Rategain Travel Technologies Ltd Directors Report

Dear Shareholders,

The Directors are pleased to present the 14^th Annual Report on the business and operations of the Company and the

Financial Year (‘FY) ended March 31, 2026. auditedstandaloneandconsolidated

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (‘Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and the provisions of the Companies Act, 2013 (‘Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

A summary of the financial performance of the Company for the year under review is detailed below:

( in million except Earnings per Equity Share)

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	2,488.13	2,104.32	18,235.54	10,766.70
Other Income	443.91	694.04	613.36	763.74
Total Income	2,932.04	2,798.36	18,848.90	11,530.44
Employee Benefit Expenses	1,768.31	1,430.42	7,116.74	3,987.59
Financial Cost	9.94	11.25	314.99	12.70
Depreciation and Amortisation expenses	46.90	42.86	807.13	349.32
Other Expenses	377.41	334.01	7,744.26	4,458.52
Total Expenses	2,202.56	1,818.54	15,983.12	8,808.13
Profit/(Loss) before exceptional items and tax	729.48	979.82	2,865.78	2,722.31
Exceptional Items	47.94	-	346.18	-
Profit/(Loss) before tax	681.54	979.82	2,519.60	2,722.31
Total Tax Expenses	178.13	258.36	575.73	633.02
Profit/(Loss) for the year	503.41	721.46	1,943.87	2,089.29
cial year finan OtherComprehensiveIncome/(Loss)forthe	6.68	(4.09)	1,252.51	137.56
Total Comprehensive Income/(Loss) for the year	510.09	717.37	3,196.38	2,226.85
Earnings per Equity Share (INR) - Face Value of 1/- each
Basic EPS	4.27	6.12	16.47	17.73
Diluted EPS	4.26	6.12	16.43	17.72

REVIEW OF OPERATIONS

Performance on Consolidated Financials

During the Financial Year 2025 26, the Company delivered a strong financial performance and achieved a significant milestone in its growth journey. On a consolidated basis, revenue from operations increased to 18,235.54 million, registering a growth of 7,468.84 million over the previous financial year. Consolidated total income also rose substantially to 18,848.90 million in FY 2025 26 from 11,530.44 million in FY 2024 25.

The Companys operating performance continued to strengthen during the year, with consolidated EBITDA

increasing to 3,374.54 million, compared to 2,320.59 million in the previous financial year, reflecting improved operational efficiencies and business momentum. Further, Profit Before Tax (‘PBT) from ordinary activities (excluding exceptional items) increased to 2,865.78 million in FY 2025 26 as against 2,722.31 million in FY 2024 25.

Performance on Standalone Financials

During the Financial Year 2025 26, the Company recorded a steady growth in its operational performance. Revenue from operations increased to 2,488.13 million from 2,104.32 million in FY 2024 25, registering a growth of 383.81 million over the previous financial . year

The Companys total income also increased to 2,932.04 million in FY 2025-26 from 2,798.36 million in FY 2024-25, reflecting an increase of 133.68 million.

Profit Before Tax (‘PBT) for FY 2025 26 stood at 729.48 million, as compared to 979.82 million in FY 2024-25. While the Company achieved growth in revenue and total income during the year, profitability was impacted by various business and operational factors. The management continues to focus on improving operational efficiencies, strengthening business performance and creating sustainable value for stakeholders.

DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations), the Board of Directors has approved and adopted a Dividend Distribution Policy, which outlines the guiding principles and key parameters to be considered by the Board while recommending or declaring dividends. The Policy is available on the Companys website at https://investors.rategain.com.

After considering the Companys financial position, business requirements, growth plans, cash flow needs and other relevant factors and in accordance with the Dividend Distribution Policy, the Board of Directors has decided not to recommend any dividend for the Financial Year 2025 26. The Board believes that retaining the profits of the Company will support its future growth initiatives and strengthen its financial position, thereby creating long-term value for all stakeholders.

TRANSFER TO RESERVES

In view of the Companys financial position and growth requirements, the Board of Directors has decided not to transfer any amount to the General Reserve for the Financial Year 2025 26.

The closing balance of earnings retained as of

March 31, 2026, after giving effect to all appropriations and adjustments for the year, stood at 6,521.36 million. The Board believes that retention of earnings will adequately support the Companys future growth plans, strategic initiatives and operational requirements while strengthening its financial position.

MATERIAL CHANGES AND COMMITMENTS

Acquisition of Sojern, Inc. and its subsidiaries (hereinafter referred to as ‘Sojern)

The Members may kindly note that the Company has, through its wholly owned subsidiary, RateGain Technologies Limited, UK, acquired Sojern Inc., and its subsidiaries. Sojern is a leading AI-led MarTech company focused on the hospitality sector. This acquisition underscores RateGains AI-first strategy and strengthens its unified vision of building a platform that helps acquire guests, engage & retain them during their stay, and expand wallet share with them.

In compliance with Section 134(3) of the Act, no significant alterations or commitments impacting the financial status of the Company have occurred between the conclusion of the financial year and the date of this report, except as explicitly disclosed elsewhere in this report: in the nature of Companys Business, and in the Companys Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2026, your Company had 16 (Sixteen) Subsidiary Companies as mentioned below:

1) RateGain Technologies Limited, UK (RateGain UK)^

2) RateGain Technologies Spain, S.L. (RateGain Spain)*

3) RateGain Technologies Inc., US (RateGain US)*

4) RateGain Germany GmbH (RateGain Germany)*

5) RateGain Technologies LLC (RateGain UAE)*

6) RateGain Adara Inc. (RateGain Adara)*

7) RateGain Adara Japan GK (RateGain Japan)*^

8) Sojern, Inc. (Sojern US)*

9) Nrejos SARL (France)*

10) Sojern Mexico S. de R.L. de C.V.*

11) Sojern International Ltd. (Ireland)*

12) Sojern Asia Pte, Ltd. (Singapore)*

13) Sojern Limited (UK)*

14) Sojern MENA, FZCO (UAE)*

15) Sojern Hong Kong Limited **

16) Sojern Germany GmbH**

^ Wholly owned subsidiary of the Company * Step-down subsidiaries of the Company

** Sojern Hong Kong and Sojern Germany GmbH are under the process of deregistration and liquidation respectively till the date of this report.

*^ RateGain Adara Japan GK (RateGain Japan) became a subsidiary of Sojern Inc effective March 31, 2026.

In accordance with Section 129(3) of the Companies Act, 2013 and IND AS 110 issued by the Institute of Chartered Accountants of India, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as integral part to this report. There has been no material change in the nature of the business of the subsidiaries.

In terms of provisions of Section 136 of the Act, separate hotelsto audited accounts of the Subsidiary Companies are available on the website of the Company at https:// investors.rategain.com.

As the Company does not have any Associates or Joint Ventures, no information in this regard is required to be furnished.

As on March 31, 2026, there are Seven (7) Material Subsidiaries of the Company, RateGain Adara Inc., RateGain Technologies Ltd., UK, RateGain Technologies Inc., US, RateGain Germany GmbH, Sojern Inc., Sojern Limited (UK), Sojern International Limited (Ireland). The Policy for determining material subsidiaries is available on the Companys website at https://investors.rategain.com.

Development/Performance and Financial Position of each Subsidiary is mentioned below:

1. RateGain Technologies Limited, UK (‘RateGain UK), a wholly owned subsidiary of the Company, was incorporated on December 5, 2014, under the laws of England and Wales. RateGain UK is engaged in the development, marketing and delivery of Data-as-a-Service (DaaS), Distribution and Marketing Technology (MarTech) solutions for the global travel and hospitality industry. Its customer base includes hotels, online travel agencies (OTAs), airlines and car rental companies.

During the Financial Year 2025 26, RateGain UK reported a total income of 3,072.28 million, compared to 2,821.70 million in the previous financial year, reflecting continued growth in its business operations. However, the subsidiary incurred a net loss after tax of 57.58 million during FY 2025 26, as against a net profit of 151.00 million reported in FY 2024 25.

Despite the decline in profitability during the year, RateGain UK continues to play a strategic role in the Companys global operations through its focus on innovative DaaS, Distribution and MarTech offerings. Its continued investment in technology, product innovation and customer engagement strengthens the Groups market position and supports its long-term growth objectives.

2. RateGain Technologies Spain, S.L. (‘RateGain Spain), a wholly owned subsidiary of RateGain UK, was incorporated on December 4, 2015, and registered with the Barcelona Commercial Registry on December 30, 2015, under the laws of Spain. The company is primarily engaged in management consultancy activities and the development of information technology-enabled business solutions, including Software-as-a-Service (SaaS) and travel technology offerings.

During the Financial Year 2025 26, RateGain Spain reported a total income of 336.67 million, as compared to 272.67 million in the previous financial year, reflecting healthy growth in its business operations. The subsidiary recorded a net profit after tax of 20.36 million for FY 2025 26, compared to 22.32 million in FY 2024 25.

3. RateGain Technologies Inc., USA (‘RateGain US), a wholly owned subsidiary of RateGain UK, was incorporated in the State of Delaware on April 8, 2015. The company provides a suite of technology solutions to the travel and hospitality industry, including Data-as-a-Service (DaaS), Distribution Solutions, and Marketing Technology (MarTech) offerings through its Software-as-a-Service (SaaS) platform.

During FY 2026, RateGain US reported a total income of 1,337.16 million, compared to 1,727.25 million in FY 2024-25. The company recorded a profit after tax of 447.21 million for FY 2025-26, as against 623.69 million in the previous financial year, reflecting a decline in profitability during the year under review.

4. RateGain Germany GmbH (‘RateGain Germany), a wholly owned subsidiary of RateGain UK, was incorporated as a limited liability company under the laws of Germany on June 30, 2012. The company provides a reporting, bid management and campaign intelligence platform for metasearch publishers and other travel products, enabling hotel suppliers, online travel agencies (OTAs) and agency clients to enhance customer reach and maximize returns. Complementing the Groups MarTech and Distribution businesses, RateGain Germany helps drive direct hotel bookings through Google, TripAdvisor and other metasearch platforms. The company is engaged in the development and marketing of software solutions and the operation of online marketplaces for the travel sector.

During FY 2025-26, RateGain Germany reported a total income of 1,180.97 million, compared to 1,211.88 million in FY 2024-25. The company recorded a net loss after tax of 52.49 million during FY 2025-26, as against a net profit after tax of 27.67 million in FY 2024-25.

5. RateGain Technologies LLC, UAE (‘RateGain UAE), a wholly owned subsidiary of RateGain UK, was established as a Limited Liability Company on November 28, 2022, under the laws of the UAE. RateGain UAE is primarily involved in data processing, hosting and related activities, including the operation and management of web portals and websites that utilize search engines to generate and maintain extensive databases of internet addresses and content in an easily searchable format.

During the year under review, RateGain UAE reported a total income of 1,492.82 million, marking significant growth compared to the previous fiscal years total income of 788.86 million. Additionally, it reported a profit after taxation of 249.93 million during that period, in contrast to 133.14 million in FY 2024-25.

6. RateGain Adara Inc., US (‘RateGain Adara), a wholly owned subsidiary of RateGain Technologies Inc., USA, was incorporated under the laws of the State of Delaware, USA, on December 14, 2022. The company specializes in data-driven marketing solutions for the travel and hospitality industry, offering data insights, audience segmentation and advertising solutions that enable travel brands to make informed decisions and effectively engage their target audiences. RateGain Adara also supports enhanced customer engagement across the travel journey and helps optimize loyalty programs to drive customer retention.

During FY 2025-26, RateGain Adara reported a total income of 5,575.48 million, compared to 4,323.10 million in FY 2024-25. The company recorded a profit after tax of 450.37 million for FY 2025-26, as against 552.50 million in the previous financial year.

7. RateGain Adara Japan GK (‘RateGain Japan), a wholly owned subsidiary of Sojern Inc., USA, was incorporated under the laws of Japan on December 25, 2023. The company primarily focuses on digital marketing, data collection, aggregation and dissemination, as well as the operation of data exchange platforms for the travel and rewards industry.

During FY 2025-26, RateGain Japan reported a total income of 160.71 million, compared to nil income in the previous financial year. The company recorded a profit after tax of 86.53 million for FY 2025-26, as against a loss after tax of 10.07 million in in its FY 2024-25, reflectinga significant financial performance during the year under review

8. Sojern, Inc. (‘Sojern US), a wholly owned subsidiary of RateGain UK, is engaged in providing digital marketing solutions for the travel industry, leveraging data-driven insights to help travel brands enhance customer acquisition, engagement, and loyalty.

During FY 2025-26, Sojern US reported a total income of 5,354.56 million and a profit after tax of 546.40 million.

9. Nrejos SARL, France (‘Nrejos), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations in the European market.

During FY 2025-26, Nrejos reported a total income of 77.30 million and a profit after tax of 1.12 million for the year under review.

10. Sojern Mexico S. de R.L. de C.V. (‘Sojern Mexico), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations in the Latin American market.

During FY 2025-26, Sojern Mexico reported a total income of 28.05 million and a loss after tax of 0.34 million for the year under review.

11. Sojern International Ltd., Ireland (‘Sojern International), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations across international markets.

During FY 2025-26, Sojern International reported a total income of 548.90 million and a profit after tax of 88.39 million for the year under review.

12. Sojern Asia Pte. Ltd., Singapore (‘Sojern Asia), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations across the Asia-Pacific region.

During FY 2025-26, Sojern Asia reported a total income of 120.64 million and a profit after tax of 4.76 million for the year under review.

13. Sojern Limited, UK (‘Sojern UK), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations in the United Kingdom and other international markets.

During FY 2025-26, Sojern UK reported a total income of 594.64 million and a profit after tax of 25.68 million for the year under review.

14. Sojern MENA FZCO, UAE (‘Sojern MENA), a wholly owned subsidiary of Sojern, Inc., USA, which supports the Groups digital marketing and travel technology operations across the Middle East and North Africa region.

During FY 2025-26, Sojern MENA reported a total income of 96.04 million and a profit after tax of 8.66 million for the year under review.

15. Sojern Hong Kong Limited (‘Sojern Hong Kong), a wholly owned subsidiary of Sojern, Inc., USA, is under liquidation. During FY 2025-26, the company did not report any income or profit.

16. Sojern Germany GmbH (‘Sojern Germany), a wholly owned subsidiary of Sojern, Inc., USA, is under liquidation. During FY 2025-26, the company did not report any income or profit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Diversity

The Company recognizes and values the critical role that a diverse Board plays in driving sustainable growth and long-term success. We firmly believe that a Board comprising individuals with varied backgrounds, perspectives, expertise and experiences is better positioned to provide effective oversight, foster innovation and strengthen the Companys competitive advantage.

The Company is committed to promoting diversity across multiple dimensions, including thought, knowledge, skills, industry and regional experience, cultural and geographical background, age, ethnicity and gender. We strive to create an inclusive environment that respects, embraces and leverages these differences to enhance decision-making and governance effectiveness.

Our Board comprises accomplished professionals with extensive expertise across diverse areas, including Global Business, Mergers & Acquisitions, Transaction Advisory, Risk Management, Finance, Corporate Law, Corporate Governance, Technology Solutions, Enterprise Management, People Management and Leadership. In line with our commitment to gender diversity and inclusive governance, at least one-third of the Board comprises women directors, including an Independent Woman Director.

The Companys Board Diversity Policy sets out the framework and guiding principles for promoting and maintaining diversity on the Board. The policy is available on the Companys website at

By promoting diversity within the Board, the Company aims to enhance decision-making processes and foster a culture of inclusivity, ultimately contributing to the overall growth and success of the Company.

Details of Directors and Key Managerial Personnel (‘KMP)

Name of Director/KMP	Designation	Date of Appointment
1. Mr. Bhanu Chopra	Chairman & Managing Director	November 16, 2012
2. Ms. Megha Chopra	Executive Director	November 16, 2012
3. Ms. Aditi Gupta	Independent Director	July 15, 2021
4. Mr. Aakrit Ajay Kumar Vaish	Independent Director	August 08, 2025
5. Mr. Girish Paman Vanvari	Independent Director	June 29, 2021
6. Mr. Nishant Kanuru Rao	Non-Executive Director	November 02, 2020
7. Mr. Ankit Aggarwal	Deputy Chief Financial Officer	May 09, 2026
8. Mr. Mukesh Kumar	General Counsel, Company Secretary & Compliance Officer	November 12, 2024

In accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force), Mr. Bhanu Chopra, Chairman & Managing Director, Mr. Ankit Aggarwal, Deputy Chief Financial Officer and Mr. Mukesh Kumar, Company Secretary, are the Key Managerial Personnel (‘KMP) of your Company. There were below changes (appointmentorcessation)intheoffice KMP of the Company: of

Name	Change Type	Date of Change
1 Mr. Rohan Mittal	Cessation	May 08, 2026
2 Mr. Ankit Aggarwal	Designated as Deputy CFO acting as Interim CFO	May 09, 2026

During the financial year under review, Mr. EC RajaKumar Konduru, Independent Director, resigned w.e.f., August 07, 2025, from the office of Director due to pre-occupation and other personal commitments.

Declaration by Independent Directors

The Company has received the following declarations and confirmations from all Independent Directors:

(a) that they meet the criteria of independence prescribed under the Companies Act, 2013 (the Act), read with the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations);

(b) that there has been no change in the circumstances affecting their status as of the Company;

(c) that they have complied with the Code for Independent Directors as prescribed under Schedule IV of the Act; and

(d) that they are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge .rategain.com. their duties and give an independent judgment without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report.

Familiarization Programme for Independent Directors

Details regarding the Familiarization Programme for Independent Directors have been integrated into the ‘Corporate Governance Report, which constitutes a section of this report.

Independent Directors Meeting

Pursuant to Section 149(8) read with Schedule IV of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on March 10, 2026, without the presence of Non-Independent Directors and Management.

Details of the performance evaluation of the Board, its Committees and individual Directors are provided in the Corporate Governance Report forming part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with the Nomination and Remuneration Committee, has adopted a framework for evaluating the performance of the Board, its Committees and individual Directors, including Independent Directors. The annual performance evaluation was carried out in accordance with the said framework.

Further details on the evaluation process are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over Directors financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the profit and loss of the Company for the period ended on that date; c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Eight (8) times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013, the rules made thereunder and the applicable provisions of the Listing Regulations.

The Policy sets out the criteria for determining the qualifications, of Directors and provides guidelines relating to the appointment, remuneration and evaluation of Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel of the Company.

The objectives of the Policy are to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• The relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy can be accessed on the Companys website at https:// investors.rategain.com/.

SHARE CAPITAL

Authorized Share Capital

During the year under review, there were no changes made to the Authorized Share Capital of the Company. As on March 31, 2026, the Authorized Share Capital stands at 150,000,000 (Rupees Fifteen Crore), which consists of the following:

147,000,000 Equity Shares of 1/- each.

300,000 Preference Shares of 10/- each.

Allotment of Shares pursuant to Employees Stock Options (ESOPs)/ Stock Appreciation Rights (SARs)

The Company has issued and allotted 111,862 Equity Shares of the Company pursuant to exercise of ESOPs/SARs on June 19, 2025, August 28, 2025, December 17, 2025, January 15, 2026 and March 26, 2026 under RateGain Employee Stock Option Scheme, 2015, RateGain Employee Stock Option Scheme, 2018 and RateGain Stock Appreciation Rights Scheme, 2022.

Summary of the Issued, Subscribed, and Paid-up Share Capital:

As on April 01, 2025:	118,053,564 equity shares of 1/- each.
As on March 31, 2026:	118,165,426 equity shares of 1/- each.

UTILIZATION OF QIP PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Act, the Company allotted 9,331,259 equity shares through Qualified Institutional Placement (‘QIP) at an issue price of 643/- per equity share (including a premium of 642/- per equity share) aggregating to 6,000/- million on November 20, 2023. The Company intends to create strategic value through inorganic growth that will fit well with its strategic business objectives and growth strategies. The Company is exploring inorganic growth opportunities for the deployment and utilization of the funds raised under QIP.

The proceeds of funds raised under QIP of the Company has been utilised as per the objects of the issue. The detail of the utilisation is given below:

‘ in Million

Particulars	Amount
Gross Proceeds of the QIP	6,000.00
Less: Offer Expenses in relation to the QIP	137.09
Net Proceeds	5862.91
Amount utilised as per the objects of the issue (Acquisition of Sojern Inc.)	5862.91
Balance Amount (Pending Utilisation)	0

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd. (‘BSE) and National Stock Exchange of India Ltd. (‘NSE) with effect from December 17, 2021. The annual listing fees for FY 2026-27 has been paid to both the Stock Exchanges i.e., BSE and NSE.

COMMITTEES OF THE BOARD

The Company has constituted various Board Committees in accordance with applicable legal and regulatory requirements and best corporate governance practices. These Committees assist the Board in overseeing key aspects of the Companys operations, governance, and compliance framework, thereby supporting informed and effective decision-making.

The Committees and their composition are as follows:

Name of the Committee	Mr. Bhanu Chopra	Ms. Megha Chopra	Mr. Aakrit Ajay Kumar Vaish	Mr. Girish Paman Vanvari	Ms. Aditi Mittal	Mr. Nishant Gupta	Mr. Rohan KanuruRao
Audit	-	-	Member	Chairperson	Member	-	-
Nomination and Remuneration	-	-	-	Chairperson	Member	Member	-
Stakeholders Relationship	-	Member	Member	-	Chairperson	-	-
Corporate Social Responsibility	-	Chairperson	-	-	Member	Member	-
Risk Management	Member	-	Member	Chairperson	-	Member	Member

Additional information regarding the composition of the Board and its Committees, along with the terms of reference, is elaborated in the ‘Corporate Governance Report. Furthermore, the recommendations forwarded by the Statutory Committees throughout the year, including those from the Audit Committee, were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR)

As a responsible corporate citizen, the Company is from the Practicing Company committed to contribute towards sustainable and inclusive development through its Corporate Social Responsibility (CSR) initiatives. The Companys CSR efforts focus on addressing hunger, poverty and malnutrition, promoting healthcare, supporting education and gender equality, empowering underprivileged communities and fostering environmental sustainability.

In accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee comprising three Directors and has adopted a CSR Policy. The Policy provides a structured framework for implementing CSR initiatives and is available on the Companys website at https://investors.rategain.com.

The Annual Report detailing the CSR Activities carried out by the Company throughout the reviewed year, as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended as ‘Annexure 1 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company remains committed to the highest standards of corporate governance and continues to uphold the principles of integrity, transparency, accountability, fairness and ethical business conduct.

The Companys governance framework is designed to enhance stakeholder trust and create sustainable value for shareholders, employees, customers, suppliers and other stakeholders.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms part of this Annual Report as ‘Annexure 2 The Report includes a certificate confirming compliance with the corporate governance requirements prescribed under the Listing Regulations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors, Employees and Stakeholders in confirmation with Section 177 of the Act and Regulation 22 of Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of whistle blowers who avail the mechanism and provides for direct access to the Chairman of the Audit Committee.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at https://investors.rategain. com/ for easy access by stakeholders.

During the year under review, the Company has not received any complaint under the vigil mechanism.

DETAILS WITH RESPECT TO THE ADEQUACY

OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established a strong and effective system of Internal Financial Controls in accordance with the provisions of the Companies Act, 2013. These controls promote transparency, accountability and consistency in the design and implementation of internal control processes across the organization. An impartial agency conducts a comprehensive internal audit program that strengthens these processes. Processes and systems are reviewed and adjusted on a regular basis to account for changing rules and business conditions. These Control Systems provide reasonable assurance of correct transaction recording while successfully protecting firm assets from misuse or loss.

The Internal Financial Control framework is continuously evaluated and enhanced to ensure its ongoing relevance and effectiveness in a dynamic business environment.

Regular assessments are conducted by both the Internal

Auditors and the Statutory Auditors to verify the adequacy, effectiveness and operational efficiency of the control systems. These reviews encompass the examination of internal controls, policies and procedures, ensuring that key business risks are appropriately identified, managed and mitigated in a timely manner. As a result, the Company maintains a strong control environment that supports soundoperational efficiency, corporate governance.

RISK MANAGEMENT

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The RMC ensures focused discussion on specific risks such as information technology & data security, legal, regulatory & tax, reputation and commodity price risk. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

During the year under review, the RMC met twice, on October 01, 2025 and on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments made during the financial year pursuant to Section 186 of the Companies Act, 2013 are disclosed in Notes 6, 10 and 42 to the Standalone Financial Statements forming part of this Annual Report.

The Company has invested its surplus funds in mutual fund units, tax-free bonds, commercial papers and debt securities. The details of these investments are set out in the Standalone Financial Statements forming part of this Annual Report.

PUBLIC DEPOSITS

Pursuant to Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, the Company did not accept any deposits from the public during the financial year under review, and no principal or interest on public deposits was outstanding at the beginning or end of FY 2025-26.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per provisions of Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arms length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Act, is attached as Annexure 3 ‘ to this Report.

The statement showing the disclosure of transactions with related parties, such as payment of Directors remuneration in compliance with applicable Ind AS, the details of the same are provided in Note 37 of the Standalone Financial Statement forming integral part of the Annual Report. The related party transactions have been duly placed before the Audit Committee and/or the Board for their review and approval, as applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed at the Companys website at https://investors.rategain.com.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the Median Remuneration of the Employees (‘MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is attachedherewith qualification, reservation, or as ‘Annexure 4 to this report.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is attached herewith as ‘ Annexure 5 to this report.

c) No Director of the Company, including its Managing Director and/or Whole Time Director, is in receipt of any commission from the Company or its

Subsidiary Company.

AUDITORS

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No: 117366W/W-100018) (‘Deloitte), were appointed as the Statutory Auditors of the Company, in the AGM held on September 16, 2024, for a period of 5 years till the conclusion of the AGM to be held for the FY 2028-29.

Further, the Auditors Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the financial year ended March 31, 2026. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Internal Auditors

Grant Thornton Bharat LLP, appointed as the Internal Auditors of the Company for FY 2024-25, 2025-26 and 2026-27, have conducted periodic internal audits in FY 2025-26. They have shared their reports and findings with the Management and Audit Committee and subsequent follow-up actions have been taken as necessary. The Audit Committee oversees the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, particularly those aimed at enhancing the Companys risk management policies and systems. This proactive approach ensures effective risk management and compliance within the organization.

Secretarial Auditors

As per provision of Section 204 of the Act and related Rules, M/s. RMG & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company, in the AGM held on September 29, 2025, for a term of 5 years consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30.

The Secretarial Audit Report for financial year under review, is provided as ‘Annexure - 6 to this Report. The Secretarial Audit Report is self-explanatory and does not contain remark whichany requires management response. This signifies that the Companys secretarial practices and compliances are in good order and adhere to the required standards.

Cost Audit

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no fraud by the Companys officers or employees has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act,

2013. Accordingly, there are no details required to be disclosed in this regard in the Report.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on March 31, 2026, on its website at https:// investors.rategain.com/.

PREVENTION OF SEXUAL HARASSMENT

The Company is firmly dedicated to upholding and preserving the dignity of women employees and has a zero-tolerance policy towards any form of sexual harassment at the workplace. To address such concerns, an Internal Complaints Committee (‘ICC) has been established in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (‘POSH Act) which is responsible for handling complaints related to sexual harassment. The ICC comprises of 5 (Five) members, with 4 (Four) of them being women, ensuring a fair and balanced representation in addressing such issues. This reinforces the Companys commitment of creating a safe and respectful working environment for all its employees.

The Company has instituted a comprehensive Policy for Prevention of Sexual Harassment of Women at Workplace. To ensure widespread awareness and understanding of this policy, regular sessions were conducted to educate employees on the subject matter. This policy extends to all employees, regardless of their position or contractual status, including permanent, short-term contract, visitors, and casual employees and reflects the Companys commitment to fostering a safe and respectful working environment for all employees.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the top 1000 listed companies by market capitalization are mandated to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. This report should detail the Companys initiatives from an Environmental, Social, and Governance (ESG) perspective. The format and specific guidelines for preparing the BRSR are prescribed by the Securities and Exchange Board of India (SEBI). This requirement is aimed at fostering greater transparency and accountability in corporate practices related to sustainability and responsible business conduct.

As per the aforementioned Regulations, a dedicated section on ‘Business Responsibility and Sustainability Report forms an integral component of this Annual Report and is provided in ‘Annexure 7.

EMPLOYEES STOCK OPTIONS

The Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, the Company has four share based employee benefit Schemes namely, RateGain Employee Stock Option Scheme, 2015 (‘ESOP Scheme, 2015), RateGain Employee Stock Option Scheme, 2018 (‘ESOP Scheme, 2018), RateGain Stock Appreciations Rights Scheme, 2022 (‘SAR Scheme, 2022) and RateGain Employees Stock Purchase Scheme, 2023 (‘ESPS Scheme, 2023) (Collectively referred to as ‘Schemes) which complies with the requirements of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year under review the Company has not granted ESOPs under the ESOP Scheme, 2015 and ESOP Scheme, 2018. While during the year, 67,631 shares and 473,760 SARs were granted under the approved ESPS Scheme, 2023 and SAR Scheme, 2022 respectively.

The disclosure as per Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Investor Section of the Companys website, at https://investors.rategain.com/ The said details, also forms part of the Notes to Accounts of the Financial Statements in this Annual Report.

The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the AGM, electronically.

Nomination and Remuneration Committee (‘NRC) is authorised to administer Schemes and is entitled to determine the terms of the Stock Options/SARs/Shares at the time of their grant/purchase.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant material orders Regulators/Courts/Tribunals, which has been received by the Company, having impact on the going concern status and the Companys operation in future.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (‘IEPF) of the Government of India.

DISCLOSURE UNDER SECTION 43(a)(ii) AND SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

During the financial year under review, the Company did not issue any shares with differential voting rights or sweat equity shares. As a result, there is no information that needs to be disclosed in accordance with Section 43(a)(ii) and Section 54(1)(d) of the Act, along with the applicable rules.

SECRETARIAL STANDARDS OF ICSI

During the financial year under review, the Company has diligently adhered to all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company neither made any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review. Accordingly, the disclosure requirements pertaining to applications made or proceedings pending under the said Code are not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION

DONE WHILE TAKING LOAN FROM THE BANKS

OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

. The aforesaid disclosure is not applicable to the Company since no one-time settlement was undertaken during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, details pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in ‘Annexure - 8 annexed to and forming an integral part of this Report.

CERTIFICATIONS

have been passed by any

In our unwavering commitment to robust cybersecurity, our team remains vigilant in monitoring emerging threats worldwide. Our continued adherence to standards such as PCI DSS Version 4.0.1 underscores our commitment to safeguarding data integrity, while our proactive alignment with the GDPR framework ensures ongoing compliance and data protection readiness. We are also in the process of obtaining our SOC 2 Type II certification, targeted for completion within the next two months an internationally recognized standard that provides independent assurance of the effectiveness of our security controls over time, reinforcing trust with our clients and partners.

Throughout the year, the Company prioritized ongoing education and upskilling of its cybersecurity personnel, complemented by the implementation of innovative initiatives to strengthen our cybersecurity infrastructure. To reinforce our commitment to security and align with organizational goals, the Company has established comprehensive policies and procedures, including its Information Security Policies and Risk Management Procedures.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the dedication, commitment and invaluable contributions of the Companys employees, whose hard work, competence and collaborative efforts continue to be instrumental in the Companys growth and success.

The Board also extends its heartfelt gratitude to the Companys shareholders, investors, customers, business partners, bankers, regulatory authorities, government authorities and other stakeholders for their continued trust, confidence, cooperation and support. Their unwavering commitment and partnership have played a significant role in the Companys sustained progress and achievements.

The Directors deeply value the collective efforts of all stakeholders and look forward to their continued support as the Company strives to achieve greater milestones and create long-term value for all its stakeholders.

	For RateGain Travel Technologies Limited	On behalf of the Board
	Bhanu Chopra	Megha Chopra
Date: May 21, 2026	(Chairman & Managing Director)	(Director)
Place: Noida	DIN: 01037173	DIN: 02078421