations require the use of assumptions including the period of time and the cost of the people it would take to rebuild the software. Acquired other intangible assets were valued using the relief from royalty method. These calculations require the use of assumptions including the projection of financial performance and the estimation of a suitable royalty rate, useful life and discount rate. Value of financial assets held at fair value through profit or loss and investments accounted for under the equity method The Group has allocated portions of the cost of acquisitions to financial assets held at fair value through profit or loss. As these minority interests are unlisted securities, significant inputs used to calculate the fair value of these interests are unable to be based upon observable market data and assumptions must be used. The Group relies upon financial information provided by the controlling interest for measurement purposes. The Group has allocated portions of the cost of acquisitions to investments accounted for under the equity method. Whilst the Group has significant influence over the investee, it does not have a controlling interest and relies upon financial information provided by the investee to calculate the value of these investments. 76 Notes to the Consolidated Financial Statements Note 10. Intangible assets 2024 $'000 2023 $'000 Goodwill - at cost 923,284 924,497 Less: Accumulated amortisation & impairment (23,100) (23,133) 900,184 901,364 Customer contracts - at cost 139,527 139,680 Less: Accumulated amortisation (104,277) (89,467) 35,250 50,213 Software - at cost 179,172 139,012 Less: Accumulated amortisation & impairment (112,840) (85,658) 66,332 53,354 Other intangible assets - at cost 8,345 6,855 Less: Accumulated amortisation (2,313) (2,188) 6,032 4,667 1,007,798 1,009,598 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Client contracts and relationships $'000 Software $'000 Goodwill $'000 Other intangible assets $'000 Total $'000 Balance at 1 July 2022 62,291 43,474 865,769 3,663 975,197 Additions - 32,544 - - 32,544 Additions through business combinations note 9 'Business combinations'  1,228 - 4,489 877 6,594 Disposals - (50) - - (50) Amortisation expense (14,608) (23,629) - (20) (38,257) Exchange differences 1,302 1,015 31,106 147 33,570 Balance at 30 June 2023 50,213 53,354 901,364 4,667 1,009,598 Additions - 40,922 - 1,505 42,427 Amortisation expense (15,084) (27,801) - (128) (43,013) Exchange differences 121 (143) (1,180) (12) (1,214) Balance at 30 June 2024 35,250 66,332 900,184 6,032 1,007,798 77 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 10. Intangible assets (continued) Accounting policy Client contracts and relationships Client contracts and relationships are acquired as part of a business combinations (refer note 9 'Business combinations' for details). They are recognised at their fair value at the date of acquisition and amortised based on a straight line basis. Software developed or acquired not as part of a business combination Costs incurred in developing software products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised as software and systems assets. Software acquired as part of a business combination Identifiable intangible software assets acquired through a business combination, which are expected to contribute future period financial benefits through revenue generation and/or cost reduction are capitalised as software and systems assets. Other Other intangible assets are recognised at fair value and are amortised over their useful life. Other intangible assets with an indefinite useful life are tested annually for impairment, or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired. Amortisation expense The useful lives of the below intangible assets are assessed to be finite. A summary of the amortisation policies applied to the Group's intangible assets is as follows: Item Years Method Acquired/ Internally generated Client contracts and relationships 3 - 6 Straight-line Acquired Software developed and acquired 3 - 5 Straight-line Acquired/ Internally generated Other intangible assets 2 - 10 Straight-line Acquired Where amortisation is charged on assets with finite lives, this expense is recognised in the Consolidated Statement of Profit and Loss and Other Comprehensive Income in the expense category 'depreciation and amortisation'. Impairment expense Goodwill and indefinite life intangibles are tested for impairment annually, or whenever facts and circumstances indicate possible impairment. An impairment loss is recognised when the carrying amount exceeds recoverable amount. The recoverable amount is the higher of fair value less costs of disposal or value-in-use. Goodwill Goodwill is reviewed for impairment, annually, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired (refer note 25 'Impairment testing of goodwill'). Critical estimates, assumptions and judgements Client contracts and relationships The Group recognises customer contracts and relationships arising from business combinations. Estimates and judgements are used in determining the fair value of future benefits of contracts and relationships acquired. Software developed or acquired not as part of a business combination The Group recognises internally generated software assets arising from development once they meet the criteria set out in the Australian Accounting Standards. Estimates are used in determining the useful life for amortisation. There is also judgement involved in assessing how the assets will deliver probable future economic benefit to the Group. Goodwill Refer note 25 'Impairment testing of goodwill'. Software acquired as part of a business combination Refer note 9 'Business combinations'. 78 Notes to the Consolidated Financial Statements Note 11. Cash and cash equivalents 2024 $'000 2023 $'000 Cash at bank and on hand 113,028 138,646 Client cash 21,743 12,339 Total cash and cash equivalents 134,771 150,985 Cash at bank and on hand and client cash earns interest at floating rates. The range of deposit rates as at 30 June 2024 was: 0.00% to 5.0% (2023: 0.00% to 4.5%). Accounting policy Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and on hand and short-term deposits, with an original maturity of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Client cash represents amounts contributed by clients that the Group is required by regulation or contract to hold separately before payment to suppliers. For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consists of cash and cash equivalents as defined, net of outstanding bank overdrafts. 2024 $'000 2023 $'000 Reconciliation of profit after income tax to net cash inflow/(outflow) from operating activities Profit for the year 86,385 78,770 Adjustments for: Depreciation and amortisation 60,079 55,229 Impairment expense 1,506 1,703 Net exchange differences - 5 Non-cash interest 314 381 Non-cash employee benefits expense - share-based payments 2,997 4,575 Net (gain)/loss on disposal of investment (647) -    Net loss/(gain) on disposal of non-current assets 278 (1,545)  Unrealised (gain)/loss on financial assets held at fair value (44) 803   Decrease/(increase) in trade and other receivables 50,259 (162,240)  Decrease in prepayments 512 299   Increase in deferred tax balances 6,956 6,686   (Decrease)/increase in income tax payable (10,906) 15,449   (Decrease)/increase in payables and provisions (71,469) 80,631   Decrease/(increase) in inventory 549 (444)  Net cash flow from operating activities 126,769 80,302 79 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 11. Cash and cash equivalents (continued) Net cash/(debt) reconciliation This section sets out an analysis of net cash/(debt) and the movements in net cash/(debt) for each of the periods presented. Current assets Cash $'000 Borrowings $'000 Leases $'000 Total $'000 Net cash/(debt) at 1 July 2022 142,054 - (48,352) 93,702 Cash flows 6,862 - 11,639 18,501 Additions - - (6,352) (6,352) Disposals - - 5,845 5,845 Foreign exchange adjustments 2,069 - (1,189) 880 Net cash/(debt) at 30 June 2023 150,985 - (38,409) 112,576 Cash flows (14,354) - 10,348 (4,006) Additions - - (21,115) (21,115) Disposals - - 10,409 10,409 Foreign exchange adjustments (1,860) - (14) (1,874) Net cash/(debt) at 30 June 2024 134,771 - (38,781) 95,990 80 Notes to the Consolidated Financial Statements Note 12. Trade and other receivables Current assets 2024 $'000 2023 $'000 Trade receivables1 55,964 76,924 Client receivables1 343,071 364,749 Contract assets 20,780 14,917 Less: Allowance for expected credit losses (16,746) (10,474) 403,069 446,116 Deposits2 7,165 5,935 Other receivables 2,136 12,490 9,301 18,425 Total current trade and other receivables 412,370 464,541 1 Trade and client receivables are non-interest bearing and are generally on terms ranging from 7 to 30 days. 2 Deposits balance represents advanced deposits to suppliers and deposits made on behalf of clients for travel which will occur at a future date. Accounting policy Trade and client receivables are recognised initially at fair value and, subsequently, measured at amortised cost using the effective interest method, less a provision for impairment in accordance with the simplified approach permitted by AASB 9 Financial Instruments (AASB 9). The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected credit loss provision for all trade and client receivables and contract assets (refer note 20 'Financial risk management'). 81 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 13. Inventories A reconciliation of the values of inventory at the beginning and end of the current and previous financial year is set out below: Current assets 2024 $'000 2023 $'000 Inventory 1,310 1,867 Amounts recognised in profit or loss Inventories recognised as an expense during the year ended 30 June 2024 amounted to $9,576,000 (2023: $9,524,000). These were included in purchases and other direct costs in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Inventory represents gift cards for a loyalty program in the US market. Accounting policy Inventory is valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Revenue from the sale of inventory is recognised at the time the order is fulfilled and sent to the customer. Cost of goods sold is recognised as an expense of the value of inventory sold. 82 Notes to the Consolidated Financial Statements Note 14. Investments accounted for using the equity method Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. The following table presents the Group's investments accounted for using the equity method at 30 June 2024: Name of company Principal activity Ownership Interest Jun 2024 % Ownership Interest Jun 2023 % Investment in associates Jun 2024 $'000 Investment in associates Jun 2023 $'000 2120 Tower LLC (North America)1 Commercial real estate 37.78 37.78 - - MFG Reisen GmbH (Europe)2 Travel services - 40.00 - 762 1 The owner collective of 2120 Tower LLC (North America) are currently undertaking to sell the building to which this investment relates, resulting in this asset being classified as an asset held for sale at 30 June 2023. Refer note 26 'Assets classified as held for sale' for more information. The assets classified as held for sale has been written down to nil in FY24. 2 Investment in MFG Reisen GmbH (Europe) was disposed during the year. Accounting policy Associates Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the Consolidated Statement of Financial Position at cost plus post- acquisition changes in the Group's share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The Group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss. 83 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 15. Financial assets at fair value through profit or loss Minority interest investments are investments in entities over which the Group does not have significant influence or joint control. This is generally the case where the Group holds less than 20% share capital. These investments are accounted for at fair value through profit or loss. The following table presents the Group's financial assets measured and recognised at fair value at 30 June 2024: 2024 $'000 2023 $'000 Minority interest investments 6,812 6,774 Refer note 28 'Fair value measurement' for further information on fair value measurement. 84 Notes to the Consolidated Financial Statements Note 16. Right-of-use assets 2024 $'000 2023 $'000 Buildings - right-of-use 58,699 63,195 Accumulated depreciation (21,983) (28,011) Accumulated impairment (933) (938) Total right-of-use assets (buildings) 35,783 34,246 Motor vehicles - right-of-use - 424 Less: Accumulated depreciation - (194) Total right-of-use assets (motor vehicles) - 230 Total right-of-use assets 35,783 34,476 2024 $'000 2023 $'000 Opening net book value 34,476 42,423 Additions 21,388 6,391 Terminations (9,005) (4,250) Depreciation (11,130) (11,172) Exchange differences 54 1,084 Closing net book value 35,783 34,476 2024 $'000 2023 $'000 Expense relating to leases of low-value assets that are not shown above as short-term leases (included in operating expenses) 31 162 Expense relating to variable lease payments not included in lease liabilities (included in operating expenses) 466 735 Accounting policy A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Extension and termination options are included in a number of building leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations. The majority of the extension and termination options held and exercisable only by the Group and not by the respective lessors. Extension options are only included in the lease term if the lease is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. 85 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 17. Trade and other payables 2024 $'000 2023 $'000 Current liabilities Trade payables1 100,956 31,718 Client payables1 193,846 316,747 Other payables and accruals2 54,499 78,194 Contract Liabilities 23,866 16,025 Deferred consideration payable - 700 Total current trade and other payables 373,167 443,384 Non-current liabilities Other payables and accruals 33 106 Total trade and other payables 373,200 443,490 1 Trade payables and client payables are non-interest bearing and are normally settled on terms ranging from 7 to 30 days. 2 The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Accounting policy Client payables result from the provision of travel services and products to clients, and which may also include payables to clients, where clients did not use the travel services and products, or where services were not rendered. Trade payables result from other activities required to provide those travel services, such as corporate services. Trade and other payables represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Other payables and accruals primarily represent liabilities for goods and services received and amounts recognised as redundancy payments. Contract liabilities represent amounts received from third parties that are subsequently recognised as revenue in line with the performance obligations attached to the relevant contract. Deferred consideration payable are recognised where contingent consideration hurdles have been satisfied, or where there are subsequent working capital adjustments, in relation to previously acquired entities. 86 Notes to the Consolidated Financial Statements Note 18. Borrowings Borrowings The carrying amounts of the Group's borrowings were as follows at 30 June: 2024 $'000 2023 $'000 Total borrowings - - The Group has an unsecured syndicated bank loan facility with a total available limit of $100,000,000 and an availability period until 1 July 2025. Capitalised establishment costs relating to the debt facility are amortised over the life of the facility. As at 30 June 2024, the establishment costs paid which are recognised as current is $258,000. The Group has remained in compliance with requirements under its bank facilities throughout the period. Bank guarantees/letters of credit The Group provides bank guarantees and letters of credit primarily for the benefit of suppliers in accordance with the requirements of state travel agency licensing, the UK based Rail Delivery Group (RDG), the Airline Reporting Corporation (ARC), and the International Air Transport Association (IATA). The bank guarantee requirements represent a barrier to entry for competitors in these markets and provide a cost advantage for the Group. The table below shows the outstanding balance of guarantees issued by the Group at 30 June. This balance is not expected to grow materially in future years. 2024 $'000 2023 $'000 Bank guarantees 18,162 18,724 Finance costs 2024 $'000 2023 $'000 Commitment fees 893 883 Interest expense - leases 1,654 1,542 Other finance costs 50 131 Total finance costs 2,597 2,556 Accounting policy Borrowings Borrowings are initially recognised at fair value and are then subsequently measured at amortised cost using the effective interest rate method. Establishment costs are capitalised and are amortised over the life of the related borrowing unless there are no borrowings noted in which case capitalised establishment costs are recognised as Other Assets. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Finance costs This expense is recognised as interest accrues, using the effective interest method for bank loans and an incremental borrowing rate for lease liabilities. These methods calculate the amortised cost of a financial liability and allocate the interest expense over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount of the financial liability. 87 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 19. Lease liabilities 2024 $'000 2023 $'000 Current liabilities Lease liabilities - buildings 9,748 10,125 Lease liabilities - vehicles - 39 9,748 10,164 Non-current liabilities Lease liabilities - buildings 29,034 28,186 Lease liabilities - vehicles - 59 29,034 28,245 Total lease liabilities 38,782 38,409 Reconciliation of lease liabilities at 30 June was as follows: 2024 $'000 2023 $'000 Opening net book value 38,409 48,352 Additions 21,115 6,352 Terminations (10,409) (5,845) Repayment of principal element of lease liabilities (10,348) (11,639) Exchange differences 15 1,189 38,782 38,409 Accounting policy A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. 88 Notes to the Consolidated Financial Statements Note 20. Financial risk management The Group is exposed to market risk (interest rate risk and foreign exchange risk), credit risk, and liquidity risk in the normal course of business. The Group’s financial risk management is controlled by a central treasury department under policies approved by the Board. Group Treasury identifies, evaluates, and hedges financial risks in co-operation with the Group’s operating units and in accordance with the Board-approved Treasury Policy. The Treasury Policy provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. (a) Market risk Interest rate risk The Group’s income and financial cash flows are impacted by changes in market interest rates, as the Group holds both interest bearing assets and liabilities. The Group’s main interest rate exposure during the period arose from interest receivable on cash deposited with banks. As at 30 June 2024, the Group had no outstanding variable rate borrowings (refer note 18 'Borrowings'). Interest rate risk is managed using natural hedges, borrowing terms available under facility documents or using interest rate derivatives. As at the balance date, the Group had no interest rate derivatives outstanding. The Group has considered its exposure to interest rate movements and notes that significant changes in interest rates would not result in a material impact to finance costs. Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant Group entity. When managing its net risk position, the Group uses foreign exchange spot and forward contracts. The Group's multi- currency debt facility also allows for borrowings in relevant currencies to provide an offset to revaluation of foreign currency assets where funding is also required. The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows. Cash and cash equivalents $'000 Trade and other receivables $'000 Related party loans $'000 Trade and other payables $'000 Borrowings $'000 Total $'000 2024 EUR 1,567 5,529 (3,172) (1,025) - 2,899 CHF 602 301 124 539 - 1,566 USD - 29 1,844 (565) - 1,308 NZD - 32 451 - - 483 SEK 166 48 61 22 - 297 JPY - - - (108) - (108) Other 141 14 - (131) - 24 Total foreign exchange risk 2,476 5,953 (692) (1,268) - 6,469 Based on the  30 June 2024 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would result in a loss of $588,000 and a gain of $719,000 respectively. 89 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 20. Financial risk management (continued) Cash and cash equivalents $'000 Trade and other receivables $'000 Related party loans $'000 Trade and other payables $'000 Borrowings $'000 Total $'000 2023 EUR 3,118 4,575 (4,112) 660 - 4,241 HKD 5,055 7 (7,103) (48) - (2,089) NZD 3 15 3,262 - - 3,280 USD 61 237 243 (789) - (248) CHF 319 1,022 (184) (789) - 368 SEK 3,402 647 2,485 (2,757) - 3,777 Other 79 21 203 (424) - (121) Total foreign exchange risk 12,037 6,524 (5,206) (4,147) - 9,208 Based on the 30 June 2023 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would have resulted in a loss of $837,000 and a gain of $1,023,000 respectively. The following table summarises the foreign exchange rates for the key currencies used in the preparation of the annual report. AUD/USD AUD/GBP AUD/HKD 2024 Spot rate 0.6670 0.5274 5.2081 Average rate 0.6557 0.5206 5.1271 AUD/USD AUD/GBP AUD/HKD 2023 Spot rate 0.6664 0.5249 5.2235 Average rate 0.6733 0.5595 5.2771 (b) Credit risk Credit risk arises from cash and cash equivalents placed on deposit with counterparties and balances owing from clients and suppliers. The Group’s exposure to credit risk relating to cash and cash equivalents arises from the ability of the counterparty to repay funds placed on deposit. The Group’s cash and cash equivalent investments are held on deposit with counterparties holding an investment grade credit rating. The Group's policy is that all clients which wish to trade on credit terms are subject to credit verification procedures, and subsequent risk limits, which are set for each individual client in accordance with the Group’s policies. For some client receivables, the Group may also obtain security in the form of deposits. In addition, receivable balances are actively monitored on an ongoing basis, with the result that the Group’s exposure to bad debts has been historically negligible. Trade and other receivables are subject to the expected credit loss model. The Group has applied the AASB 9 Financial Instruments simplified approach to measuring the expected credit loss, which uses a lifetime expected loss allowance for all receivables and contract assets. Contract assets represent balances earned which are not yet unconditional and have the same characteristics as trade receivables. The Group has, therefore, concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for contract assets. To measure the expected credit losses, receivables and contract assets have been grouped based on shared credit risk characteristics (by client industry or supplier type) and the days past due. Based on the grouping of clients, an expected loss rate has been applied. Any individual receivable or contract asset which had significantly increased credit risk, were individually assessed and allowed for. Historic loss events and forward-looking assumptions have been factored into the expected loss allowance calculation for these assets as at 30 June 2024. 90 Notes to the Consolidated Financial Statements Note 20. Financial risk management (continued) On this basis, the loss allowance as at 30 June 2024 and 30 June 2023 was determined as follows: Current ($'000) More than 30 days past due ($'000) More than 60 days past due ($'000) More than 90 days past due ($'000) Total ($'000) 2024 Expected loss rate (%) 1% 2% 4% 36% 4% Carrying amount – client receivables 280,131 12,458 14,849 35,633 343,071 Carrying amount – trade receivables 53,838 252 1,553 321 55,964 Carrying amount – contract assets 20,780 - - - 20,780 Loss allowance 2,666 298 732 13,050 16,746 Current ($'000) More than 30 days past due ($'000) More than 60 days past due ($'000) More than 90 days past due ($'000) Total ($'000) 2023 Expected loss rate (%) 1% 2% 6% 7% 2% Carrying amount – client receivables 268,483 31,917 29,745 42,135 372,280 Carrying amount – trade receivables 38,026 304 3,589 3,303 45,222 Carrying amount – contract assets 14,917 - - - 14,917 Loss allowance 4,390 714 2,121 3,249 10,474 The loss allowances for receivables and contract assets as at 30 June reconcile to the opening loss allowances as follows: Client Receivables $'000 Trade Receivables $'000 Contract Assets $'000 Opening loss allowance as at 1 July 2023 7,141 2,508 824 Increase/(decrease) in loss allowances recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income 8,539 (1,198) (570) Receivables written-off during the year as uncollectible (498) - - Closing loss allowance as at 30 June 2024 15,182 1,310 254 Client Receivables $'000 Trade Receivables $'000 Contract Assets $'000 Opening loss allowance as at 1 July 2022 5,703 3,190 787 Increase/(decrease) in loss allowances recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income 1,557 (682) 37 Receivables written off during the year as uncollectible (119) - - Closing loss allowance as at 30 June 2023 7,141 2,508 824 Receivables and contract assets are written-off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a client or supplier to engage in a repayment plan. Losses on client and trade receivables and contract assets are presented as bad and doubtful debts for client receivables and transactional overrides or a write-back of revenue for volume-based overrides. Subsequent recoveries will be recognised against the same line items. 91 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 20. Financial risk management (continued) (c) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to ensure sufficient cash and credit facilities are available to meet its liabilities when due, under both normal and stressed conditions. In addition to the cash position outlined in note 11 'Cash and cash equivalents', the Group has the following credit facilities available at 30 June 2024. The bank loan amounts in FY24 include the Group’s $100,000,000 multi-currency revolving loan facility which matures in July 2025. 2024 $'000 2023 $'000 Bank loans Used - - Unused 100,000 100,000 Total bank loans available 100,000 100,000 Credit cards Used 70,475 76,884 Unused 90,560 88,197 Total credit cards limit 161,035 165,081 Overdraft facilities Used - - Unused 19,153 9,554 Total overdraft facilities available 19,153 9,554 The Group's credit card facilities are primarily used for client bookings via virtual credit cards. The following table summarises the contractual timing of undiscounted cash flows of financial liabilities, expressed in AUD as at 30 June 2024. No derivative financial instruments were held as at the reporting date. Cash flows for financial liabilities without a fixed amount or timing are based on the conditions existing at 30 June 2024. Contractual maturities of financial liabilities Less than 6 months $'000 6 - 12 months $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount of liabilities $'000 June 2024 Trade and other payables 358,404 14,763 33 - - 373,200 373,200 Lease liabilities 5,883 5,228 8,820 16,977 7,106 44,014 38,782 Total non-derivative financial liabilities 364,287 19,991 8,853 16,977 7,106 417,214 411,982 Contractual maturities of financial liabilities Less than 6 months $'000 6 - 12 months $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount of liabilities $'000 June 2023 Trade and other payables 428,245 15,139 106 - - 443,490 443,490 Lease liabilities 5,764 4,854 8,325 16,186 3,944 39,073 38,409 Total non-derivative financial liabilities 434,009 19,993 8,431 16,186 3,944 482,563 481,899 92 Notes to the Consolidated Financial Statements Note 21. Provisions Movements in provisions Employee entitlements $’000 Provisions for other liabilities and charges $’000 Total $'000 At 1 July 2023 12,167 26,648 38,815 Arising during the year 15,569 54,577 70,146 Utilised (15,785) (51,635) (67,420) Write back of provision (89) (3,393) (3,482) Exchange differences 224 (121) 103 At 30 June 2024 12,086 26,076 38,162 At 1 July 2022 10,146 20,439 30,585 Acquisition of subsidiary 129 - 129 Arising during the year 15,624 56,989 72,613 Utilised (13,483) (47,214) (60,697) Write back of provision (285) (3,724) (4,009) Transfer to deferred consideration payable - (700) (700) Exchange differences 36 858 894 At 30 June 2023 12,167 26,648 38,815 2024 Current 10,905 23,094 33,999 Non-current 1,181 2,982 4,163 12,086 26,076 38,162 2023 Current 11,237 24,131 35,368 Non-current 930 2,517 3,447 12,167 26,648 38,815 Accounting policy Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. At the end of the reporting period, provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, net of any reimbursement. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. 93 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 21. Provisions (continued) Employee benefits Short-term employee benefits Liabilities for wages and salaries including non-monetary benefits, expected to be settled within 12 months of the reporting period, are recognised in other payables and accruals in respect of employees’ services up to the reporting date. Liabilities for annual leave and accumulated sick leave, expected to be settled within 12 months of the reporting period, are recognised in the provision for employee benefits in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulated sick leave are recognised when the leave is taken and are measured at the rates paid or payable. Other long-term employee benefits Liabilities for long service leave are recognised in the provision for employee benefits and measured at the present value of expected future payments to be made in respect of services provided by the employees up to the reporting date, using the projected unit credit method. Consideration is given to the expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on government bonds, with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the Consolidated Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. Retirement benefit obligations Contributions to defined contribution funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in the future payments are available. Bonus plans The Group recognises a provision for future bonus payments where it is contractually obliged or where there is a past practice that has created a constructive obligation. Provision for other liabilities and charges Provision for unclaimed charges The Group recognises a provision for unclaimed charges, arising from the sale of travel services. Based on historical data and past experience, management considers the possibility of claims and, if appropriate, it is written back to the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Make good provision The Group is required to restore the leased premises to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the shorter of the term of the lease and the useful life of the assets. 94 Notes to the Consolidated Financial Statements Note 22. Contributed equity 2024 $'000 2023 $'000 Share capital - fully paid 903,320 929,400 Ordinary shares entitle the holder to receive dividends as declared and, in the event of winding up the Group, to participate in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, shares held. On a show of hands, every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the company does not have a limited amount of authorised capital. Movements in ordinary share capital Details Date Shares Issue price $'000 Balance 1 July 2022 145,190,637 927,397 Shares issued as consideration for the acquisition of 1000 Mile Travel Group 1 July 2022 106,336 $18.84 2,003 Share appreciation rights vested 24 August 2022 1,028,773 Balance 30 June 2023 146,325,746 929,400 On-market buy-back Various during FY24 (1,676,810) $15.55 (26,080) Balance 30 June 2024 144,648,936 903,320 During the year ended 30 June 2024, the Company executed its ordinary share on-market buy-back for a consideration of $26,080,000 (including transaction costs). A total of 1,676,810 shares (representing 1.15% of the Company's issued share capital) were bought back at an average price of $15.55 per share. This resulted in 1,676,810 shares being cancelled during the year ended 30 June 2024. The current on-market buy-back program announced on 25 October 2023 will end on 13 November 2024. Accounting policy Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Capital management The Group maintains a conservative funding structure that allows it to meet its operational and regulatory requirements, while providing sufficient flexibility to fund future strategic opportunities. The Group’s optimal capital structure includes a mix of debt (refer note 18 'Borrowings'), cash (refer note 11 'Cash and cash equivalents') and equity attributable to the parent’s equity holders. When determining dividend returns to shareholders the Board considers a number of factors, including the Group’s anticipated cash requirements to fund its growth, operational plan, and current and future economic conditions. 95 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 23. Reserves The following table shows a breakdown of the ‘reserves’ as per the Consolidated Statement of Financial Position, and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided in the following table: Foreign currency translation $'000 Share-based payments $'000 Total $'000 At 30 June 2022 56,205 (6,751) 49,454 Currency translation difference 34,125 (150) 33,975 Deferred tax 1,236 - 1,236 Other comprehensive income 35,361 (150) 35,211 Share-based payments Expense for the year - 4,574 4,574 Effect of tax - 1,475 1,475 At 30 June 2023 91,566 (852) 90,714 Currency translation difference (1,631) (66) (1,697) Deferred tax (199) - (199) Other comprehensive income (1,830) (66) (1,896) Share-based payments Expense for the year - 2,997 2,997 Effect of tax - (242) (242) At 30 June 2024 89,736 1,837 91,573 Nature and purpose of reserves Foreign currency translation Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income when the net investment is sold or disposed. Share-based payments The share-based payments reserve is used to recognise an expense for the grant date fair value of deferred shares granted to employees but not yet vested over the vesting period, as well as deferred tax associated with future tax deductions. 96 Notes to the Consolidated Financial Statements Note 24. Retained earnings 2024 $'000 2023 $'000 Retained earnings at the beginning of the financial year 152,573 91,095 Profit after income tax expense for the year 84,452 77,574 Dividends paid (refer note 7 'Dividends paid and proposed') (57,033) (16,096) Retained earnings at the end of the financial year 179,992 152,573 97 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 25. Impairment testing of goodwill For goodwill impairment testing, a cash-generating unit (CGU) for the Group, has been defined as the lowest level of travel services operations to which goodwill relates, where individual cash flows can be identified. 2024 $'000 2023 $'000 The carrying amount of goodwill to the cash generating unit: Travel services - Australia and New Zealand 214,941 215,026 Travel services - North America 452,655 453,063 Travel services - Asia 58,095 57,940 Travel services - Europe 174,493 175,334 Total goodwill 900,184 901,363 The recoverable amount of each cash-generating unit (CGU) has been determined based on forecast cash flows, with the value-in-use (VIU) basis being used for all valuations. Forecasts were determined by management using both internal and external data. The forecasts for each CGU are extrapolated using the annual growth rates in the table below up to year 5, and the long term growth rates in the table below beyond year 5. The growth rates up to year 5 assumed in the modelling have been set to align the forecast cashflows with the Group’s business planning and 5-year strategy. The following table sets out the remaining key assumptions for those cash-generating units that have goodwill allocated to them. ANZ % NA % Asia % Europe % 2024 Pre-tax nominal discount rate applied to the cash flow projection 12.70 12.59 11.53 13.46 Cash flows beyond the next financial year and upon the end of project contracts in Europe, up to year 5, are extrapolated using an average nominal growth rate of: Revenue 7.50 10.00 7.00 10.00 Operating expenses 6.00 10.00 7.00 4.00 Long-term growth rate 2.00 2.00 2.00 2.00 2023 Pre-tax nominal discount rate applied to the cash flow projection 13.79 13.41 13.35 15.31 Cash flows upon the return to pre-COVID-19 pro forma levels (in ANZ, Asia and North America) or upon the end of project contracts (in Europe) are extrapolated using an average nominal growth rate of: Revenue 3.50 3.50 3.50 3.50 Operating expenses 3.50 3.50 3.50 3.50 Long-term growth rate 2.00 2.00 2.00 2.00 98 Notes to the Consolidated Financial Statements Note 25. Impairment testing of goodwill (continued) The following key assumptions were used in the modelling: — Pre-tax discount rates - reflect specific risks and conditions relating to the relevant cash-generating units and the countries in which they operate. — Revenue - the basis used to determine the amount assigned to sales volume is based on historical experience, expected client retentions and wins, and adjusted for growth and other known circumstances. — Operating expenses - the basis used to determine the amount assigned to the forecast costs are based on historical margins and patterns of revenue, adjusted for growth and other known circumstances. — Long term growth rates - the growth rate used to extrapolate cash flows beyond the current period is based on historical experience and future expectations for growth in the context of inflation expectations in the countries in which the cash-generating units operate. Sensitivity to changes in key assumptions Management recognises that there are various reasons the estimates used in these assumptions may vary. Management does not believe that there are reasonably possible changes in any one key assumption that would result in an impairment charge in any of the CGUs. Accounting policy Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. In assessing value in use, estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 99 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 26. Assets classified as held for sale Through a wholly owned subsidiary (TTRE Inc) CTM holds a 37.78% interest in 2120 Tower LLC. 2120 Tower LLC is a limited liability company that owns an equity interest in the building of CTM’s North America headquarters. The investment in 2120 Tower LLC has been accounted for based on the equity method of accounting from its inception (refer note 14 'Investments accounted for using the equity method'). The asset is periodically compared to commercial real estate market rates equivalents to support the underlying value of the investment to assess the recoverable amount of the investment. As a result of evidence that the market price for commercial real estate has deteriorated, the carrying value of asset has decreased and CTM has recognised an impairment expense of $1,506,000. Current assets 2024 $'000 2023 $'000 Investments - 1,501 Accounting policy Assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable. An impairment loss is recognised for any initial or subsequent write-down of assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised. Assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised. 100 Notes to the Consolidated Financial Statements Note 27. Property, plant and equipment Furniture, fixtures and equipment $’000 Computer equipment $’000 Leasehold improvements $’000 Other $’000 Total $’000 Year ended 30 June 2024 Cost 6,338 18,354 11,279 2,204 38,175 Accumulated depreciation (4,591) (14,871) (7,003) (1,487) (27,952) 1,747 3,483 4,276 717 10,223 Opening net book amount 2,324 4,894 3,014 579 10,811 Additions 533 1,546 3,058 680 5,817 Disposals (88) (8) (144) (199) (439) Depreciation charge (1,017) (2,961) (1,614) (344) (5,936) Exchange differences (5) 12 (38) 1 (30) Closing net book amount 1,747 3,483 4,276 717 10,223 Year ended 30 June 2023 Cost 6,896 19,021 11,061 1,746 38,724 Accumulated depreciation (4,572) (14,127) (8,047) (1,167) (27,913) 2,324 4,894 3,014 579 10,811 Opening net book amount 2,089 5,314 3,603 586 11,592 Additions 952 2,554 766 402 4,674 Disposals (27) (14) (17) - (58) Depreciation charge (924) (3,030) (1,475) (371) (5,800) Transfers 87 (87) - - - Exchange differences 147 157 137 (38) 403 Closing net book amount 2,324 4,894 3,014 579 10,811 Accounting policy Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the item. All other repairs and maintenance costs are charged to the profit and loss in the Consolidated Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which they are incurred. Derecognition An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. 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 Consolidated Statement of Profit or Loss and Other Comprehensive Income in the year the asset is derecognised. Depreciation expense Depreciation is calculated on property, plant and equipment using the following estimated useful lives and methods: Item Years Method Leasehold improvements 3 - 15 Straight line Computer equipment 3 - 5 Straight line Furniture, fixtures and equipment 4 - 10 Straight line The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. 101 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 28. Fair value measurement Fair value hierarchy The following table presents the Group's financial assets and financial liabilities measured and recognised at fair value at 30 June 2024 on a recurring basis. Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 At 30 June 2024 Financial assets at fair value through profit or loss - - 6,812 6,812 At 30 June 2023 Financial assets at fair value through profit or loss - - 6,774 6,774 The following table presents the changes in level 3 instruments for the year ended 30 June 2024: Unlisted equity securities $’000 Total $’000 Balance at 30 June 2023 6,774 6,774 Gains recognised in other comprehensive income 38 38 Balance at 30 June 2024 6,812 6,812 Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period. The quoted marked price used for financial assets and liabilities held by the Group is the closing bid or ask price as appropriate. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market (for example, over–the–counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. Accounting policy for fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. 102 Notes to the Consolidated Financial Statements Note 29. Share-based payments The Group currently operates an Omnibus Incentive Plan (Incentive Plan) for equity-settled compensation. The Incentive Plan enables CTM to offer a range of different awards, including share appreciation rights (SARs), options, performance rights (PRs) and tax exempt shares. The grant of awards under the Incentive Plan forms an integral part of effectively rewarding executive management, and serves a number of positive purposes, including acting as a retention tool for key employees as well as linking the award of management incentives to shareholder value creation and aligning the interests of senior executives with those of shareholders to encourage the long-term sustainable growth of CTM. Participation in the Incentive Plan is at the Board’s absolute discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Performance Rights In FY24, PRs were awarded under the Incentive Plan. PRs granted under the Incentive Plan carry no dividend or voting rights. The PRs only vest if certain criteria are met, the employee remains in service through to the vesting date, and upon the achievement of vesting conditions over the performance period. In the case of PRs issued in FY24, vesting conditions include share price and EBITDA hurdles. There is no consideration payable by the participant upon exercising vested PRs. The number of shares to be issued is the same as the number of PRs held. Further details can be found in the Remuneration Report. The following table summarises the movement in PRs granted under the plan: 2024 Number of PRs 2023 Number of PRs Opening balance 666,184 - Granted during the year 693,979 737,200 Vested during the year - - Forfeited during the year (284,069) (71,016) As at 30 June 1,076,094 666,184 Vested and exercisable at 30 June - - During FY24, 284,069 PRs granted were subsequently forfeited in the year. PRs outstanding at the end of the year have the following performance period: Grant date Performance period Vesting date Base Price $ Number of PRs 30 June 2024 Number of PRs 30 June 2023 27 July 2022 1 July 2022 - 30 June 2025 30 June 2025 18.81 436,817 592,146 27 October 2022 1 July 2022 - 30 June 2025 30 June 2025 18.81 61,950 61,950 22 November 2022 1 July 2022 - 30 June 2025 30 June 2025 18.81 3,022 12,088 25 October 2023 1 July 2023 - 30 June 2026 30 June 2026 17.92 574,305 - As at 30 June 1,076,094 666,184 103 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 29. Share-based payments (continued) Fair value of PRs granted The assessed weighted average fair value at grant date of the PRs granted during the year ended 30 June 2024 was $8.38. The fair value at grant date was determined using a pricing model that assess the present value of the probability weighted share price upon vesting of the PRs at the vesting date. The model takes into account key inputs such as the share price at the time of the grant, the term of the performance right, the expected price volatility of the underlying share and the risk free interest rate for the term of the PR. The fair value model inputs for PRs granted during the year ended 30 June 2024 included: Price hurdle $ Grant date Vesting date Share price at grant date $ Expected price volatility of CTM's shares % Expected dividend yield % Risk-free interest rate % PRs are granted for no consideration and Group's share price growth over a 3 year vesting period 17.92 25 October 2023 August 20261 16.74 35.00 3.43 4.25 1 Vesting date: The Performance Rights will vest in August of the stated year shortly after the full-year results are announced to the Australian Securities Exchange (ASX). The assessed weighted average fair value at grant date of the PRs granted during the year ended 30 June 2023 was $9.86. The fair value at grant date was determined using a pricing model that assess the present value of the probability weighted share price upon vesting of the PRs at the vesting date. The model takes into account key inputs such as the share price at the time of the grant, the term of the performance right, the expected price volatility of the underlying share and the risk free interest rate for the term of the PR. The fair value model inputs for PRs granted during the year ended 30 June 2023 included: Price hurdle $ Grant date Vesting date Share price at grant date $ Expected price volatility of CTM's shares % Expected dividend yield % Risk-free interest rate % PRs are granted for no consideration and Group's share price growth over a 3 year vesting period 18.81 27 July 2022 August 20251 17.72 35.00 1.00 3.00 PRs are granted for no consideration and Group's share price growth over a 3 year vesting period 18.81 27 October 2022 August 20251 17.47 35.00 1.00 3.00 PRs are granted for no consideration and Group's share price growth over a 3 year vesting period 18.81 22 November 2022 August 20251 16.47 35.00 1.00 3.00 1 Vesting date: The Performance Rights will vest in August of the stated year shortly after the full-year results are announced to the Australian Securities Exchange (ASX). The expected volatility is based on the historic share price volatility aligned with the remaining life of the PRs, adjusted for any expected changes to the future volatility due to publicly available information. SARs Prior to FY23, SARs were awarded under the Incentive Plan. SARs granted under the Incentive Plan carry no dividend or voting rights. The SARs only vest if certain criteria are met, the employee remains in service through to the vesting date, and upon the achievement of earnings per share growth targets over the performance period. There is no consideration payable by the participant upon exercising vested SARs. The number of shares to be issued upon vesting of SARs is calculated by reference to an increase in the price of CTM’s shares from a base price determined by the Board and the five-day volume weighted average price of CTM’s shares immediately preceding the date that the Board determines that the vesting conditions are satisfied or waived. Further details can be found in the Remuneration Report. 104 Notes to the Consolidated Financial Statements Note 29. Share-based payments (continued) The following table summarises the movement in SARs granted under the plan: 2024 Number of SARs 2023 Number of SARs Opening balance 1,883,000 4,812,500 Granted during the year - - Vested during the year - (2,417,000) Forfeited or lapsed during the year (1,210,584) (512,500) As at 30 June 672,416 1,883,000 Vested and exercisable at 30 June 170,767 939,741 SARs outstanding at the end of the year have the following performance periods. Grant date Performance period Number of SARs 30 June 2024 Number of SARs 30 June 2023 1 July 2021 1 July 2021 - 30 June 2023 - 879,000 1 July 2021 1 July 2021 - 30 June 2024 609,916 879,000 28 October 2021 1 July 2021 - 30 June 2023 - 62,500 28 October 2021 1 July 2021 - 30 June 2024 62,500 62,500 672,416 1,883,000 609,916 and 62,500 SARs granted on 1 July 2021 and 28 October 2021, respectively, with a performance period ending 30 June 2024, lapsed without value as the volume weighted average price (VWAP) of CTM’s shares in the 5 trading days prior to 30 June 2024, $13.52, was not higher than $21.19 (the base price), which was a vesting condition. Fair value of SARs granted There were no SARs issued in FY24. The assessed weighted average fair value at grant date of the SARs granted during the year ended 30 June 2022 was $4.11. The fair value at grant date was determined using the Black-Scholes pricing model that takes into account the share price at the time of the grant, the base price, the term of the SAR, the expected dividend yield, the expected price volatility of the underlying share and the risk free interest rate for the term of the SAR. The fair value model inputs for PRs granted during the year ended 30 June 2022 included: Price hurdle $ Grant date Vesting date Share price at grant date $ Expected price volatility of CTM's shares % Expected dividend yield % Risk-free interest rate % SARs are granted for no consideration and vest based on the Group's Earnings per Share growth over a 3 year vesting period 21.19 1 July 2021 August 20241 21.32 32.00 1.00 0.25 SARs are granted for no consideration and vest based on the Group's Earnings per Share growth over a 3 year vesting period 21.19 28 October 2021 August 20241 24.00 32.00 1.00 0.25 1 Vesting date: The Share Appreciation Rights will vest in August of the stated year shortly after the full-year results are announced to the Australian Securities Exchange (ASX). The expected volatility is based on the historic share price volatility aligned with the remaining life of the SARs, adjusted for any expected changes to future volatility due to publicly available information. 105 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 29. Share-based payments (continued) Expenses arising from SARs and PRs An expense for the year of $2,997,000 has been recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income with a corresponding amount recognised in the share based payment reserve (refer note 23 'Reserves'). The expense recognised is based on the number of unvested SARs and PRs on issue that are expected to vest. Accounting policy Share-based compensation benefits are provided to employees by way of Share Appreciation Rights (SARs) and Performance Rights (PRs). The fair value of SARs and PRs granted is recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the rights granted, which includes any market performance conditions and the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of SARs and PRs that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, CTM revises its estimates of the number of SARs and PRs that are expected to vest based on the non- market vesting conditions. CTM recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. 106 Notes to the Consolidated Financial Statements Note 30. Interest in other entities (a) Subsidiary entities The Group’s subsidiary entities at 30 June 2024 are set out in the following table. Unless otherwise stated, each entity has share capital consisting solely of ordinary shares that are held by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business. Company Region Country Ownership 2024 % Ownership 2023 % Corporate Travel Management Group Pty Ltd1 ANZ Australia 100.00 100.00 Floron Nominees Pty Ltd ANZ Australia 100.00 100.00 Sainten Pty Ltd ANZ Australia 100.00 100.00 ETM Travel Pty Ltd ANZ Australia 100.00 100.00 Travelogic Pty. Limited ANZ Australia 100.00 100.00 Andrew Jones Travel Pty Ltd2 ANZ Australia - 100.00 Travelcorp (Aust) Pty Ltd ANZ Australia 100.00 100.00 Tramada Holdings Pty Ltd ANZ Australia 100.00 100.00 Tramada International Pty Ltd ANZ Australia 100.00 100.00 Tramada Systems Pty Ltd ANZ Australia 100.00 100.00 CTM Finance Pty Ltd ANZ Australia 100.00 100.00 QBT PTY Ltd1 ANZ Australia 100.00 100.00 TravelEdge Pty Ltd ANZ Australia 100.00 100.00 Inspire Travel Management Pty Ltd ANZ Australia 100.00 100.00 Show Group Pty Ltd ANZ Australia 100.00 100.00 STA Travel Academic Pty Ltd ANZ Australia 100.00 100.00 Nexus Point Travel Pty Ltd ANZ Australia 100.00 100.00 Granted Worldwide Pty Ltd ANZ Australia 100.00 100.00 Communico Services Pty Ltd ANZ Australia 100.00 100.00 1000 Mile Travel Group Pty Ltd ANZ Australia 100.00 100.00 Corporate Travel Management (New Zealand) Limited1 ANZ New Zealand 100.00 100.00 CTMNZ Holdings Ltd ANZ New Zealand 100.00 100.00 Atlantic & Pacific Business Travel Ltd ANZ New Zealand 100.00 100.00 Atlas Limited ANZ New Zealand 100.00 100.00 Show Group (NZ) Ltd ANZ New Zealand 100.00 100.00 CTMNA Holdings Limited1 North America United States of America 100.00 100.00 Corporate Travel Management North America Inc1 North America United States of America 100.00 100.00 Travefy Incorporated North America United States of America 10.00 10.00 TTRE Inc North America United States of America 100.00 100.00 TTINV Inc North America United States of America 100.00 100.00 2120 Tower LLC North America United States of America 37.78 37.78 Corporate Travel Management (CAN) Limited North America Canada 100.00 100.00 Corporate Travel Management (UK) Limited Europe United Kingdom 100.00 100.00 1 These subsidiary entities have been granted relief from the necessity to prepare financial reports in accordance with Class Order 2016/785 issued by the Australian Securities and Investments Commission. For further information refer note 33 'Deed of cross guarantee'. 107 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 30. Interest in other entities (continued) Company Region Country Ownership 2024 % Ownership 2023 % Corporate Travel Management (Europe) Limited Europe United Kingdom 100.00 100.00 Corporate Travel Management (North) Limited Europe United Kingdom 100.00 100.00 Portall Travel Limited Europe United Kingdom 100.00 100.00 Corporate Travel Management (United Kingdom) Ltd Europe United Kingdom 100.00 100.00 Radius Travel WTT Limited2 Europe United Kingdom - 100.00 Travel and Transport UK Limited Europe United Kingdom 100.00 100.00 Statesman Travel Limited Europe United Kingdom 100.00 100.00 Statesman Travel Services Limited Europe United Kingdom 100.00 100.00 Corporate Travel Management (France) SAS Europe France 100.00 100.00 Corporate Travel Management (Germany) GmbH Europe Germany 100.00 100.00 Corporate Travel Management (Netherlands) BV Europe Netherlands 100.00 100.00 Corporate Travel Management (Switzerland) GmbH Europe Switzerland 100.00 100.00 Corporate Travel Management (Sweden) AB Europe Sweden 100.00 100.00 Corporate Travel Management (Czech Republic) s.r.o.2 Europe Czechoslovakia - 100.00 Corporate Travel Management (Norway) AS Europe Norway 100.00 100.00 Corporate Travel Management (Denmark) Aps2 Europe Denmark - 100.00 Corporate Travel Management (Hungary) Kft2 Europe Hungary - 100.00 Corporate Travel Management (Poland) SP. z.o.o Europe Poland 100.00 100.00 MFG Reisen GmbH3 Europe Germany - 40.00 Travellinspector GmbH Schweiz3 Europe Switzerland - 40.00 Statesman Travel Services Private Limited Europe India 99.99 99.99 Wealthy Aim Investments Limited Asia British Virgin Islands 75.10 75.10 Westminster Travel Limited Asia Hong Kong 75.10 75.10 Far Extent Investments Limited Asia Hong Kong 75.10 75.10 Profit Shine Holdings Limited Asia British Virgin Islands 75.10 75.10 Bees.Travel Limited Asia Hong Kong 75.10 75.10 Corporate Travel Management Limited Asia Hong Kong 75.10 75.10 CTM Overseas Education Centre Limited Asia Hong Kong 75.10 75.10 Lotus Travel Group Limited Asia British Virgin Islands 75.10 75.10 Lotus Tours Limited Asia Hong Kong 75.10 75.10 Memory Holidays Limited2 Asia Hong Kong - 75.10 Westminster Travel Limited (Taiwan) Asia Taiwan 75.10 75.10 Westminster Travel Consultancy (Guangzhou) Limited Asia People's Republic of China 75.10 75.10 Guangzhou Anlu Travel Service Co Ltd Asia People's Republic of China 75.10 75.10 Corporate Travel Management (Japan) Limited Asia Japan 75.10 75.10 Corporate Travel Management (S) Pte. Ltd Asia Singapore 75.10 75.10 Universal Advisory Pte Ltd Asia Singapore 75.10 75.10 Safe2travel Pte Ltd Asia Singapore 72.47 72.47 Yesrooms Pte Ltd2 Asia Singapore - 72.47 Holiday House Pte Ltd2 Asia Singapore - 72.47 2 These entities were deregistered during the period. 3 Interest in this entity was disposed during the period. 108 Notes to the Consolidated Financial Statements Note 30. Interest in other entities (continued) (b) Non-controlling interests (NCI) The following table summarises the financial information for entities which have a non-controlling interest which is material to the Group. The amounts disclosed are before intercompany eliminations. 2024 $'000 2023 $'000 Summarised Statement of Financial Position Current assets 142,072 122,977 Current liabilities (96,015) (81,774) Current net assets 46,057 41,203 Non-current assets 78,737 76,415 Non-current liabilities (13,148) (10,807) Non-current net assets 65,589 65,608 Net assets 111,646 106,811 Accumulated NCI of the subsidiary 15,807 14,930 Summarised Statement of Profit or Loss and Other Comprehensive Income Revenue and other income 64,103 51,379 Profit for the year 7,836 4,796 Other comprehensive income for the year (9) 3,256 Total other comprehensive gain for the year 7,827 8,052 Profit for the year, allocated to NCI 1,933 1,196 Dividends paid to NCI (937) - Summarised Statement of Cash Flows Cash flows from operating activities 43,534 10,608 Cash flows (used) in investing activities (4,405) (2,467) Cash flows (used) in financing activities (28,632) (11,624) Net increase/(decrease) in cash and cash equivalents 10,497 (3,483) 109 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 31. Related party transactions (a) Parent entities The ultimate parent entity within the Group is Corporate Travel Management Limited. (b) Subsidiary entities Interests in subsidiary entities are set out in note 30 'Interest in other entities'. (c) Key management personnel compensation 2024 $'000 2023 $'000 Short-term 5,056 6,352 Post-employment 167 127 Long-term benefits 126 65 Share-based payments 933 906 Total KMP compensation 6,282 7,450 Detailed remuneration disclosures are provided in the Remuneration Report. (d) Transactions with other related parties During FY24, a deferred consideration amount of $700,000 was paid to Greg McCarthy (CEO of Australia and New Zealand) in relation to the acquisition of SCT Travel Group Pty Ltd, trading as Platinum Travel Corporation. (e) Terms and conditions Directors of the Group hold other directorships as detailed in the Directors’ Report. Where any of these related entities are clients of the Group, the arrangements are on normal commercial terms and conditions and at market rates. Directors and executives can acquire travel and event management services on normal terms and conditions and at market rates. There are no amounts outstanding in relation to these transactions at 30 June 2024. 110 Notes to the Consolidated Financial Statements Note 32. Parent entity information (a) Summary financial information The individual financial statements of the parent entity show the following aggregate amounts: Statement of profit or loss and other comprehensive income 2024 $'000 2023 $'000 Profit after income tax 58,797 71,669 Total comprehensive income 58,797 71,669 Statement of financial position 2024 $'000 2023 $'000 Total current assets 14,356 38,112 Total assets 1,108,208 1,135,928 Total current liabilities 45,866 16,643 Total liabilities 90,994 96,497 Net assets 1,017,214 1,039,431 Equity 2024 $'000 2023 $'000 Contributed equity 923,723 949,804 Share-based payments reserve 292 (1,809) Retained earnings 93,199 91,436 Total equity 1,017,214 1,039,431 (b) Guarantees entered into by the parent entity The parent entity is party to, and acts as guarantor under the Group's overall financing arrangements as detailed in note 18 'Borrowings'. (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2024 or 30 June 2023. (d) Contractual commitments The parent did not have any contractual commitments as at 30 June 2024 or 30 June 2023. 111 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 32. Parent entity information (continued) Accounting policy The financial information for the parent entity, Corporate Travel Management Limited, has been prepared on the same basis as the consolidated financial statements, except as follows: (i) Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the financial statements of Corporate Travel Management Limited. (ii) Tax consolidation legislation Corporate Travel Management Limited and its wholly- owned Australian controlled entities have implemented tax consolidation legislation. The head entity, Corporate Travel Management Limited and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. In addition to its own current and deferred tax amounts, Corporate Travel Management Limited also recognises the current tax liabilities or assets and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. These entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Corporate Travel Management Limited for any current tax payable assumed and are compensated by Corporate Travel Management Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Corporate Travel Management Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities' financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts, to assist with its obligations to pay tax installments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to or distribution from wholly-owned tax consolidated entities. (iii) Financial guarantees Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees are accounted for in the parent company and consolidated financial statements. 112 Notes to the Consolidated Financial Statements Note 33. Deed of cross guarantee Corporate Travel Management Limited, Corporate Travel Management Group Pty Ltd, QBT Pty Ltd, Corporate Travel Management (New Zealand) Limited, CTMNA Holdings Limited, and Corporate Travel Management North America, Inc, are parties to a deed of cross guarantee, under which each company guarantees the debts of the other companies. By entering into the deed, the wholly owned Australian entities have been relieved from the requirement to prepare a financial report and Directors’ Report under Class Order 2016/785 (as amended) issued by the Australian Securities and Investments Commission. These companies represent a ‘closed group’ for the purposes of the Class Order and, as there are no other parties to the deed of cross guarantee that are controlled by Corporate Travel Management Limited, they also represent the ‘extended closed group’. During the year, no new entities were added or removed from the deed of cross guarantee. The following table presents a Consolidated Statement of Profit or Loss and Other Comprehensive Income, Summary of movements in consolidated retained earnings and Consolidated Statement of Financial Position for the year ended 30 June 2024 of the closed group. Statement of profit or loss and other comprehensive income 2024 $'000 2023 $'000 Revenue 462,059 454,827 Other income 69,182 77,804 Purchases and other direct costs (9,576) (9,524) Employee benefits (308,526) (312,935) Depreciation and amortisation (2,264) (39,301) Information technology and telecommunications (39,487) (49,755) Travel and entertainment (54,148) (4,431) Occupancy (3,788) (3,237) Administrative and general (23,269) (21,530) Operating profit 90,183 91,918 Finance costs (8,476) (127) Profit before income tax 81,707 91,791 Income tax (expense) (7,335) (8,311) Profit after income tax 74,372 83,480 Other comprehensive loss Exchange differences on translation of foreign operations (1,340) (2,172) Other comprehensive loss for the year, net of tax (1,340) (2,172) Total comprehensive income for the year 73,032 81,308 Summary of movements in retained earnings 2024 $'000 2023 $'000 Retained earnings at the beginning of the financial year 169,910 102,526 Profit after income tax 74,372 83,480 Dividends paid (57,033) (16,096) Retained earnings at the end of the financial year 187,249 169,910 113 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 33. Deed of cross guarantee (continued) Statement of financial position 2024 $'000 2023 $'000 Current assets Cash and cash equivalents 41,823 73,941 Trade and other receivables 168,749 148,404 Inventories 1,310 1,867 Income tax receivable 962 543 Other assets 4,811 4,757 217,655 229,512 Non-current assets Financial assets at fair value through profit or loss 1,049 1,050 Investments 879,409 874,665 Property, plant and equipment 5,240 6,901 Right-of-use assets 19,848 21,623 Intangible assets 699,500 697,730 Deferred tax assets 18,183 24,841 1,623,229 1,626,810 Total assets 1,840,884 1,856,322 Current liabilities Trade and other payables 121,323 129,624 Lease liabilities 4,547 6,442 Related Party 55,866 22,254 Provisions 11,404 12,852 193,140 171,172 Non-current liabilities Trade and other payables 33 106 Lease liabilities 16,830 17,043 Related Party 38,443 76,385 Provisions 1,582 1,011 56,888 94,545 Total liabilities 250,028 265,717 Net assets 1,590,856 1,590,605 Equity Contributed equity 1,412,482 1,432,302 Reserves (8,875) (11,607) Retained earnings 187,249 169,910 Total equity 1,590,856 1,590,605 114 Notes to the Consolidated Financial Statements Note 34. Auditors’ remuneration The auditor of the Group is PricewaterhouseCoopers. 2024 $ 2023 $ Audit services - PricewaterhouseCoopers Audit or review of the financial statements 733,988 602,904 Other services - PricewaterhouseCoopers Assurance services - - Tax compliance services - 71,825 Tax advisory services 83,985 46,000 Other advisory services 6,500 - Total remuneration of other services 90,485 117,825 Total remuneration of PricewaterhouseCoopers Australia 824,473 720,729 Other PricewaterhouseCoopers network firms: Other services in relation to the entity and any other entity in the consolidated group: Audit and review of the financial reports 1,439,839 1,428,690 Other assurance services - 37,431 Tax compliance services 140,652 89,996 Tax advisory services 30,068 37,005 Total remuneration of PricewaterhouseCoopers network firms 1,610,559 1,593,122 Non-PricewaterhouseCoopers firms: Services in relation to the entity and any other entity in the consolidated group: Audit and review of the financial report 109,449 192,018 Total remuneration of Non-PricewaterhouseCoopers firms 109,449 192,018 115 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Notes to the Consolidated Financial Statements Note 35. Summary of material accounting policies (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Corporate Travel Management Limited is a for-profit entity for the purpose of preparing the consolidated financial statements. The consolidated financial statements have been prepared on a going concern basis. Compliance with IFRS The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities, fair value through Consolidated Statement of Profit or Loss and Other Comprehensive Income. The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. (b) Rounding of amounts Amounts in the Consolidated Financial Statements are presented in Australian Dollars with values rounded to the nearest thousand dollars, or in certain circumstances, the nearest dollar, in accordance with the Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors' Report) instrument 2016/191. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2 'Critical accounting judgements, estimates and assumptions'. Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss. 116 Notes to the Consolidated Financial Statements Note 36. Events after the reporting period No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 117 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Consolidated Entity Disclosure Statement As at 30 June 2024 Type of entity Trustee, partner or participant in JV % of share capital Country of incorporation Australian resident or foreign resident Countries of residence for tax purpose Corporate Travel Management Limited Body corporate - n/a Australia Australia Australia Corporate Travel Management Group Pty Ltd Body corporate - 100.00 Australia Australia Australia Floron Nominees Pty Ltd Body corporate - 100.00 Australia Australia Australia Sainten Pty Ltd Body corporate - 100.00 Australia Australia Australia ETM Travel Pty Ltd Body corporate - 100.00 Australia Australia Australia Travelogic Pty. Limited Body corporate - 100.00 Australia Australia Australia Travelcorp (Aust) Pty Ltd Body corporate - 100.00 Australia Australia Australia Tramada Holdings Pty Ltd Body corporate - 100.00 Australia Australia Australia Tramada International Pty Ltd Body corporate - 100.00 Australia Australia Australia Tramada Systems Pty Ltd Body corporate - 100.00 Australia Australia Australia CTM Finance Pty Ltd Body corporate - 100.00 Australia Australia Australia QBT PTY Ltd Body corporate - 100.00 Australia Australia Australia TravelEdge Pty Ltd Body corporate - 100.00 Australia Australia Australia Inspire Travel Management Pty Ltd Body corporate - 100.00 Australia Australia Australia Show Group Pty Ltd Body corporate - 100.00 Australia Australia Australia STA Travel Academic Pty Ltd Body corporate - 100.00 Australia Australia Australia Nexus Point Travel Pty Ltd Body corporate - 100.00 Australia Australia Australia Granted Worldwide Pty Ltd Body corporate - 100.00 Australia Australia Australia Communico Services Pty Ltd Body corporate - 100.00 Australia Australia Australia 1000 Mile Travel Group Pty Ltd Body corporate - 100.00 Australia Australia Australia Corporate Travel Management (New Zealand) Limited Body corporate - 100.00 New Zealand Foreign New Zealand CTMNZ Holdings Ltd Body corporate - 100.00 New Zealand Foreign New Zealand Atlantic & Pacific Business Travel Ltd Body corporate - 100.00 New Zealand Foreign New Zealand Atlas Limited Body corporate - 100.00 New Zealand Foreign New Zealand Show Group (NZ) Ltd Body corporate - 100.00 New Zealand Foreign New Zealand CTMNA Holdings Limited Body corporate - 100.00 United States of America Foreign United States of America Corporate Travel Management North America Inc Body corporate - 100.00 United States of America Foreign United States of America TTRE Inc Body corporate - 100.00 United States of America Foreign United States of America TTINV Inc Body corporate - 100.00 United States of America Foreign United States of America Corporate Travel Management (CAN) Limited Body corporate - 100.00 Canada Foreign Canada 118 Consolidated Entity Disclosure Statement As at 30 June 2024 Type of entity Trustee, partner or participant in JV % of share capital Country of incorporation Australian resident or foreign resident Countries of residence for tax purpose Corporate Travel Management (UK) Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Corporate Travel Management (Europe) Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Corporate Travel Management (North) Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Portall Travel Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Corporate Travel Management (United Kingdom) Ltd Body corporate - 100.00 United Kingdom Foreign United Kingdom Travel and Transport UK Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Statesman Travel Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Statesman Travel Services Limited Body corporate - 100.00 United Kingdom Foreign United Kingdom Corporate Travel Management (France) SAS Body corporate - 100.00 France Foreign France Corporate Travel Management (Germany) GmbH Body corporate - 100.00 Germany Foreign Germany Corporate Travel Management (Netherlands) BV Body corporate - 100.00 Netherlands Foreign Netherlands Corporate Travel Management (Switzerland) GmbH Body corporate - 100.00 Switzerland Foreign Switzerland Corporate Travel Management (Sweden) AB Body corporate - 100.00 Sweden Foreign Sweden Corporate Travel Management (Norway) AS Body corporate - 100.00 Norway Foreign Norway Corporate Travel Management (Poland) SP. z.o.o Body corporate - 100.00 Poland Foreign Poland, United Kingdom1 Statesman Travel Services Private Limited Body corporate - 99.99 India Foreign India Wealthy Aim Investments Limited Body corporate - 75.10 British Virgin Islands Foreign Not applicable2 Westminster Travel Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong Far Extent Investments Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong Profit Shine Holdings Limited Body corporate - 75.10 British Virgin Islands Foreign Not applicable2 Bees.Travel Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong Corporate Travel Management Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong CTM Overseas Education Centre Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong Lotus Travel Group Limited Body corporate - 75.10 British Virgin Islands Foreign Not applicable2 Lotus Tours Limited Body corporate - 75.10 Hong Kong Foreign Hong Kong Westminster Travel Limited (Taiwan) Body corporate - 75.10 Taiwan Foreign Taiwan 1 This entity is tax resident in its country of incorporation. It has also been determined to be a tax resident of the United Kingdom under the domestic income tax law of the United Kingdom. This entity is in the process of liquidation. 2 For the purposes of the British Virgin Islands domestic tax law, tax residency is not a relevant consideration for determining the taxability of corporate entities and income tax is not currently imposed. 119 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Consolidated Entity Disclosure Statement As at 30 June 2024 Type of entity Trustee, partner or participant in JV % of share capital Country of incorporation Australian resident or foreign resident Countries of residence for tax purpose Westminster Travel Consultancy (Guangzhou) Limited Body corporate - 75.10 People's Republic of China Foreign People's Republic of China Guangzhou Anlu Travel Service Co Ltd Body corporate - 75.10 People's Republic of China Foreign People's Republic of China Corporate Travel Management (Japan) Limited Body corporate - 75.10 Japan Foreign Japan Corporate Travel Management (S) Pte. Ltd Body corporate - 75.10 Singapore Foreign Singapore Universal Advisory Pte Ltd Body corporate - 75.10 Singapore Foreign Singapore Safe2travel Pte Ltd Body corporate - 72.47 Singapore Foreign Singapore Basis of preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. Determination of tax residency Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5. Foreign tax residency Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure compliance with applicable foreign tax legislation. 120 Directors' Declaration In the Directors' opinion: — the financial statements and notes set out on pages 58 to 117 are in accordance with the Corporations Act 2001, including: the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the financial year ended on that date; and — the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 35 'Summary of material accounting policies' to the financial statements; and — there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and — the Consolidated Entity Disclosure Statement on pages 118 to 120 is true and correct; and — at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 33 'Deed of cross guarantee' will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 33 'Deed of cross guarantee' to the financial statements. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors, Ewen Crouch AM Chairman 21 August 2024 Brisbane Jamie Pherous Managing Director 121 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Independent Auditor's Report To the members of Corporate Travel Management Limited PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999 Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report To the members of Corporate Travel Management Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Corporate Travel Management Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 30 June 2024 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The financial report comprises: • the consolidated statement of financial position as at 30 June 2024 • the consolidated statement of changes in equity for the year then ended • the consolidated statement of cash flows for the year then ended • the consolidated statement of profit or loss and other comprehensive income for the year then ended • the notes to the consolidated financial statements, including material accounting policy information and other explanatory information • the consolidated entity disclosure statement as at 30 June 2024 • the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. 122 To the members of Corporate Travel Management Limited (Continued) Independent Auditor's Report Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic location and management structure of the Group, its accounting processes and controls and the industry in which it operates. The Group provides travel management and accommodation agency services and operates in four broad geographic regions, being Australia and New Zealand, North America, Asia and Europe. The regional finance functions report to the Group finance function in Brisbane, Australia where the consolidation is performed. Audit scope Key audit matters • Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. • In establishing the overall approach for the Group audit, we determined the type of audit work that needed to be performed by us, as the Group engagement team, and determined the nature, timing and extent of involvement of the component auditors in the USA, Hong Kong and the UK operating under our instruction. We structured our audit as follows: − We performed audit procedures over the Australia and New Zealand region, in addition to auditing the consolidation of the Group’s regional reporting units into the Group’s financial report. − Component auditors in the USA, Hong Kong and the UK performed audit procedures over the North America, Asia and Europe regions respectively. • For the work performed by the component auditors in the USA, Hong Kong and the UK, we determined the level of involvement we needed to have in the audit work at these locations to be satisfied that sufficient audit evidence had been obtained as a basis for our opinion on the Group financial report as a whole. This included active dialogue throughout the year through discussions, issuing written instructions, visiting select locations, receiving formal interoffice reporting, as well as attending meetings with local management. • Amongst other relevant topics, we communicated the following key audit matters to the Audit and Risk Committee: − Recoverability assessment of the Group's goodwill − Recognition of the Group's revenue from contracts with customers • These are further described in the Key audit matters section of our report. 123 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT To the members of Corporate Travel Management Limited (Continued) Independent Auditor's Report Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. Key audit matter How our audit addressed the key audit matter Recoverability assessment of the Group's goodwill (Refer to note 10 and 25) The financial report of the Group includes goodwill of $900.2m as at 30 June 2024. The goodwill is allocated to four cash generating units (CGUs) which include Australia and New Zealand, North America, Europe and Asia. To determine whether the carrying value of these assets was recoverable, the Group prepared discounted cash flow models (the impairment models) under a value in use (VIU) methodology using Management’s internal and external data. This was a key audit matter given the financial significance of the Group’s recorded goodwill balance and the judgement involved in determining assumptions around growth rates, discount rates and terminal values. Our procedures included, amongst others: • developing an understanding of how the Group identified assumptions and sources of data • developing an understanding of the relevant key controls associated with developing the impairment models • assessing whether the CGUs identified by the Group and the assets and liabilities, including the allocation of corporate assets and overheads allocated to them was reasonable and consistent with our knowledge of the Group’s operations and internal reporting • evaluating whether judgements made in selecting the methodology used, significant assumptions, and data for developing the impairment models gave rise to indicators of possible bias by the Group • testing the mathematical accuracy, on a sample basis, of the impairment models’ calculations • evaluating the appropriateness of significant assumptions in the context of Australian Accounting Standards. This included: − comparing growth rate assumptions to alternative assumptions used in the industry − evaluating the appropriateness of the discount rates applied by the Group by comparing to market and other relevant sources − comparing the forecast cash flows used to develop the impairment models to the most up-to-date budgets formally approved by the Board − evaluating the appropriateness of inputs used to calculate the terminal value of each CGU − evaluating the Group’s historical ability to 124 To the members of Corporate Travel Management Limited (Continued) Independent Auditor's Report Key audit matter How our audit addressed the key audit matter forecast future cash flows by comparing budgets with reported actual results for the past three-years − discussing with the Group the plans, goals, and objectives of the Group, and considering the feasibility and intent to carry out such courses of action • evaluating the Group’s sensitivity analysis on the significant assumptions used in the impairment models to assess under which assumptions an impairment would occur and whether this was reasonably possible • evaluating the reasonableness of the disclosures against the requirements of Australian Accounting Standards. Recognition of the Group's revenue from contracts with customers (Refer to note 4) The Group’s revenue of $710.4m includes the streams of revenue identified in note 4 and is driven by the provision of travel management and accommodation agency services under contracts with customers and suppliers. The recognition of revenue is dependent upon the terms of the underlying contracts with customers and suppliers and the resulting performance obligations, as well as the transaction price that is allocated to the performance obligations. This was a key audit matter given the financial significance of the Group’s revenue and judgement applied by the Group in the identification of the performance obligations, determination of standalone selling prices, progress towards satisfaction of the performance obligations and therefore the timing and amount of revenue recognised. Our procedures included, amongst others: • developing an understanding of and evaluating the Group’s revenue recognition methodology with reference to Australian Accounting Standards • selecting a sample of contracts and inspecting the relevant contract terms to assess whether the individual characteristics of each contract were appropriately accounted for, including any modifications of contracts that occurred during the financial year. This included obtaining an understanding of how the Group: − identifies performance obligations to the relevant customers − the judgements used in determining the standalone selling price of performance obligations − the judgements used in forecasting and determining progress towards the satisfaction of the performance obligations and − assessing the Group’s entitlement to revenue recognised under the contractual terms of the arrangements • agreeing a sample of revenue transactions for each stream to supporting documents including amongst others, customer and supplier 125 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT To the members of Corporate Travel Management Limited (Continued) Independent Auditor's Report Key audit matter How our audit addressed the key audit matter agreements, invoices, remittances and bank statements • evaluating the reasonableness of the disclosures against the requirements of Australian Accounting Standards. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 the financial report. 126 To the members of Corporate Travel Management Limited (Continued) Independent Auditor's Report A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor's report. Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in the directors’ report for the year ended 30 June 2024. In our opinion, the remuneration report of Corporate Travel Management Limited for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Kim Challenor Brisbane Partner 21 August 2024 127 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Shareholder Information Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Number of holders of ordinary shares Securities % of Total Securities 1 to 1,000 12,841 4,722,925 3.27 1,001 to 5,000 5,696 12,626,764 8.73 5,001 to 10,000 808 5,750,495 3.98 10,001 to 100,000 459 10,288,379 7.11 100,001 and over 56 111,260,373 76.91 Total 19,860 144,648,936 100.00 Holding less than a marketable parcel 962 20,001 - Based on the Company’s closing share price on 11 July 2024 ($13.46), there were 962 holders of less than a marketable parcel of ordinary shares and together they hold 20,001 shares. Equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Number held Ordinary shares % of total shares issued 1. Citicorp Nominees Pty Limited 26,541,873 18.35 2. J P Morgan Nominees Australia Pty Limited 22,339,966 15.44 3. HSBC Custody Nominees (Australia) Limited 20,117,303 13.91 4. Pherous Holdings Group Pty Ltd 16,500,000 11.41 5. BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C) 6,252,806 4.32 6. National Nominees Limited 1,746,258 1.21 7. BNP Paribas Nominees Pty Ltd (HUB24 Custodial Serv Ltd DRP) 1,543,878 1.07 8. Matimo Pty Ltd (Matimo A/C) 1,451,807 1.00 9. Helloworld Group Pty Ltd 1,390,659 0.96 10. BNP Paribas Nominees Pty Ltd (DRP) 1,223,025 0.85 11. Ms Helen Logas 1,000,497 0.69 12. HSBC Custody Nominees (Australia) Limited (Nt-Commwlth Super Corp A/C) 746,965 0.52 13. LJP2 Pty Ltd 700,000 0.48 14. Mirrabooka Investments Limited 664,000 0.46 15. Glenn Hargraves Investments Pty Limited 570,000 0.39 16. Shamiz Pty Ltd (Sami Superfun A/C) 567,107 0.39 17. Mr Tian Yu Ma 539,077 0.37 18. HSBC Custody Nominees (Australia) Limited 423,919 0.29 19. HSBC Custody Nominees (Australia) Limited - A/C2 361,669 0.25 20. Citicorp Nominees Pty Limited (Colonial First State Inv A/C) 359,866 0.25 Top 20 Holders 105,040,675 72.61 Remaining Holders balance 39,608,261 27.39 Grand Total 144,648,936 100.00 Unquoted equity securities Number on issue Number of holders Share Appreciation Rights 672,416 49 Performance Rights 1,076,094 90 The shareholder information set out below was applicable as at 11 July 2024. 128 Shareholder Information The shareholder information set out below was applicable as at 11 July 2024. Substantial holders As at 11 July 2024, the Company has been notified of the following substantial holders (including associate holdings): Number held Ordinary shares % of total shares issued Jamie Pherous 17,287,500 11.95 Bennelong Australian Equity Partners 13,288,630 9.19 First Sentier Investors - Australian Small and Mid-Cap Companies 8,975,943 6.21 AustralianSuper 8,954,360 6.19 ECP Asset Management 7,452,927 5.15 Voting rights The voting rights attaching to each class of equity securities are set out below: Ordinary shares voting rights On a show of hands, every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share shall have one vote. There are currently no options held. Share Appreciation Rights Share appreciation rights have no voting rights. Performance Rights Performance rights have no voting rights. Securities purchased on-market During FY24, a total of 6,268 ordinary shares were acquired on market for the purposes of the Company’s employee equity plans and the average price per share purchased was $16.11. 129 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT As at 30 June 2024 Corporate Directory Directors Ewen Crouch AM Jamie Pherous Sophie Mitchell Jon Brett Marissa Peterson Secretary Shelley Sorrenson Annual General Meeting The Annual General Meeting of Corporate Travel Management Limited is scheduled to be held on 31 October 2024 at 11.00 (AEST). Registered office in Australia Level 9, 180 Ann Street Brisbane QLD 4000 Telephone: +61 7 3211 2400 Share registrar Computershare Investor Services Pty Limited Level 1, 200 Mary Street Brisbane, QLD 4000 Telephone: 1300 787 272 Outside Australia: +61 3 9415 4000 Auditor PricewaterhouseCoopers Australia 480 Queen Street Brisbane QLD 4000 Stock exchange listing Corporate Travel Management shares are quoted on the Australian Securities Exchange (ASX). Website address travelctm.com/global/ ABN 17 131 207 611 130 131 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT 131 ANNUAL REPORT 2024 CORPORATE TRAVEL MANAGEMENT Registered Office: Corporate Travel Management Limited Level 9, 180 Ann Street, Brisbane QLD 4000 investor.travelctm.com.au

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