The Companies (Miscellaneous) Reporting Regulations 2018 introduced a new statutory reporting requirement for financial reporting years beginning on or after 1 January 2019. As a result, the directors of Skyscanner Holdings Limited ("SHL"), Skyscanner Limited ("LTD") and Skyscanner Technology Limited ("TechCo") are required to give a statement that describes how the directors have had regard to the matters set out in section 172(1) of the Companies Act 2006 when discharging their duty to promote the success of the company.
The following is the combined s172 statement for each of SHL, LTD and TechCo for the financial year ended 31 December 2025. References below to "the company" is to each of SHL, LTD and TechCo and references to "the directors" are to the directors of each respective company. Where there are any difference between the s172 statements for each company these have been made clear below.
The directors acknowledge and understand their duties and responsibilities, including that, under section 172(1) of the Companies Act 2006, a director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
the likely consequences of any decision in the long-term;
the interests of the company’s employees;
the need to foster the company’s business relationships with partners, travellers and others;
the impact of the company’s operations on the community and the environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly between members of the Group.
The directors consider principal decisions to be those which are material and have a significant impact on stakeholders.
For all three companies, a principal decision has been identified as having taken place during the year in respect of a transfer of activities between subsidiary entities of SHL; LTD and TechCo. During the year, the directors of SHL and LTD approved the transfer of LTD's engineering assets, employees, and associated intellectual property to TechCo, a newly established subsidiary within the Skyscanner Group. This decision also encompassed the transfer of LTD's investment in Skyscanner España S.L. to TechCo. These transfers were undertaken to align the Group’s structure with its strategic objectives of strengthening technology ownership, enhancing operational efficiency, and improving the management and protection of intellectual property.
In reaching this decision, the directors carefully considered matters under Section 172(1) of the Companies Act 2006 and the interests of the company and Group as a whole, including:
the interests of affected employees and of the Group, including ensuring that affected colleagues transferred on equivalent terms and conditions with full continuity of employment;
the long-term interests of the Group and the long-term consequences of the decision, including maintaining the stability of technology operations and supporting future innovation and sustainable growth;
the desirability of the Group to maintain a reputation for high standards of business conduct; and
the need to act fairly between members of the Group.
The decision involved the transfer of selected employee bonus accruals, investments, tangible and intangible assets, motor vehicle leases, share-based payment and deferred tax balances between Group entities. The financial impact of each transfer is disclosed within the relevant notes within the financial statements of LTD and TechCo respectively. The directors believe that they adequately considered the required factors and were comfortable when making the decision, that the decision was made in compliance with their duties and would promote the success of the company and members of the Group as a whole.
The directors, both individually and together as a board, consider that the decisions taken during the year ending 31 December 2025 were in conformance with their duty under section 172(1) of the Companies Act 2006. The board is assisted in considering key stakeholders as part of the decision-making process by including stakeholder considerations in board papers as appropriate, and board papers are carefully reviewed and considered by directors.
The directors strongly believe that effective and meaningful engagement with colleagues, travellers, partners and suppliers and other stakeholders is key to achieving the company’s vision, and as a result ensure the long-term success of the company. Details of the company’s key stakeholders and how it engages with them are set out below:
Employees
The company can deliver its strategy only if it recruits, trains, and retains the best employees and develops a flexible, motivated, efficient, diverse, and engaged team. The directors actively seek employee input on matters that impact employees and the performance of the company, as well as encouraging responses as part of the company’s annual engagement survey and regular pulse surveys, the results of which are cascaded to individual teams and form the basis of strategic action plans. Business and performance updates are communicated frequently to all employees, and colleagues are encouraged to ask direct questions of the management team at regular town hall internal briefings. Core compensation elements for employees, aside from their salary, include participation in bonus schemes, travel benefits, wellbeing and home office allowances. Employees may also have access to additional benefits available in their location, such as medical and dental insurance, life assurance, income protection, holiday purchase, gym benefit schemes and travel related benefits.
Partners and Suppliers
The board actively fosters strong relationships, insisting that all partners and suppliers are treated fairly and ethically. The company aims to maintain long-term relationships with its partners, with an internal department dedicated to managing partner services. The company has open, constructive, and effective relationships with all suppliers, and members of the procurement team meet regularly with material suppliers to provide both parties with the opportunity to give feedback on successes, challenges and the future roadmap. Payment policies, practice and performance are regularly reviewed and reported through the Government’s Payment Practices Reporting portal.
Travellers
Understanding travellers’ changing needs and behaviours helps the company to achieve its vision and traveller first values. Trust is always important to travellers and the company endeavours to uphold the trust placed in it, measuring traveller trust and other traveller engagement metrics with regular surveys, market research and interaction across social media channels. Travellers continue to place high importance on value for money and a seamless experience throughout the booking process. There is also a growing trend in ethical and sustainability concerns being a factor in traveller choices.
Communities and the Environment
The company is committed to making a positive contribution to the communities within which it operates, including through payment of taxes, charitable donations and activities, reducing its environmental impact and creating employment and educational opportunities. To make progress on environmental issues, the company recognises the need for cross-section and industry co-operation and is involved in several leading initiatives to this effect. The company buys sustainable aviation fuel to reduce some of its corporate travel emissions, having been a founding partner of the Board Now program with SkyNRG to support the development of more sustainable aviation fuel supply.
The Group to which the company belongs has published an annual Climate Action Plan since June 2023 (the latest for 2025 is available at: https://www.skyscanner.net/news/skyscanners-climate-action-plan), publicly reporting its carbon emissions and progress towards achieving its goal to reach net zero by 2045 at the latest.
The Group's pioneering work to provide emissions data on search results to show which flights emit less than typical emissions for that route has been used by more than 246 million travellers globally, and through the Group’s work with the Travalyst organisation, now includes an industry-standard emissions calculation methodology that has been adopted widely across consumer-facing platforms. The Group has committed financial support to the UnTours Foundation’s Reset Tourism Fund, aimed at supporting regenerative projects within the travel and tourism space. At a community level, the Group supports the development of a more inclusive and diverse tech sector, both through an internal accessibility programme and external charitable giving programme, which includes supporting women career changers into tech, coding programmes for migrant communities and tech clubs for school children.
Government and Regulators
Governments and regulators play a central role in shaping the industry. The company engages with governments and regulators directly and through trade associations, responding to issues of concern and providing expertise to support policy development. The company has a dedicated Public Affairs team who lead with proactive and reactive engagement, principally in the United Kingdom, European Union and North America.
Financial Year ending 31 December 2025.
